Business Context and Reporting Period
Company: SANUWAVE Health, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 10, 2025
Reporting Period: The filing addresses events occurring on April 10, 2025, and the transition of accounting services effective April 11, 2025.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the change of the independent registered public accounting firm.
Material Changes
- Resignation of Former Accountant: Marcum LLP resigned as the Company's independent registered public accounting firm on April 10, 2025.
- Engagement of New Accountant: CBIZ CPAs P.C. was engaged on April 11, 2025, to serve as the independent registered public accounting firm for the year ending December 31, 2025, effective with the review of the quarter ended March 31, 2025.
- Reason for Transition: CBIZ CPAs acquired the attest business of Marcum LLP effective November 1, 2024.
- Historical Audit Opinions: Marcum's reports for the years ended December 31, 2024, and 2023 did not contain adverse opinions or disclaimers. However, they included a paragraph regarding substantial doubt about the Company's ability to continue as a going concern.
- Disagreements: There were no disagreements between the Company and Marcum regarding accounting principles, practices, or auditing scope. The only "reportable events" were previously disclosed material weaknesses in internal control over financial reporting.
Guidance, Outlook, and Risks
Management Commentary: The engagement of CBIZ CPAs was approved by the Audit Committee of the Board of Directors. No consultations regarding accounting principles or audit opinions were conducted with CBIZ CPAs prior to their engagement.
Risks and Contingencies:
- Going Concern: The filing reiterates that the former auditor expressed substantial doubt about the Company's ability to continue as a going concern in its reports for 2023 and 2024.
- Internal Controls: Material weaknesses in internal control over financial reporting were previously disclosed in the Company's Annual Reports on Form 10-K for 2023 and 2024.
Investor Verification Checklist
- Verify the status of the "substantial doubt" regarding the Company's ability to continue as a going concern as noted in the 2023 and 2024 audit reports.
- Review the Company's Annual Reports on Form 10-K for 2023 and 2024 to understand the specific material weaknesses in internal control over financial reporting.
- Confirm the timeline for the first financial statements reviewed by the new auditor, CBIZ CPAs (quarter ended March 31, 2025).
- Check for any subsequent filings regarding the resolution of the going concern uncertainty or internal control weaknesses.