SEC Comment Letter 0000000000-23-007472 to SANUWAVE Health, Inc. (SNWV) (CIK 0001417663) (SNWV)
SANUWAVE Health, Inc. (SNWV) (CIK 0001417663)
Date: July 12, 2023 · CIK: 0001417663 · Accession: 0000000000-23-007472
AI Filing Summary & Sentiment
File numbers found in text: 333-273060
Letter
United States securities and exchange commission logo July 12, 2023 Morgan Frank Interim Chief Executive Officer SANUWAVE Health, Inc. 11495 Valley View Road Eden Prairie, Minnesota 55344 Re:SANUWAVE Health, Inc. Registration Statement on Form S-1 Filed June 30, 2023 File No. 333-273060 Dear Morgan Frank: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 Incorporation of Certain Information by Reference, page 16 1.Please tell us why you are eligible to incorporate by reference. In this regard, we note the risk factor disclosure in your 10-K for the fiscal year ended December 31, 2022 that your common stock is considered a penny stock. Therefore, it appears that you may currently be, or may have been, a registrant for an offering of penny stock within the past three years. Please refer to General Instruction VII.D.1(c) of Form S-1. Alternatively, revise your reference to incorporation by reference and provide all required disclosure within the prospectus.
FirstName LastNameMorgan Frank Comapany NameSANUWAVE Health, Inc. July 12, 2023 Page 2 FirstName LastName Morgan Frank SANUWAVE Health, Inc. July 12, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Ben Stacke
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United States securities and exchange commission logo
July 12, 2023
Morgan Frank
Interim Chief Executive Officer
SANUWAVE Health, Inc.
11495 Valley View Road
Eden Prairie, Minnesota 55344
Re:SANUWAVE Health, Inc.
Registration Statement on Form S-1
Filed June 30, 2023
File No. 333-273060
Dear Morgan Frank:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Incorporation of Certain Information by Reference, page 16
1.Please tell us why you are eligible to incorporate by reference. In this regard, we note the
risk factor disclosure in your 10-K for the fiscal year ended December 31, 2022 that your
common stock is considered a penny stock. Therefore, it appears that you may currently
be, or may have been, a registrant for an offering of penny stock within the past three
years. Please refer to General Instruction VII.D.1(c) of Form S-1. Alternatively, revise
your reference to incorporation by reference and provide all required disclosure within the
prospectus.
FirstName LastNameMorgan Frank
Comapany NameSANUWAVE Health, Inc.
July 12, 2023 Page 2
FirstName LastName
Morgan Frank
SANUWAVE Health, Inc.
July 12, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jessica Ansart at 202-551-4511 or Katherine Bagley at 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Ben Stacke