Attached files
| file | filename |
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - SANUWAVE Health, Inc. | snwv_ex31.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 30,
2020
SANUWAVE
HEALTH, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-52985
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20-1176000
|
|
(State
or Other Jurisdiction of
|
(Commission File
Number)
|
(I.R.S.
Employer Identification
|
3360
Martin Farm Road, Suite 100
Suwanee,
Georgia 30024
(Address of
Principal Executive Offices, Including 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 filing 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(g) of the Act:
|
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 as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) orRule 12b-2 of the Securities
Exchange Act of 1934 (§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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
December 30, 2020, SANUWAVE Health, Inc. (the
“Company”) held a special meeting of stockholders (the
“Special Meeting”). At the Special Meeting, the
Company’s stockholders approved an amendment to the
Company’s Articles of Incorporation, as amended, to increase
the number of authorized shares of its common stock, par value
$0.001 per share (the “Common Stock”) to 800,000,000,
and the Company filed a Certificate of Amendment to its Articles of
Incorporation, as amended (the “Charter Amendment”)
with the Secretary of State of the State of Nevada on December 30,
2020 to reflect this amendment, which became effective on December
30, 2020.
The
foregoing description of the Charter Amendment does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Charter Amendment, which is filed hereto as
Exhibit 3.1, and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security
Holders.
At the
Special Meeting, the following proposals were voted on by the
Company’s stockholders, as set forth below:
Proposal
1. An Amendment to the Company’s Articles of Incorporation to
Increase the Number of Authorized Shares of the Company’s
Common Stock by 200 Million Shares to 800 Million
Shares.
|
Votes
For
|
Votes
Against
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Abstain
|
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342,573,254
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5,016,685
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395,922
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The
amendment to the Company’s Articles of Incorporation to
increase the number of authorized shares of the Company’s
Common Stock by 200 million shares to 800 million shares was
approved.
Proposal
2. Authorize the Board of Directors to Amend the Company’s
Articles of Incorporation to Effect a Reverse Stock Split of the
Company’s Outstanding Common Stock at a Ratio of
1-for-50.
|
Votes
For
|
Votes
Against
|
Abstain
|
|
343,790,720
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2,899,765
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1,295,376
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The
authorization of the board of directors of the Company to amend the
Company’s Articles of Incorporation to effect a reverse split
of the Company’s outstanding Common Stock at a ratio of
1-for-50, was approved.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibit
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Exhibit Number
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Description
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Certificate
of Amendment to the Articles of Incorporation.
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SIGNATURE
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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Date:
January 5, 2021
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SANUWAVE HEALTH, INC.
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By: /s/ Lisa E. Sundstrom
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Lisa E. Sundstrom
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Chief Financial Officer
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