snwv-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to

Commission File Number 000-42552

SANUWAVE Health, Inc.

(Exact name of registrant as specified in its charter)


Nevada			20-1176000
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


9600 W. 76th St, Ste 118 Eden Prairie, MN			55344
(Address of principal executive offices)			(Zip Code)

(952) 656-1029

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SNWV	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


			Large accelerated filer o			Accelerated filer o
			Non-accelerated filer x			Smaller reporting company x
						Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 3, 2025, there were issued and outstanding 8,576,164 shares of the registrant’s common stock, $0.001 par value per share.

Table of Contents

SANUWAVE Health, Inc.

Table of Contents


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	4

	Condensed Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024	4

	Condensed Consolidated Statements of Comprehensive Income (Loss ) for the three and nine months ended September 30, 2025 and 2024	5

	Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	8

	Notes to Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	32

	SIGNATURES	34

Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q of SANUWAVE Health, Inc. and its subsidiaries (“SANUWAVE,” the “Company,” “we,” “us,” and “our”) contains forward-looking statements. All statements in this Quarterly Report on Form 10-Q, including those made by the management of the Company, other than statements of historical fact, are forward-looking statements. Examples of forward-looking statements include statements regarding: results of operations, liquidity, and operations, restrictions and new regulations on our operations and processes; the Company’s future financial results, operating results, and projected costs; market acceptance of and demand for UltraMIST® and PACE®; success of future business development and acquisition activities; management’s plans and objectives for future operations; industry trends; regulatory actions that could adversely affect the price of or demand for our approved products; our intellectual property portfolio; our business, marketing and manufacturing capacity and strategy; estimates regarding our capital requirements, the anticipated timing of the need for additional funds, and our expectations regarding future capital-raising transactions, including through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing agreements, or raising capital through the conversion of outstanding warrants or issuances of securities; product liability claims; economic conditions that could adversely affect the level of demand for or the cost of our products; timing of clinical studies and any eventual U.S. Food and Drug Administration ("FDA") approval of new products and new uses of our current products; financial markets; the competitive environment; supplier and customer disputes; and our plans to remediate our material weaknesses in our disclosure controls and procedures and our internal control over financial reporting. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof and include the assumptions that underlie such statements. Forward-looking statements may contain words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” and “continue,” the negative of these terms, or other comparable terminology. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors, including those discussed in the reports we file with the Securities and Exchange Commission (the “SEC”), specifically the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 20, 2025. Other risks and uncertainties are and will be disclosed in the Company’s subsequent SEC filings, including this Quarterly Report on Form 10-Q. These and many other factors could affect the Company’s future financial condition and operating results and cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by the Company or on its behalf. The Company undertakes no obligation to revise or update any forward-looking statements. The following information should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 20, 2025.

Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to “we,” “us” and “our” are to the consolidated business of the Company.

Table of Contents

PART I -- FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SANUWAVE HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share data)


	September 30, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	9,602	$	10,237
Accounts receivable, net of allowance of $1,259 and $1,147, respectively	4,620		3,329
Inventory	6,814		4,149
Prepaid expenses and other current assets	1,597		682
Total Current Assets	22,633		18,397
Non-Current Assets:
Property and equipment, net	1,994		303
Right of use assets, net	431		429
Intangible assets, net	3,202		3,730
Goodwill	7,260		7,260

Secured revolving credit facility debt issuance costs, net	79		-
Total Non-Current Assets	12,966		11,722

Total Assets	$	35,599	$	30,119
LIABILITIES
Current Liabilities:
Current portion of secured term loan	$	5,629	$	-
Senior secured debt	-		25,305




Accounts payable	3,992		3,728
Accrued expenses	3,586		4,678

Warrant liability	5,921		8,107


Current portion of operating lease liabilities	191		126
Current portion of finance lease liabilities	-		175
Current portion of contract liabilities	252		193
Other	6		33
Total Current Liabilities	19,577		42,345
Non-current Liabilities:
Secured term loan, net of current portion and debt issuance costs	17,079		-
Secured revolving credit facility	655		-
Operating lease liabilities, less current portion	897		125
Finance lease liabilities, less current portion	-		66
Contract liabilities, less current portion	322		300

Total Non-current Liabilities	18,953		491
Total Liabilities	$	38,530	$	42,836

Commitments and Contingencies (Footnote 16)

STOCKHOLDERS’ DEFICIT

Preferred Stock, par value $0.001, 5,000,000 shares authorized; 6,175 shares Series A, 293 shares Series B, 90 shares Series C and 8 shares Series D designated, respectively; no shares issued and outstanding at September 30, 2025 and December 31, 2024	$	-	$	-
Common stock, par value $0.001, 2,500,000,000 shares authorized; 8,576,164 and 8,543,686 issued and outstanding at September 30, 2025 and December 31, 2024, respectively	9		9
Additional paid-in capital	242,767		238,685
Accumulated deficit	(245,717)		(251,421)
Accumulated other comprehensive loss	10		10
Total Stockholders’ Deficit	(2,931)		(12,717)
Total Liabilities and Stockholders’ Deficit	$	35,599	$	30,119

The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements.

Table of Contents

SANUWAVE HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(In thousands, except share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	11,451	$	9,360	$	30,957	$	22,308
Cost of Revenues	2,526		2,293		6,690		5,799
Gross Margin	8,925		7,067		24,267		16,509

Operating Expenses:
General and administrative	4,810		2,545		13,316		8,059
Selling and marketing	2,081		2,202		5,286		4,468
Research and development	345		161		747		519
Depreciation and amortization	222		206		588		568
Total Operating Expenses	7,458		5,114		19,937		13,614

Operating Income	1,467		1,953		4,330		2,895

Other Income (Expense):
Interest expense	(1,722)		(3,315)		(5,448)		(9,948)
Interest expense, related party	-		(346)		-		(1,056)
Gain (Loss) on extinguishment of debt	(477)		-		(477)		5,205
Change in fair value of derivative liabilities	6,097		(18,849)		2,186		(17,633)
Loss on impairment of assets	(196)		-		(196)		-

Other expense	(14)		(106)		(42)		(893)
Other income (See Note 15)	5,170		6		5,351		2,806
Total Other Income (Expense)	8,858		(22,610)		1,374		(21,519)





Net Income (Loss)	$	10,325	$	(20,657)	$	5,704	$	(18,624)

Other Comprehensive Income (Loss)
Foreign currency translation adjustment	-		-		-		121
Total Comprehensive Income (Loss)	$	10,325	$	(20,657)	$	5,704	$	(18,503)

Earnings (Loss) per Share:
Basic	$	1.20	$	(6.49)	$	0.67	$	(5.92)
Diluted	$	0.46	$	(6.49)	$	0.38	$	(5.92)
Weighted average shares outstanding
Basic	8,571,111		3,185,495		8,560,174		3,146,000
Diluted	9,140,668		3,185,495		9,178,144		3,146,000

The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements.

Table of Contents

SANUWAVE HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands, except share data)


Three Months Ended September 30, 2025
	Common Stock
	Number of Shares Issued and Outstanding	Par Value		Additional Paid- in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total

Balances as of June 30, 2025	8,568,005	$	9	$	241,248	$	(256,042)	$	10	$	(14,775)
Stock-based compensation	-	-		1,397		-		-		1,397
Stock options exercised	8,159	-		122		-		-		122


Net income	-	-		-		10,325		-		10,325

Balances as of September 30, 2025	8,576,164	$	9	$	242,767	$	(245,717)	$	10	$	(2,931)


Three Months Ended September 30, 2024
	Common Stock
	Number of Shares Issued and Outstanding	Par Value		Additional Paid- in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total

Balances as of June 30, 2024	3,150,062	$	3	$	178,397	$	(218,016)	$	10	$	(39,606)



Net loss	-	-		-		(20,657)		-		(20,657)

Balances as of September 30, 2024	3,150,062	$	3	$	178,397	$	(238,673)	$	10	$	(60,263)

The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements.

SEC Form 10-Q filed by SANUWAVE Health Inc.