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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report
(Date of earliest event reported)
May 31, 2018
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SANUWAVE Health, Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-52985
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20-1176000
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
No.)
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3360
Martin Farm Road, Suite 100, Suwanee, Georgia
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30024
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(770) 419-7525
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N/A
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(Former
name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registration is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company. ☐
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.
☐
Item
5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c) On
June 4, 2018, SANUWAVE Health, Inc. (the “Company”) announced that Shri
Parikh, age 46, had been hired to serve as President, Healthcare.
Mr. Parikh’s appointment as President, Healthcare was made
effective on May 31, 2018, his start date.
From
April 2013 to May 2018, Mr. Parikh was Vice President, Sales and
Marketing and Corporate Accounts, North America for Molnlycke
Health Care where he was responsible for directly managing US
National sales and marketing for Molnlycke Health Care’s
Surgical portfolio and Wound Care. Previously, from 2011 to 2013,
he was Senior Director, Sales and National Accounts for Stryker
Corporation in Austin, Texas.
Mr.
Parikh held various positions from 2002 to 2011 with St. Jude
Medical. At St. Jude, he began his career as a Corporate Accounts
Director and progressed to Regional Sales Director, to Senior
Director of Corporate Accounts, and finally to Vice President,
Strategic Corporate and National Accounts. Previously, from 2001 to
2002, he was a Sales Representative with Guidant Corporation.
Before that, from 1996 to 2001, he held several positions with
Bristol-Myers Squibb Pharmaceuticals.
Mr.
Parikh graduated from Davidson College with a BA in Medical Ethics
and Economics, earned an MBA from Jacksonville University and
earned a Masters of Science in Molecular Biology from University of
North Carolina.
Mr.
Parikh has no family relationships with any executive officer or
director of the Company.
Previously, on
April 15, 2018, the Company entered into an Offer Letter Agreement
(the “Offer
Letter”) with Mr. Parikh, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K (this
“Report”). Pursuant to
the Offer Letter, Mr. Parikh agreed to serve as the President,
Healthcare of the Company commencing on May 31, 2018. Mr. Parikh is
entitled to an annual base salary of $311,000, with a performance
and compensation review to occur not less often than annually, at
which time his compensation may be adjusted as determined by the
board of directors.
Mr.
Parikh is also eligible to earn an annual bonus award of up to one
hundred percent of his annual salary based on the achievement of
certain performance goals established by the Company, with a
guaranteed cash bonus of up to $181,416.67 for the 2018 calendar
year and up to $129,583.33 for the 2019 calendar year. In addition,
Mr. Parikh is eligible for a one-time bonus award of $128,000 if
the Company’s revenue attains or exceeds $10,000,000 in
calendar year 2019. Per the Offer Letter, Mr. Parikh was granted
options to purchase 2,000,000 shares of the Company’s common
stock, $0.001 par value, at an exercise price of $0.42 per share,
under the Amended and Restated 2006 Stock Incentive Plan, subject
to approval by the board of directors. The options vest upon
issuance and will expire if not exercised in full in 10
years.
Mr.
Parikh is also entitled to participate in the Company’s
employee benefit plans (other than annual bonus and incentive
plans). The Offer Letter contains an agreement not to compete,
which covers the term of employment and two years thereafter, and a
confidentiality provision, which is indefinite.
The
description of the Offer Letter contained in Item 5.02 of this
Report is qualified in its entirety by reference to the full text
of the Offer Letter filed herewith as Exhibit 10.1, which is
incorporated herein by reference.
A copy
of the press release issued by the Company announcing the executive
change is filed with this Report as Exhibit 99.1.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
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Description
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Offer Letter, dated as of April
15, 2018 by and between SANUWAVE Health, Inc. and Shri
Parikh.
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Press release issued by SANUWAVE
Health, Inc. on June 4, 2018.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SANUWAVE HEALTH, INC.
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Date:
June 7, 2018
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By:
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/s/ Lisa E. Sundstrom
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Lisa E.
Sundstrom
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Controller
and Chief Financial Officer
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