Business Context and Reporting Period
Company: SANUWAVE Health, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 1, 2013
Reporting Period: Events occurring on February 22, 2013, and March 1, 2013.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or general liquidity metrics. It specifically details a financing transaction:
- Debt Instrument: 18% Senior Secured Convertible Promissory Notes.
- Total Offering Size: Up to $2,000,000 aggregate principal amount.
- Transaction Reported: Issuance of Notes with an aggregate principal amount of $60,000.
- Investor: Kevin A. Richardson, II (Chairman of the Board).
Material Changes
The filing reports the closing of the initial sale of the Notes on February 22, 2013, and a subsequent specific issuance on March 1, 2013. This represents an increase in the company's secured debt obligations and a related party transaction involving the Chairman of the Board.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of general business risks. The primary contingency noted is the terms of the 18% Senior Secured Convertible Promissory Notes, the full text of which is incorporated by reference from a prior filing (Exhibit 4.1).
Investor Verification Checklist
- Verify the full terms of the 18% Senior Secured Convertible Promissory Notes in the Form 8-K filed on February 27, 2013 (Exhibit 4.1).
- Confirm the total amount of Notes sold to date against the $2,000,000 aggregate offering limit.
- Review the related party transaction disclosure regarding the $60,000 issuance to the Chairman of the Board.
- Assess the impact of the 18% interest rate on future cash flow obligations.