Business Context and Reporting Period
Company: SANUWAVE Health, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 12, 2025
Reporting Period: The filing addresses events occurring on May 12, 2025, regarding the dismissal of the independent registered public accounting firm and the engagement of a new firm.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is a disclosure of a change in the registrant's certifying accountant.
Material Changes
- Accountant Dismissal: On May 12, 2025, the Company dismissed CBIZ CPAs P.C. as its independent registered public accounting firm.
- New Engagement: The Company engaged Baker Tilly US, LLP to serve as the independent registered public accounting firm for the year ending December 31, 2025. The engagement is effective beginning with the review of the condensed consolidated financial statements for the quarter ending June 30, 2025, subject to client acceptance procedures.
- Audit Committee Approval: The engagement of Baker Tilly was approved by the Audit Committee of the Board of Directors.
Management Commentary, Risks, and Contingencies
- No Disagreements: Between April 11, 2025, and May 12, 2025, there were no disagreements between the Company and CBIZ CPAs regarding accounting principles, financial statement disclosure, or auditing scope.
- Reportable Events: The filing discloses "reportable events" related to material weaknesses in the Company's internal control over financial reporting. These weaknesses include:
- Lack of internal controls over key accounting and IT processes.
- Lack of expertise and resources to analyze and properly apply U.S. GAAP to complex and non-routine transactions.
- Lack of internal resources to analyze and properly apply U.S. GAAP to account for financial instruments included in service agreements with select vendors.
- Consultation with New Firm: The Company did not consult Baker Tilly regarding accounting principles or audit opinions during the years ended December 31, 2024 and 2023, or the subsequent interim period.
Investor Verification Checklist
- Verify the status of the material weaknesses in internal controls over financial reporting previously disclosed in the Form 10-Q for the quarter ended March 31, 2025.
- Confirm the completion of Baker Tilly US, LLP's client acceptance procedures to ensure the engagement is finalized.
- Review the letter from CBIZ CPAs P.C. (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal and lack of disagreements.
- Monitor upcoming filings for the quarter ending June 30, 2025, to assess the impact of the new auditor on financial statement reviews.