Attached files
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| EX-99.1 - PRESS RELEASE - SANUWAVE Health, Inc. | snwv_ex991.htm |
| EX-10.1 - SEPARATION AGREEMENT - SANUWAVE Health, Inc. | snwv_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 14,
2020
SANUWAVE Health, Inc.
(Exact Name of Registrant as Specified in
Charter)
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Nevada
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000-52985
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20-1176000
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(Address of Principal Executive Offices, and Zip Code)
(770) 419-7525
Registrant’s Telephone Number, Including Area
Code
(Former Name or Former Address, if Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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SNWV
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OTCQB
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item
1.01 Entry into a Definitive Material
Agreement.
On May
14, 2020, Shri P. Parikh notified the Board of Directors (the
“Board”) of SANUWAVE Health, Inc., a Nevada corporation
(the “Company”), of his decision to step down from his
role as President, Healthcare of the Company, effective as of the
Separation Date (as defined below). The Board has accepted the
resignation of Mr. Parikh and fully supports Mr. Parikh in his
future endeavors. Mr. Parikh has not expressed any disagreement
with the Company on any matter relating to the Company’s
operations, policies or practices.
In
connection with Mr. Parikh’s resignation, on May 14, 2020,
the Company entered into a Separation Agreement and General Release
(the “Separation Agreement”) with Mr. Parikh. Pursuant
to the Separation Agreement, Mr. Parikh will receive:
(a)
payment of his base
salary through June 30, 2020, or such earlier date as is mutually
agreed to by Mr. Parikh and the Company (the “Separation
Date”), payable in accordance with the Company’s
standard payroll practices, as well as be eligible to continue to
participate in the Company’s group medical plans through the
Separation Date; and
(b)
a one-time
severance payment of $150,000 (the “Severance Pay”),
due within seven (7) days of the Separation Date.
Payment
of the Severance Pay is subject to Mr. Parikh’s execution of
Addendum No. 1 to the Separation Agreement, and provided no actions
are taken after May 14, 2020 that would constitute a material
breach of any of the provisions of the Separation
Agreement.
The
Separation Agreement further provides that, immediately following
the Separation Date, Mr. Parikh will serve the Company as an
advisor for an initial term of twelve (12) months, which term shall
be renewable, yearly, by mutual agreement of the Company and Mr.
Parikh. In connection with this position, Mr. Parikh will continue
to be eligible to participate in the Company’s Amended and
Restated 2006 Stock Incentive Plan.
The
forgoing description of the Separation Agreement is qualified in
its entirety by the full text of the Separation Agreement filed
herewith as Exhibit
10.1 and incorporated herein by reference. In addition, a
copy of the press release by the Company announcing the executive
changes is furnished with this Current Report on Form 8-K as
Exhibit
99.1.
Item 1.02
Termination of a Material Definitive Agreement.
Item
1.01 above is incorporated herein by reference.
In
connection with the entry by the Company and Mr. Parikh into the
Separation Agreement, the Offer Letter, dated April 15, 2018 (the
“Offer Letter”), by and between the Company and Mr.
Parikh was terminated as of May 14, 2020, specifically, the terms
of severance in the Separation Agreement generally supersede any
such terms contained in the Offer Letter. However, the Separation
Agreement provides that if the Company is in breach of the
Separation Agreement for failing to timely pay the Severance Pay,
Mr. Parikh will be entitled to seek recovery of any amounts that he
would otherwise be entitled to pursuant to the Offer
Letter.
Item
5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensation Arrangements of Certain Officers.
Item
1.01 above is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Separation
Agreement and General Release, dated as of May 14, 2020 by and
between SANUWAVE Health, Inc. and Shri P. Parikh.
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Press release issued by SANUWAVE Health, Inc. on May 18,
2020.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SANUWAVE HEALTH, INC.
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Dated:
May 18, 2020
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By: /s/ Kevin A. Richardson,
II
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Name:
Kevin A. Richardson, II
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Title:
Chief Executive Officer
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