Business Context and Reporting Period
Company: SANUWAVE Health, Inc. (SNWV)
Filing Type: Form 8-K (Current Report)
Date of Report: March 13, 2026
Subject: Non-reliance on previously issued financial statements due to a historical state sales and use tax liability identified during a third-party nexus study.
Key Financial Metrics and Impacts
The filing does not provide current revenue, profit, or cash flow figures. Instead, it outlines expected adjustments to previously reported financial statements:
- Liabilities: Expected aggregate increase of $4.9 million to $5.2 million on the consolidated balance sheet as of December 31, 2025.
- 2024 Expenses: Expected aggregate increase of $1.6 million to $1.8 million (including taxes, interest, and penalties) for the year ended December 31, 2024.
- 2025 Expenses: Expected aggregate increase of $1.7 million to $1.9 million (including taxes, interest, and penalties) for the year ended December 31, 2025.
Material Changes and Restatement Scope
The Company concluded that the following previously issued financial statements should no longer be relied upon and will be restated:
- Unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2024.
- Unaudited condensed consolidated financial statements for the three and six months ended June 30, 2024.
- Unaudited condensed consolidated financial statements for the three months ended March 31, 2024.
- Unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025.
- Unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025.
- Unaudited condensed consolidated financial statements for the three months ended March 31, 2025.
- Audited consolidated financial statements for the year ended December 31, 2024.
Restated information will be included in the Annual Report on Form 10-K for the year ended December 31, 2025.
Outlook, Risks, and Management Commentary
Internal Controls: Management is evaluating whether this matter results in additional material weaknesses in internal control over financial reporting. Conclusions will be disclosed in the 2025 Form 10-K.
Accounting Firms: The matter was discussed with current auditor Baker Tilly US, LLP and former auditor Marcum LLP.
Risks: Forward-looking statements regarding the timing of the 2025 Form 10-K filing and the final scope of the restatement are subject to risks and uncertainties. Delays in filing or further identification of accounting issues could adversely affect the Company.
Investor Verification Checklist
- Verify the final restated financial figures once the 2025 Form 10-K is filed.
- Monitor the Company's assessment of internal control over financial reporting for confirmed material weaknesses.
- Review the specific state and local jurisdictions identified in the sales and use tax nexus study.
- Confirm the timeline for the filing of the 2025 Form 10-K to ensure no regulatory delays occur.