SNWV

Business Context and Reporting Period

This Form 8-K filing by SANUWAVE Health, Inc. reports on events occurring on November 6, 2012. The filing details the resignation of Christopher M. Cashman as President, Chief Executive Officer, and Director, effective November 7, 2012, and the subsequent appointment of new leadership.

Key Financial Metrics and Agreements

The filing does not provide standard financial metrics such as revenue, profit, cash flow, or debt levels. Instead, it outlines a material definitive agreement regarding executive compensation and severance:

• Severance Salary: Six (6) months of base salary.
• Health Benefits: Company-paid COBRA coverage through November 2013.
• Performance Bonuses: Up to $400,000 total ($100,000 per event) tied to clinical trial enrollment milestones (1st, 20th, 50th enrollee) and FDA approval of the dermaPACE device.
• Stock Options (Severance): Grant of 1,000,000 options; 600,000 vested immediately, with 400,000 vesting upon achievement of bonus events.
• Stock Options (Advisory): Grant of 50,000 options for advisory services over a 12-month transition period.

Material Changes

The primary material change is the departure of the CEO and a Director. Christopher M. Cashman's Employment Agreement, dated December 19, 2005, was terminated as of November 6, 2012, superseded by the new Severance and Advisory Agreement. The filing states that Mr. Cashman has no disagreement with the Company regarding operations or policies.

Outlook, Management Commentary, and Risks

Management Changes:

• Kevin A. Richardson, II was appointed Active Chairman of the Board effective November 7, 2012.
• Barry J. Jenkins, previously CFO, was appointed Chief Operating Officer effective November 7, 2012.

Transition Plan: Mr. Cashman agreed to serve as an advisor for a 12-month transition period ending November 7, 2013. Contingencies: Bonus payments and option vesting are contingent upon specific clinical trial enrollment numbers and FDA approval. If these events do not occur by December 31, 2016, they are deemed to have occurred, triggering immediate payment and vesting.

Investor Verification Checklist

• Verify the current status of the dermaPACE device clinical trial enrollment and FDA approval timeline.
• Confirm the appointment of interim or permanent CEO leadership following Mr. Cashman's departure.
• Review the full text of the Severance and Advisory Agreement (Exhibit 10.1) for specific vesting schedules and forfeiture clauses.
• Assess the impact of the $400,000 potential bonus liability on the company's cash position.