Blueprint
As filed with the Securities and Exchange Commission on September
14, 2018
Registration No. 333-195263
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
SANUWAVE Health, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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3841
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20-1176000
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(State
or other Jurisdiction
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(Primary
Standard Industrial
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(I.R.S.
Employer
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of
Incorporation or
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Classification
Code Number)
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Identification
No.)
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Organization)
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3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(770) 419-7525
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive
offices)
Kevin A. Richardson, II
Acting Chief Executive Officer
SANUWAVE Health, Inc.
3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(770) 419-7525
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications, including communications sent to
agent for service, should be sent to:
Murray Indick, Esq.
John M. Rafferty, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
(415) 268-7000
Approximate date of commencement of proposed
sale to the public: As soon as practicable after this
registration statement becomes effective.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following
box: ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
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.
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Large accelerated filer ☐
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Accelerated filer
☐
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Non-accelerated filer ☐
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Smaller reporting company
☒
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(Do
not check if a smaller reporting company)
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Emerging growth company
☐
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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 7(a)(2)(B) of the
Securities Act. ☐
This
Post-Effective Amendment No. 2 to Form S-1 Registration Statement
(Registration No. 333-195263) shall become effective in accordance
with the provisions of Section 8(c) of the Securities Act of
1933.
Explanatory Note
Deregistration of Unsold Securities
SANUWAVE
Health, Inc. (the “Registrant”) filed Registration
Statement on Form S-1 (Registration No. 333-195263) (the
“Registration Statement”), which was declared effective
by the Securities and Exchange Commission on May 6, 2014. The
Registrant is filing this Post-Effective Amendment No. 2 to the
Registration Statement to clarify the amount of shares being
deregistered.
The Registrant is filing this Post-Effective
Amendment No. 2 to the Registration Statement to terminate the
Registration Statement and deregister all of the securities
thereunder that remain unsold as of the date hereof, consisting of
the resale of 42,456,000 shares of the Registrant’s
common stock, par value $0.001 per share (the “Common
Stock”), which amount reflects (1) all 56,793,600 shares of
Common Stock registered for resale by certain selling stockholders
as of the effectiveness of the Registration Statement minus (2) all
14,337,600 shares of Common Stock issuable upon the exercise of the
Series B warrants, which warrants expired unexercised in March
2015.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Suwanee,
State of Georgia, on September 14, 2018.
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SANUWAVE Health, Inc.
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By:
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/s/
Kevin
A. Richardson, II
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Name:
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Kevin A.
Richardson, II
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Title:
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Acting Chief
Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated:
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Signatures
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Capacity
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Date
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By: /s/ Kevin A. Richardson,
II
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Director
and Acting Chief Executive Officer
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September
14, 2018
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Name: Kevin A. Richardson, II
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(principal
executive officer)
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By:
/s/ Lisa E.
Sundstrom
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Chief
Financial Officer
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September 14, 2018
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Name: Lisa E. Sundstrom
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(principal
financial and accounting officer)
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By: *
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Director
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September 14, 2018
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Name: John F. Nemelka
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By: *
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Director
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September 14, 2018
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Name: Alan L. Rubino
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By: *
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Director
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September
14, 2018
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Name: A. Michael
Stolarski
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By: *
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Director
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September
14, 2018
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Name: Maj-Britt
Kaltoft
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*By:
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/s/ Kevin A. Richardson,
II
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Attorney-in-fact
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