Business Context and Reporting Period
This Form 8-K Current Report was filed by SANUWAVE Health, Inc., a Nevada corporation, on September 30, 2013. The report details an unregistered private placement of equity securities conducted in conjunction with an offering of up to $600,000.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial data relates to the capital raise:
- Total Offering Size: $600,000 (1,000,000 Units).
- Price Per Unit: $0.60.
- Units Issued to Date: 800,000 Units (675,000 on Sept 30, 2013; 125,000 on Oct 3, 2013).
- Funds Received to Date: $480,000 ($405,000 + $75,000).
- Remaining Subscription Agreements: 200,000 Units for $120,000.
Material Changes
The material change reported is the issuance of unregistered equity securities. The Company sold 800,000 Units to accredited investors, representing 80% of the total offering capacity. The remaining 20% of the offering has been subscribed but not yet issued as of the report date.
Offering Structure and Terms
The offering was conducted under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D without general solicitation. Each Unit consists of:
- One share of Common Stock (par value $0.001).
- One five-year Warrant to purchase one share of Common Stock at an exercise price of $0.85.
Warrant Call Provision: The Warrants are callable by the Company if the average share price of the Common Stock is at or above $1.40 for a twenty-day period.
Investor Verification Checklist
- Verify the final closing of the remaining $120,000 in subscription agreements.
- Confirm the total number of shares outstanding post-issuance to assess dilution.
- Review the Form D filing submitted within 15 days of the first sale.
- Monitor the Common Stock price relative to the $1.40 threshold for potential warrant call events.