0001140361-22-019405.txt : 20220516 0001140361-22-019405.hdr.sgml : 20220516 20220516170028 ACCESSION NUMBER: 0001140361-22-019405 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220516 DATE AS OF CHANGE: 20220516 EFFECTIVENESS DATE: 20220516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANUWAVE Health, Inc. CENTRAL INDEX KEY: 0001417663 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 201176000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52985 FILM NUMBER: 22930522 BUSINESS ADDRESS: STREET 1: 3360 MARTIN FARM RD STREET 2: SUITE 100 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 770-419-7525 MAIL ADDRESS: STREET 1: 3360 MARTIN FARM RD STREET 2: SUITE 100 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: RUB MUSIC ENTERPRISES, INC. DATE OF NAME CHANGE: 20071106 NT 10-Q 1 brhc10037747_nt10q.htm NT 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-52985

(Check One):

☐ Form 10-K  ☐  Form 20-F  ☐  Form 11-K   ☒  Form 10-Q  ☐  Form 10-D  ☐  Form N-CEN ☐  Form N-CSR

For Period Ended: March 31, 2022

☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q

For the Transition Period Ended: N/A

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Full Name of Registrant: SANUWAVE HEALTH, INC. 

Former Name if Applicable:  N/A

Address of Principal Executive Office (Street and Number): 3360 Martin Farm Road, Suite 100

City, State and Zip Code:   Suwanee, Georgia 30024

PART II
RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒
(b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III
NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Sanuwave Health, Inc. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Quarterly Report”) within the prescribed time period for the reasons set forth below.

The Company is unable to file its Quarterly Report within the prescribed time period without unreasonable effort or expense because of the Company’s lack of internal accounting staff.  Due to the lack of the Company’s staffing, the independent registered public accounting firm is still in the process of completing the review of the financial statements for the period ended March 31, 2022 and the Company will need additional time to complete its audit of such financial statements.

Although the Company continues to work expeditiously to complete the work necessary to file the Quarterly Report as soon as practicable, the Company does not anticipate filing the Quarterly Report within the five-day period provided by Rule 12b-25.

PART IV
OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification:

Lisa Sundstrom
(770)
419-7525
Name
(Area Code)
(Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).  ☒  Yes  ☐ No

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?   ☐  Yes   ⌧  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant expects to report revenue for the quarter ended March 31, 2022 of approximately $3.2 million compared to $2.1 million for the quarter March 31, 2021.  The change is primarily due to the increased sales of UltraMIST systems and applicators.  The Registrant is not able to provide a further estimate of results at this time as the Registrant has not yet completed the reporting process and review relating to the Registrant’s financial statements.
 
The financial result presented above for the quarter ended March 31, 2022 reflects a preliminary estimate of the Registrant’s revenue and anticipated change for the corresponding prior period as of the date of the filing of the Form 12b-25.  This estimate is subject to change upon the completion of the reporting process and review of the Registrant’s financial statements, and actual results may vary significantly from this estimate.

Cautionary Statement Regarding Forward-Looking Statements

This document contains forward-looking statements, which are based on the Registrant’s current expectations, estimates, and projections about the Registrant’s and its subsidiaries’ businesses and prospects, as well as management’s beliefs, and certain assumptions made by management.  Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Registrant undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements include, but are not limited to, statements about the anticipated timing of the filing of the Registrant’s Form 10-Q for the quarter ended March 31, 2022, and the Registrant’s anticipated financial results for such period.  Such statements are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such differences include, but are not limited to, those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registrant’s most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission (“SEC”), and similar disclosures in subsequent reports filed with the SEC.

SANUWAVE HEALTH, INC.
 (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

By:
/s/ Lisa E. Sundstrom
  
 
Lisa E. Sundstrom, Chief Financial Officer
 
 
 

May 16, 2022