Form 8-K - Current report

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)

July 21, 2023

SANUWAVE Health, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-52985	20-1176000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11495 Valley View Road, Eden Prairie, Minnesota	55344
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(770) 419-7525

N/A

(Former name or former address, if changed since last report)

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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 1.01

Entry into a Material Definitive Agreement.

On July 21, 2023, SANUWAVE Health, Inc. (the “Company”) issued Asset-Backed Secured Promissory Notes in an aggregate principal amount of $4.6 million (the “Notes”) to certain accredited investors (the “Purchasers”) at an original issue discount of 33.33% (the “Private Placement”). The Notes bear interest at a rate of zero percent (0%) per annum and mature on January 21, 2023 (the “Maturity Date”). The closing of the Private Placement occurred on July 21, 2023, when the Company received total proceeds of approximately $3.0 million.

The Notes were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof. Each Purchaser represented that it was an accredited investor.

In connection with the Private Placement, on July 21, 2023, the Company entered into a security agreement in favor of each Purchaser to secure the Company’s obligations under the Notes (the “Security Agreement”).

The rights of each Purchaser to receive payments under its Notes are subordinate to the rights of NH Expansion Credit Fund Holdings LP (“North Haven Expansion”) pursuant to a subordination agreement, which the Company and the Purchasers entered into with North Haven Expansion on July 21, 2023 in connection with the Private Placement (the “Subordination Agreement”).

On July 21, 2023, the Company and the Purchasers also entered into a side letter (the “Side Letter”), pursuant to which the parties agreed that upon the Maturity Date, the Company will issue each Purchaser (i) a Future Advance Convertible Promissory Note (the “Future Advance Convertible Promissory Note”) with the same principal amount as the principal amount of such Purchasers’ Note, plus any accrued and unpaid interest, substantially in the form of Exhibit 4.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and (ii) two Common Stock Purchase Warrants (the “Warrants”), one with an exercise price of $0.04 per share and one with an exercise price of $0.067 per share, substantially in the form of Exhibit 4.30 to the Form 10-K, each of which shall be exercisable for such number of shares of the Company’s common stock calculated by dividing the principal amount of the Purchaser’s Future Advance Convertible Promissory Note by $0.04. In addition, the parties agreed to enter into a securities purchase agreement, a subordination agreement, a security agreement and a registration rights agreement, which shall be substantially in the forms of Exhibits 10.67, 10.68, 10.69 and 10.70, respectively, to the Form 10-K.

The foregoing descriptions of the Notes, the Security Agreement, the Subordination Agreement and the Side Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Note, the Security Agreement, the Subordination Agreement and the Side Letter, which are filed as Exhibit 4.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.01

Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

4.1		Form of Asset-Backed Secured Promissory Note issued to certain purchasers, dated July 21, 2023.
10.1		Security Agreement, dated July 21, 2023, by and among the Company and certain lenders.
10.2		Subordination Agreement, dated July 21, 2023, by and among the Company, NH Expansion Credit Fund Holdings LP and certain creditors.
10.3		Side Letter, dated June 21, 2023, by and among the Company and certain purchasers.
104		Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

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.

	SANUWAVE HEALTH, INC.

Dated: July 26, 2023	By:	/s/ Toni Rinow
	Name:	Toni Rinow
	Title:	Chief Financial Officer

Exhibit 4.1

ASSET-BACKED SECURED PROMISSORY NOTE

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE TO THE INDEBTEDNESS OF SANUWAVE HEALTH, INC. (OR ANY SUCCESSOR THERETO) TO NH EXPANSION CREDIT FUND HOLDINGS LP, TO THE EXTENT AND PURSUANT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF JULY 21, 2023, BY AND AMONG NH EXPANSION CREDIT FUND HOLDINGS LP AND THE PARTIES IDENTIFIED ON THE SIGNATURE PAGES THERETO, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME (OR ANY SUCCESSOR AGREEMENT WHICH REPLACES AND REFERENCES SUCH AGREEMENT).

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(C) OF THE CODE. THE NOTEHOLDER MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF OID, THE ISSUE PRICE, THE ISSUE DATE AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THE MAKER AT 11495 VALLEY VIEW ROAD, EDEN PRAIRIE, MINNESOTA 55344.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE ACT OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, SANUWAVE Health, Inc., a Nevada corporation (the “Maker”), hereby unconditionally promises to pay to the order of [●] or its assigns (the “Noteholder,” and together with the Maker, the “Parties”), the principal amount of [●] U.S. dollars ($[●]) (the “ABL”), together with all accrued and unpaid interest thereon, as provided in this Asset-Backed Secured Promissory Note (the “Note,” as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms).

WHEREAS, the Note evidences the ABL being made by the Noteholder to the Maker in the amount of [●] U.S. dollars ($[●]) (the “Loan Amount”), which represents an original issue discount of 33.33% to the principal amount of the Note; and

WHEREAS, the Maker desires to secure its obligations under the Note by granting the Noteholder a security interest pursuant to the Security Agreement.

1. Definitions. Capitalized terms used herein shall have the meanings set forth in this Section 1.

“ABL” has the meaning set forth in the introductory paragraph.

“Act” means the Securities Act of 1933, as amended.

“Applicable Rate” means the rate equal to zero per cent (0.0%) per annum.

“Board” has the meaning set forth in Section 8.1(b).

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Common Stock” means the common stock, par value $0.001 per share, of the Maker.

“Company Covered Person” has the meaning set forth in Section 8.1(g).

“Default” means any of the events specified in Section 6 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 6 would, unless cured or waived, become an Event of Default.

“Default Rate” means, at any time, the Applicable Rate plus one percent (1.0%).

“Disqualification Events” has the meaning set forth in Section 8.1(g).

“Effective Date” means July 21, 2023.

“Event of Default” has the meaning set forth in Section 6.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.

“Interest Payment Date” means the 15^th day of every month commencing on the first such date to occur after the date this Note is executed by the Maker.

“Law” as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest.

“Loan Amount” has the meaning set forth in the introductory paragraph.

“Maker” has the meaning set forth in the introductory paragraph.

“Material Adverse Effect” has the meaning set forth in Section 8.1(a).

“Maturity Date” means January 21, 2024.

“Note” has the meaning set forth in the introductory paragraph.

“Noteholder” has the meaning set forth in the introductory paragraph.

“Parties” has the meaning set forth in the introductory paragraph.

“Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.

“Security Agreement” means the security agreement to be entered into between the parties on or about the date hereof securing the ABL evidenced under this Note.

2. Final Payment Date; Optional Prepayments; Receipt of Proceeds.

2.1 Final Payment Date. The aggregate unpaid principal amount of the ABL, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the Maturity Date, unless otherwise provided in this Section 2.

2.2 Receipt of Proceeds. Maker hereby acknowledges receipt of the full Loan Amount of the ABL.

3. Security Agreement. The Maker’s performance of its obligations hereunder is secured by a security interest in the collateral specified in the Security Agreement and Maker confirms and agrees that this Note in no way acts as a release or relinquishment of the Liens created by the Security Agreement. All of the provisions of the Security Agreement now or heretofore executed by Maker as heretofore or contemporaneously herewith modified are hereby ratified and affirmed in all respects. The Lien securing payment of this Note is hereby confirmed by Maker in all respects and shall remain in full force and effect until the indebtedness evidenced by this Note shall be fully and finally paid under the terms of this Note.

4. Interest.

4.1 Interest Rate. Except as otherwise provided herein, the outstanding principal amount of the ABL made hereunder shall bear interest at the Applicable Rate from the Effective Date until the ABL is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.

4.2 Interest Payment Dates. Interest shall be payable monthly in arrears to the Noteholder on each Interest Payment Date.

4.3 Default Interest. If any amount payable hereunder is not paid when due after the date hereof (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount of principal and accrued but unpaid interest shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full.

4.4 Computation of Interest. All computations of interest shall be made on the basis of 365 or 366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on the ABL on the day on which such ABL is made and shall not accrue on the ABL on the day on which it is paid.

4.5 Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on the ABL shall exceed the maximum rate of interest permitted to be charged by the Noteholder to the Maker under applicable Law, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable Law.

5. Payment Mechanics.

5.1 Manner of Payment. Unless alternative arrangements are agreed to by the Parties in writing, all payments of interest and principal shall be made in lawful money of the United States of America no later than 11:59 PM (central) on the date on which such payment is due by electronic transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder in writing to the Maker from time to time.

5.2 Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under the Note.

5.3 Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

6. Events of Default. The occurrence of any of the following shall constitute an Event of Default hereunder:

6.1 Failure to Pay. The Maker fails to pay (a) any principal amount of the ABL when due or (b) interest or any other amount when due and such failure in the case of clause (a) or clause (b) of this paragraph continues for five (5) Business Days.

6.2 Breach of Representations and Warranties. Any representation or warranty made or deemed made by the Maker to the Noteholder herein or in the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made or deemed made.

6.3 Breach of Covenants. The Maker fails to observe or perform any covenant, obligation, condition, or agreement contained in this Note or the Security Agreement, other than that specified in Section 6.1 and such failure continues for ten (10) calendar days.

6.4 Bankruptcy.

(a) the Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) there is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 6.4(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of thirty (30) calendar days;

(c) there is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within thirty (30) calendar days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 6.4(a), Section 6.4(b), or Section 6.4(c) above; or

(e) the Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

6.5 Judgments. A judgment or decree is entered against the Maker and such judgment or decree has not been vacated, discharged, or stayed or bonded pending appeal within thirty (30) calendar days from the entry thereof.

7. Remedies. Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice to the Maker (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or (b) exercise any or all of its rights, powers, or remedies under the Security Agreement or applicable Law; provided, however that, if an Event of Default described in Section 6.4 shall occur, the principal of and accrued interest on the ABL shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder.

8. Representations and Warranties.

8.1 Representations and Warranties of the Maker. The Maker hereby represents and warrants to the Noteholder as of the date the Note was executed by Maker as follows:

(a)

Organization, Good Standing and Qualification. The Maker is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Maker has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Maker is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Maker or its business (a “Material Adverse Effect”).

(b)

Corporate Power. The Maker has all requisite corporate power to issue this Note and to carry out and perform its obligations under this Note. The Maker’s Board of Directors (the “Board”) has approved the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Maker after reasonable inquiry concerning the Maker’s financing objectives and financial situation.

(c)

Authorization. All corporate action on the part of the Maker, the Board and the Maker’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes a valid and binding obligation of the Maker enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws.

(d)

Governmental Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any governmental authority required on the part of the Maker in connection with issuance of this Note has been obtained.

(e)

Compliance with Laws. To its knowledge, the Maker is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation of which would have a Material Adverse Effect.

(f)

Compliance with Other Instruments. The execution, delivery and performance of this Note will not result in any violation of the Maker’s certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any Lien, charge or encumbrance upon any assets of the Maker (except for the Security Agreement) or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Maker, its business or operations or any of its assets or properties. Without limiting the foregoing, the Maker has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Maker to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Maker to offer or issue any securities of the Maker as a result of the consummation of the transactions contemplated hereunder.

(g)

No “Bad Actor” Disqualification. The Maker has exercised reasonable care to determine whether any Company Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act (“Disqualification Events”). To the Maker’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Maker has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. For purposes of this Note, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Act; provided, however, that Company Covered Persons do not include (a) any Noteholder, or (b) any person or entity that is deemed to be an affiliated issuer of the Maker solely as a result of the relationship between the Maker and any Noteholder.

(h)

Offering. Assuming the accuracy of the representations and warranties of the Noteholder contained in Section 8.2(b) below, the offer, issue, and sale of this Note is and will be exempt from the registration and prospectus delivery requirements of the Act, and has been registered or qualified (or is exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

(i)

Use of Proceeds. The Maker shall use the proceeds of this Note solely for the operations of its business, and not for any personal, family or household purpose.

8.2 Representations and Warranties of the Noteholder. The Noteholder hereby represents and warrants to the Maker as of the date the Note was executed by Maker as follows:

(a)

Purchase for Own Account. The Noteholder is acquiring the Note solely for the Noteholder’s own account and beneficial interest for investment and not for sale or with a view to distribution of the Note or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

(b)

Information and Sophistication. Without lessening or obviating the representations and warranties of the Maker set forth in subsection (a) above, the Noteholder hereby: (A) acknowledges that the Noteholder has received all the information the Noteholder has requested from the Maker and the Noteholder considers necessary or appropriate for deciding whether to acquire the Note, (B) represents that the Noteholder has had an opportunity to ask questions and receive answers from the Maker regarding the terms and conditions of the offering of the Note and to obtain any additional information necessary to verify the accuracy of the information given the Noteholder and (C) further represents that the Noteholder has such knowledge and experience in financial and business matters that the Noteholder is capable of evaluating the merits and risk of this investment.

(c)

Ability to Bear Economic Risk. The Noteholder acknowledges that investment in the Note involves a high degree of risk, and represents that the Noteholder is able, without materially impairing the Noteholder’s financial condition, to hold the Note for an indefinite period of time and to suffer a complete loss of the Noteholder’s investment.

(d)

Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Noteholder further agrees not to make any disposition of all or any portion of the Note unless and until:

There is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

ii.

The Noteholder shall have notified the Maker of the proposed disposition and furnished the Maker with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Maker, the Noteholder shall have furnished the Maker with an opinion of counsel, reasonably satisfactory to the Maker, that such disposition will not require registration under the Act or any applicable state securities laws; provided that no such opinion shall be required for dispositions in compliance with Rule 144 under the Act, except in unusual circumstances.

iii.

Notwithstanding the provisions of paragraphs i. and ii. above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Noteholder to a partner (or retired partner) or member (or retired member) of the Noteholder in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were the Noteholders hereunder.

(e)

Accredited Investor Status. The Noteholder is an “accredited investor” as such term is defined in Rule 501 under the Act.

(f)

No “Bad Actor” Disqualification. The Noteholder represents and warrants that neither (A) the Noteholder nor (B) any entity that controls the Noteholder or is under the control of, or under common control with, the Noteholder, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed in writing in reasonable detail to the Maker. The Noteholder represents that the Noteholder has exercised reasonable care to determine the accuracy of the representation made by the Noteholder in this paragraph, and agrees to notify the Maker if the Noteholder becomes aware of any fact that makes the representation given by the Noteholder hereunder inaccurate.

(g)

Foreign Investors. If the Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Noteholder hereby represents that the Noteholder has satisfied the Noteholder as to the full observance of the laws of the Noteholder’s jurisdiction in connection with any invitation to subscribe for this Note or any use of this Note, including (A) the legal requirements within the Noteholder’s jurisdiction for the purchase of the Note, (B) any foreign exchange restrictions applicable to such purchase, (C) any governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Note. The Noteholder’s subscription, payment for and continued beneficial ownership of the Note will not violate any applicable Law.

(h)

Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking statements and information provided to the Noteholder, the Noteholder acknowledges that such statements were prepared based upon assumptions deemed reasonable by the Maker at the time of preparation. There is no assurance that such statements will prove to be accurate, and the Maker has no obligation to update such statements.

9. Miscellaneous.

9.1 Notices.

(a) All notices, requests, or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as provided in the Security Agreement, or as a Party may from time to time specify in writing.

(b) Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; (ii) sent by facsimile during the recipient’s normal business hours shall be deemed to have been given when sent (and if sent after normal business hours shall be deemed to have been given at the opening of the recipient’s business on the next business day); and (iii) sent by email shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email, or other written acknowledgment).

9.2 Expenses. The Maker and the Holder shall each be responsible for their own respective costs, expenses and fees incurred in connection with the transactions contemplated hereby.

9.3 Governing Law. This Note, the Security Agreement, and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note, the Security Agreement, and the transactions contemplated hereby and thereby, shall be governed by the laws of the State of New York, without regard to any conflict of laws provisions thereof.

9.4 Submission to Jurisdiction.

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note or the Security Agreement may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York and (ii) submits to the jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 9.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

9.5 Venue. The Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note or the Security Agreement in any court referred to in Section 9.4(b) and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

9.6 Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE, THE SECURITY AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

9.7 Counterparts; Integration; Effectiveness. This Note, the Security Agreement, and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note and the Security Agreement constitute the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note or the Security Agreement, as applicable.

9.8 Successors and Assigns. This Note may be assigned, transferred, or negotiated by the Noteholder to any Person, at any time, without notice to or the consent of the Maker. The Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns.

9.9 Waiver of Notice. The Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment, notice of acceleration of maturity, and diligence in connection with the enforcement of this Note or the taking of any action to collect sums owing hereunder.

9.10 Amendments and Waivers. No term of this Note may be waived, modified, or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

9.11 Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.

9.12 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.

9.13 Severability. If any term or provision of this Note or the Security Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or the Security Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

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IN WITNESS WHEREOF, the Maker has executed this Note as of July 21, 2023.

	MAKER:

	SANUWAVE HEALTH, INC.

	By:	/s/ Morgan C. Frank
	Name: Morgan C. Frank
	Title: Chief Executive Officer

Exhibit 10.1

SECURITY AGREEMENT

THIS SECURITY AGREEMENT dated as of July 21, 2023 (this “Agreement”), is made by SANUWAVE Health, Inc., a corporation organized under the laws of Nevada (the “Borrower”), having an address of 11495 Valley View Road, Eden Prairie, MN 55344, in favor of the lenders set forth on the signature pages hereto (together with their successors and permitted assigns, the “Lenders”).

WITNESSETH:

WHEREAS, the Borrower is indebted to Lenders pursuant to Asset-Backed Secured Promissory Notes, dated as of July 21, 2023, in the aggregate principal amount of $4,451,327.43 (the “Principal”) (together with any and all extensions, renewals, or modifications thereof, the “Notes”), executed by the Borrower in favor of the Lenders;

WHEREAS, the Notes evidence an asset-backed loan (the “ABL”) being made by the Lenders to the Borrower in the aggregate amount of $2,967,700, which represents an original issue discount of 33.33% to the Principal; and

WHEREAS, the Borrower desires to secure its obligations under the Notes by granting the Lenders a security interest pursuant to this Agreement.

NOW, THEREFORE, in consideration of the promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement agree as follows:

1. Definitions. In addition to the terms defined elsewhere in this Agreement, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Notes.

2. Grant of Security Interest. As security for the full and punctual payment of the Principal amount (including amounts representing accrued interest on the Notes) when due and payable (whether upon stated maturity or otherwise), the Borrower does hereby pledge, assign, transfer and deliver to the Lenders a continuing and unconditional security interest in and to any and all property of the Borrower, of any kind or description, tangible or intangible, wheresoever located and whether now existing or hereafter arising or acquired, including but not limited to, all of the following (all of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Collateral”):

(a) All goods (and embedded computer programs and supporting information included within the definition of “goods” under the Uniform Commercial Code as adopted and in effect in the State of New York, as amended from time to time (the “UCC”)) and equipment now owned or hereafter acquired, including, without limitation, all laboratory equipment, computer equipment, office equipment, machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

(b) All inventory now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products including such inventory as is temporarily out of the Borrower’s custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and the Borrower’s books relating to any of the foregoing;

(c) All contract rights and general intangibles, including intellectual property, now owned or hereafter acquired, including, without limitation, goodwill, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, software, computer programs, computer disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payment intangibles, commercial tort claims, payments of insurance and rights to payment of any kind;

(d) All now existing and hereafter arising accounts, contract rights, royalties, license rights, license fees and all other forms of obligations owing to the Borrower arising out of the sale or lease of goods, the licensing of technology or the rendering of services by the Borrower (subject, in each case, to the contractual rights of third parties to require funds received by the Borrower to be expended in a particular manner), whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by the Borrower and the Borrower’s books relating to any of the foregoing;

(e) All documents, cash, deposit accounts, letters of credit (whether or not the letter of credit is evidenced by a writing), certificates of deposit, instruments, promissory notes, chattel paper (whether tangible or electronic) and investment property, including, without limitation, all securities, whether certificated or uncertificated, security entitlements, securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise, wherever located, now owned or hereafter acquired and the Borrower’s books relating to the foregoing; and

(f) Any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof, including, without limitation, insurance, condemnation, requisition or similar payments and proceeds of the sale or licensing of intellectual property;

provided, that notwithstanding anything herein to the contrary, the Collateral shall not include (i) any title to or interest in that certain Master Equipment Lease (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Master Lease”), or any equipment lease schedule executed by the Borrower from time to time pursuant to the Master Lease (each, a “Schedule”), and the personal property described in each Schedule, together with all replacements, parts, repairs, additions, attachments and accessories incorporated therein, and (ii) now existing and hereafter arising accounts owing to the Borrower.

3. Indebtedness Secured. This Agreement and the security interests granted herein secure the following obligations (collectively, the “Obligations”): (a) the obligations of the Borrower to the Lenders under the Notes and (b) any and all other indebtedness of the Borrower to the Lenders, now existing or hereafter arising, of whatever class or nature, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, and whether or not now contemplated by the parties; and any and all extensions, renewals, and modifications of any of the foregoing.

4. Authorization To File Financing Statements. The Borrower hereby irrevocably authorizes the Lenders at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments to this Agreement that: (a) indicate the Collateral, and (b) provide any other information required by part 5 of Article 9 of the UCC or the Uniform Commercial Code of such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Borrower is an organization, the type of organization and any organizational identification number issued to the Borrower.

5. Relation to Other Security Documents. The Lenders’ security interest in the Collateral is expressly subordinated to all other current and future security interests in the Collateral. For the avoidance of doubt, the Borrower and the Lenders acknowledge that the rights and obligations of the parties hereto are subject to the Subordination Agreement, dated as of July 21, 2023, between the Lenders and NH Expansion Credit Fund Holdings LP.

6. Representations and Warranties Concerning Borrower’s Legal Status. The Borrower hereby represents and warrants to the Lenders as follows: (a) the Borrower’s exact legal name is that indicated in this Agreement and on the signature page hereof, (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth above in this Agreement, and (c) the Borrower’s place of business and mailing address is the address set forth above.

7. Covenants Concerning Borrower’s Legal Status. The Borrower covenants with the Lenders as follows: (a) without providing written notice within ten (10) calendar days thereof to the Lenders, the Borrower will not change its name, its place of business or, if more than one, chief executive office, or its mailing address or organizational identification number if it has one, (b) if the Borrower does not have an organizational identification number and later obtains one, the Borrower will forthwith notify the Lenders of such organizational identification number, and (c) the Borrower will not change its type of organization, jurisdiction of organization, or other legal structure.

8. Covenants Concerning Collateral, etc. The Borrower further covenants with the Lenders as follows: (a) the Borrower will permit the Lenders, or their designee, to inspect the Collateral at any reasonable time, (b) the Borrower will pay promptly or cause to be paid when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in connection with this Agreement (not including those taxes, assessments, charges or levies which are being diligently contested in good faith and by appropriate proceedings, and such contest operates to suspend collection of such contested taxes, assessments, charges and levies) and (c) no transfer or license to any intellectual property will be made without the Lenders’ prior written consent.

9. Collateral Protection Expenses; Preservation of Collateral.

(a) Expenses Incurred by a Lender. In any Lender’s discretion, if the Borrower fails to do so, a Lender may discharge taxes and other encumbrances at any time levied or placed on any of the Collateral, make repairs under this Agreement and pay any necessary filing fees or insurance premiums. The Borrower agrees to reimburse such Lender on demand for all expenditures so made. No Lender shall have any obligation to the Borrower to make any such expenditures, nor shall the making of such expenditures be construed as a waiver or cure any Event of Default.

(b) Lenders’ Obligations and Duties. Anything in this Agreement to the contrary notwithstanding, the Borrower shall remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by the Borrower thereunder. The Lenders shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by a Lender of any payment relating to any of the Collateral, nor shall the Lenders be obligated in any manner to perform any of the obligations of the Borrower under any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by a Lender in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to a Lender or to which a Lender may be entitled at any time or times.

10. Rights and Remedies. If an Event of Default shall have occurred and be continuing, the Lenders, without any other notice to or demand upon the Borrower, shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC and any additional rights and remedies as may be provided to a secured party in any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the Collateral, and for that purpose the Lenders may, so far as the Borrower can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. The Lenders may in their discretion require the Borrower to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of the Borrower’s principal office(s) or at such other locations as the Lenders may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Lenders shall give to the Borrower at least five (5) Business Days’ prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Borrower hereby acknowledges that five (5) Business Days’ prior written notice of such sale or sales shall be reasonable notice. In addition, the Borrower waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Lenders’ rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect to this Agreement.

11. Standards for Exercising Rights and Remedies. To the extent that applicable law imposes duties on the Lenders to exercise remedies in a commercially reasonable manner, the Borrower acknowledges and agrees that it is not commercially unreasonable for the Lenders: (a) to fail to incur expenses reasonably deemed significant by the Lenders to prepare Collateral for disposition or otherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (d) to contact other persons, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of the Collateral, (e) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (f) to dispose of Collateral by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (g) to dispose of assets in wholesale rather than retail markets, (h) to disclaim disposition warranties, or (i) to the extent deemed appropriate by the Lenders, to obtain the services of brokers, consultants, and other professionals to assist the Lenders in the collection or disposition of any of the Collateral. The Borrower acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Lenders would fulfill the Lenders’ duties under the UCC or the Uniform Commercial Code of any other relevant jurisdiction in the Lenders’ exercise of remedies against the Collateral and that other actions or omissions by the Lenders shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this Section. Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Borrower or to impose any duties on the Lenders that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section.

12. No Waiver by Lenders, etc. The Lenders shall not be deemed to have waived any of their rights and remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by each Lender. No delay or omission on the part of the Lenders in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of the Lenders with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Lenders deems expedient.

13. Suretyship Waivers by Borrower. The Borrower waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, the Borrower assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Lenders may deem advisable. The Lenders shall have no duty for the collection or protection of the Collateral or any income from the Collateral, the preservation of rights against prior parties, or the preservation of any rights pertaining to this Agreement. The Borrower further waives any and all other suretyship defenses.

14. Marshalling. The Lenders shall not be required to marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, the Borrower hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Lenders’ rights and remedies under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Borrower hereby irrevocably waives the benefits of all such laws.

15. Proceeds of Dispositions; Expenses. The Borrower shall pay to any Lender on demand any and all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by such Lender in protecting, preserving, or enforcing the Lenders’ rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Lenders may determine, proper allowance and provision being made for any Obligations not then due. In the absence of final payment and satisfaction in full of all of the Obligations, the Borrower shall remain liable for any deficiency.

16. Overdue Amounts. Until paid, all amounts due and payable by the Borrower hereunder shall be a debt secured by the Collateral and shall bear, whether before or after judgment, interest at the Default Rate.

17. Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Borrower agrees that any action or claim arising out of any dispute in connection with this Agreement, any rights or obligations hereunder or the performance or enforcement of such rights or obligations may be brought in the courts of the State of New York or any Federal court sitting in the State of New York and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Borrower by mail at the address set forth above. The Borrower hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient court.

18. Waiver of Jury Trial. THE BORROWER WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Borrower waives any right which it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Borrower (i) certifies that no Lender nor any representative, agent or attorney of any Lender has represented, expressly or otherwise, that no Lender would, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained in this Agreement and (ii) acknowledges that, in making the ABL evidenced by the Notes, the Lenders are relying upon, among other things, the waivers and certifications contained in this Section.

19. Miscellaneous. The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon the Borrower and its successors and permitted assigns, and shall inure to the benefit of the Lender and its successors and permitted assigns. If any term of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be enforceable as if such invalid, illegal or unenforceable term had not been included in this Agreement. The Borrower acknowledges receipt of a copy of this Agreement.

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IN WITNESS WHEREOF, intending to be legally bound, the Borrower has caused this Agreement to be duly executed as of the date first above written.

	BORROWER:

	SANUWAVE HEALTH, INC.

	By:	/s/ Morgan C. Frank

	Name:	Morgan C. Frank
	Title:	Chief Executive Officer

[Signature Page to Security Agreement]

IN WITNESS WHEREOF, intending to be legally bound, each Lender has caused this Agreement to be duly executed as of the date first above written.

	LENDER:

	By:

	Name:
	Title:

[Signature Page to Security Agreement]

Exhibit 10.2

SUBORDINATION AGREEMENT

This SUBORDINATION AGREEMENT, dated as of July 21, 2023, is between NH EXPANSION CREDIT FUND HOLDINGS LP (“North Haven Expansion”), as agent for the Holders (as hereafter defined; in such capacity, together with its successors or permitted assigns, “Agent”), and the creditors set forth on the signature pages hereto (“Creditors”).

R E C I T A L S

A. SANUWAVE HEALTH, INC., a Nevada corporation (“Issuer”), has requested and/or obtained certain credit accommodations from the Holders under, and as defined in, that certain Note and Warrant Purchase and Security Agreement dated as of August 6, 2020 (as amended, restated, supplemented or otherwise modified from time to time) by and among Agent, Issuer and the Holders from time to time signatory thereto (the “NH Agreement”), including North Haven Expansion in its capacity as a Holder (each, a “Holder” and collectively, the “Holders”), which credit accommodations are or may be from time to time secured by assets and property of Issuer.

B. Creditors are the holders of Asset-Backed Secured Promissory Notes dated July 21, 2023 in the aggregate original principal amount of $4,451,327.43 (the “Notes”).

C. In order to induce each Holder to extend credit to Issuer and, at any time or from time to time, at each Holder’s option, to make such further loans, extensions of credit, or other accommodations to or for the account of Issuer, or to extend credit upon any instrument or writing in respect of which Issuer may be liable in any capacity, or to grant such renewals or extension of any such loan, extension of credit, or other accommodation as any Holder may deem advisable, Creditors are willing to subordinate: (i) all of Issuer’s indebtedness and obligations to Creditors pursuant to the Notes, whether presently existing or arising in the future (the “Subordinated Debt”) to all of Issuer’s indebtedness and obligations to Agent, for the ratable benefit of each Holder; and (ii) all of Creditors’ security interests to all of Agent’s (for the ratable benefit of each Holder’s) security interests in the property of Issuer. Notwithstanding the foregoing, Subordinated Debt shall not include any equity interests of the Issuer into which the Subordinated Debt may be converted.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Creditors subordinate to Agent, for the ratable benefit of each Holder, each security interest or lien that Creditors have in any property of Issuer. Notwithstanding the respective dates of attachment or perfection of the security interest of Creditors and the security interest of Agent, the security interest of Agent in the accounts, including health care receivables, chattel paper, general intangibles, inventory, equipment, instruments, including promissory notes, deposit accounts, investment property, documents, letter of credit rights, any commercial tort claim of Issuer which is now or hereafter identified by Issuer or Agent (or any Holder), and all other property of the Issuer (collectively, the “Collateral”) shall at all times be prior to the security interest of Creditors.

2. All Subordinated Debt is subordinated in right of payment to all obligations of Issuer to Agent and each Holder now existing or hereafter arising, together with all costs of collecting such obligations (including attorneys’ fees), including, without limitation, all interest accruing after the commencement by or against Issuer of any bankruptcy, reorganization or similar proceeding (the “Senior Debt”).

(a) Creditors will not demand or receive from Issuer (and Issuer will not pay to Creditors) all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or otherwise, nor will Creditors exercise any remedy with respect to the Collateral or any other collateral securing the Subordinated Debt, nor will Creditors accelerate the Subordinated Debt, or commence, or cause to commence, prosecute or participate in any administrative, legal or equitable action against Issuer, until such time as all the Senior Debt is fully paid in cash, and all of Agent’s and each Holder’s obligations owing to Issuer have been terminated. The foregoing notwithstanding, Creditors shall be entitled to receive payment of all amounts that constitute Subordinated Debt, in whole but not in part, solely from the proceeds of a substantially contemporaneous equity financing by Issuer, provided that a Potential Default or an Event of Default (each as defined in the NH Agreement) under the Senior Debt has not occurred and is not continuing and would not exist immediately after such payment. Nothing in the foregoing paragraph shall prohibit any Creditor from enforcing its rights in respect of the conversion all or any part of the Subordinated Debt into equity securities of Issuer in accordance with the terms of any related note or note purchase agreement.

(b) Notwithstanding anything to the contrary contained in Section 3(a) or elsewhere in this Agreement, if Agent delivers to Creditors written notice (a “Blockage Notice”) which states that there has been a default under the documents evidencing the Senior Debt (the “Senior Debt Documents”) that has not been cured then, during any Blockage Period (as defined below), Creditors shall not accept or receive any payment of any kind of or on account of the Subordinated Debt, or take any action to enforce its rights or remedies with respect to the Subordinated Debt (other than conversion of the Subordinated Debt to equity securities of the Issuer in accordance with the terms of any related note or note purchase agreement; which is expressly permitted hereunder) unless and until the earlier of (A) the time Agent notifies Creditors in writing that the default by the Issuer has been cured by the Issuer or waived by Agent, or (B) the expiration of the Blockage Period for such Blockage Notice.

As used herein, “Blockage Period” means a period of time beginning on the date a Blockage Notice is delivered to Creditors and terminating on the earlier to occur of:

(1) 120 calendar days following such date; provided that if prior to the expiration of such 120-calendar-day period, Agent has commenced and is diligently pursuing a judicial proceeding or non-judicial actions to collect or enforce the Senior Debt or foreclose on any collateral for the Senior Debt, or a case or proceeding by or against Issuer is commenced under the United States Bankruptcy Code or any other insolvency law, then such period shall be extended during the continuation of such proceedings and actions until the payment in cash in full of the Senior Debt; or

(2) the written consent of Agent to such termination.

provided that, in no event shall any payment in cash be made to or received by any Creditor before 91 calendar days after the Maturity Date under (and as defined in) the Senior Debt Documents.

4. Each Creditor shall promptly deliver to Agent in the form received (except for endorsement or assignment by a Creditor where required by Agent) for application to the Senior Debt any payment, distribution, security or proceeds received by such Creditor with respect to the Subordinated Debt other than in accordance with this Agreement.

5. In the event of Issuer’s insolvency, reorganization or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, these provisions shall remain in full force and effect, and Agent’s and each Holder’s claims against Issuer and the estate of Issuer shall be paid in full before any payment is made to Creditors. For the avoidance of any doubt, Senior Debt includes, without limitation, Agent’s and each Holder’s claims against Issuer and the estate of Issuer arising from the granting of credit under Section 364 or the use of cash collateral under Section 363 of the United States Bankruptcy Code, and Creditors agree that they will raise no objection thereto.

6. Until the Senior Debt is fully paid in cash, and all of Agent’s and each Holder’s obligations owing to Issuer have been terminated, Creditors agree that they will not object to or oppose (i) the sale of the Issuer, or (ii) the sale or other disposition of any property of the Issuer or the estate of Issuer, if Agent has consented to such sale of the Issuer or sale or disposition of any property of the Issuer or the estate of Issuer. If requested by Agent, Creditors shall affirmatively consent to such sale or disposition and shall take all necessary actions and execute such documents and instruments as Agent may reasonably request in connection with and to facilitate such sale or disposition.

7. Until the Senior Debt is fully paid in cash, and all of each Holder’s obligations owing to Issuer have been terminated, Creditors irrevocably appoint Agent as Creditors’ attorney-in-fact, and grant to Agent a power of attorney with full power of substitution, in the name of each Creditor or in the name of Agent or any Holder, for the use and benefit of Agent and each Holder, without notice to Creditors, to perform at Agent’s or such Holder’s option the following acts in any bankruptcy, insolvency or similar proceeding involving Issuer: (i) to file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Creditors if Creditors do not do so prior to 30 calendar days before the expiration of the time to file claims in such proceeding and if Agent elects, in its sole discretion, to file such claim or claims; and (ii) to accept or reject any plan of reorganization or arrangement on behalf of Creditors and to otherwise vote Creditors’ claims in respect of any Subordinated Debt in any manner that Agent deems appropriate for the enforcement of its rights hereunder.

8. Creditors shall immediately affix a legend to the instruments evidencing the Subordinated Debt stating that the instruments are subject to the terms of this Agreement. No amendment of the documents evidencing or relating to the Subordinated Debt shall directly or indirectly modify the provisions of this Agreement in any manner which might terminate or impair the subordination of the Subordinated Debt or the subordination of the security interest or lien that Creditors have in any property of Issuer. By way of example, such instruments shall not be amended to (i) increase the rate of interest with respect to the Subordinated Debt, or (ii) accelerate the payment of the principal or interest or any other portion of the Subordinated Debt.

9. This Agreement shall remain effective for so long as Issuer owes any amounts to Agent or any Holder. If, at any time after payment in full of the Senior Debt, any payments of the Senior Debt must be disgorged by Agent or any Holder for any reason (including, without limitation, the bankruptcy of Issuer), this Agreement and the relative rights and priorities set forth herein shall be reinstated as to all such disgorged payments as though such payments had not been made and each Creditor shall immediately pay over to Agent, for itself and for the benefit of each Holder, all payments received with respect to the Subordinated Debt to the extent that such payments would have been prohibited hereunder. At any time and from time to time, without notice to Creditors, Agent and each Holder may take such actions with respect to the Senior Debt and the Collateral as Agent and/or such Holder, in its sole discretion, may deem appropriate, including, without limitation, terminating advances to Issuer, increasing the principal amount, extending the time of payment, increasing applicable interest rates, renewing, compromising or otherwise amending the terms of any documents affecting the Senior Debt and any Collateral, judicial foreclosure, nonjudicial foreclosure, exercise of a power of sale, taking a deed, assignment or transfer in lieu of foreclosure as to any of the Collateral, and enforcing or failing to enforce any rights against Issuer or any other person. No such action or inaction shall impair or otherwise affect Agent’s or any Holder’s rights hereunder. Creditors agree not to assert against Agent or any Holder (a) any rights which a guarantor or surety could exercise; but nothing in this Agreement shall constitute any Creditor a guarantor or surety; (b) the right, if any, to require Agent or any Holder to marshal or otherwise require Agent or any Holder to proceed to dispose of or foreclose upon any of the Collateral in any manner or order; and (c) any right of subrogation, contribution, reimbursement, or indemnity which it may have against Issuer arising directly or indirectly out of this Agreement.

10. This Agreement shall bind any successors or assignees of each Creditor and shall benefit any successors or assigns of Agent and each Holder. This Agreement is solely for the benefit of Creditors, Agent and each Holder and not for the benefit of Issuer or any other party. Creditors further agree that if Issuer is in the process of refinancing a portion of the Senior Debt with a new lender, and if Agent or any Holder makes a request of Creditors, Creditors shall agree to enter into a new subordination agreement with the new lender on substantially the terms and conditions of this Agreement.

11. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER

New York law governs this Agreement without regard to principles of conflicts of law. Creditors, Agent and each Holder each submit to the exclusive jurisdiction of the State and Federal courts in New York County, City of New York, New York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Agent or any Holder from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations (as defined in the NH Agreement), or to enforce a judgment or other court order in favor of Agent and/or any Holder. Issuer and each Creditor each expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Issuer and each Creditor each hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH CREDITOR, ISSUER, AGENT AND EACH HOLDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANYWHERE ELSE, EACH CREDITOR AND ISSUER EACH AGREES THAT IT SHALL NOT SEEK FROM AGENT OR ANY HOLDER UNDER ANY THEORY OF LIABILITY (INCLUDING ANY THEORY IN TORTS), ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

13. This Agreement represents the entire agreement with respect to the subject matter hereof, and supersedes all prior negotiations, agreements and commitments. Creditors are not relying on any representations by Agent or any Holder or Issuer in entering into this Agreement, and Creditors have kept and will continue to keep themselves fully apprised of the financial and other condition of Issuer. This Agreement may be amended only by written instrument signed by each Creditor and Agent.

14. In the event of any legal action to enforce the rights of a party under this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, all reasonable costs and expenses, including reasonable attorneys’ fees, incurred in such action.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

CREDITOR:

By:

Name:
Title:

Address for Notices:

Attn:

[Signature Page to Subordination Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

AGENT:

NH EXPANSION CREDIT FUND HOLDINGS LP

By: MS Expansion Credit GP, L.P.

Its: General Partner

By: MS Expansion Credit GP Inc.

Its: General Partner

By:	/s/ William Reiland
Name: William Reiland
Title: Managing Director

Address for Notice:

1585 Broadway, 39^th Floor

New York, NY 10036

Attn: Debra Abramovitz

Expansion_credit_reporting@morganstanley.com

with a copy to:

1585 Broadway, 37^th Floor

New York, NY 10036

Attn: William Reiland

and

555 California Street, 14th Floor

San Francisco, CA 94104

Attn: Melissa Daniels

with a copy, not constituting notice, to:

Barnes & Thornburg LLP

655 W. Broadway, Suite 1300

San Diego, CA 92101

Attn: Troy Zander

[Signature Page to Subordination Agreement]

IN WITNESS WHEREOF, the undersigned approves of the terms of this Agreement.

ISSUER:

SANUWAVE HEALTH, INC.

By:	/s/ Morgan C. Frank

Name: Morgan C. Frank
Title: Chief Executive Officer

Address for Notices:

SANUWAVE HEALTH, INC.

11495 Valley View Road

Eden Prairie, MN 55344

Attn: Morgan C. Frank, Interim Chief Executive Officer

Email: morgan.frank@sanuwave.com

with a copy, not constituting notice, to:

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

Attention: Ben A. Stacke

Email: ben.stacke@faegredrinker.com

[Signature Page to Subordination Agreement]

Exhibit 10.3

July 21, 2023

SANUWAVE Health, Inc.

11495 Valley View Road

Eden Prairie, MN 55344

Attention: Morgan Frank

Re:

Asset-Backed Secured Promissory Note

Mr. Frank:

We refer to those certain Asset-Backed Secured Promissory Notes, dated as of July 21, 2023 (the “Notes”), made by and between (i) SANUWAVE Health, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), and (ii) the signatories party hereto (each, an “Investor”), pursuant to which the Company agreed to pay the Investors an aggregate principal amount of $4,451,327.43 on the Maturity Date (as defined in the Notes).

As discussed, the parties hereby agree that upon the Maturity Date, the Company shall issue each Investor, and each Investor shall accept, (i) a Future Advance Convertible Promissory Note (the “Future Advance Convertible Promissory Note”) with the same principal amount as the principal amount of his, her or its Note, plus any accrued and unpaid interest, substantially in the form of Exhibit 4.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and (ii) two Common Stock Purchase Warrants (the “Common Stock Purchase Warrants”), one with an exercise price of $0.04 per share and one with an exercise price of $0.067 per share, substantially in the form of Exhibit 4.30 to the Form 10-K, each of which shall be exercisable for such number of shares of the Company’s common stock calculated by dividing the principal amount of the Investor’s Future Advance Convertible Promissory Note by $0.04. In addition, the parties shall enter into a securities purchase agreement, a subordination agreement, a security agreement and a registration rights agreement, which shall be substantially in the forms of Exhibits 10.67, 10.68, 10.69 and 10.70, respectively, to the Form 10-K (the securities purchase agreement, the subordination agreement, the security agreement and the registration rights agreement, collectively, the “Convertible Promissory Note Documentation”).

In addition, the parties hereby agree that if the Company consummates a Fundamental Transaction (as defined below) while the Notes remain outstanding, the Company shall issue each Investor, and each Investor shall accept, the Future Advance Convertible Promissory Note and Common Stock Purchase Warrants contemplated above upon the consummation of such Fundamental Transaction and the parties shall work to finalize and deliver the Convertible Promissory Note Documentation at the closing of such Fundamental Transaction. For purposes of this letter agreement, “Fundamental Transaction” shall mean, while the Notes remain outstanding, (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) not affiliated with the Company or its owners immediately prior to such acquisition of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%, indirectly or directly, of the equity vote of the Company or (ii) consummation of an amalgamation, reverse merger, de-SPAC process, or a merger or consolidation of the Company or any direct or indirect subsidiary thereof with any other entity or a sale or other disposition of all or substantially all of the assets of the Company.

The parties also agree that, during the term of the Notes, any reduction in the exercise price of a Common Stock Purchase Warrant issued by the Company in August 2022, November 2022 or May 2022, and any reduction in the conversion price of a Future Advance Convertible Promissory Note issued by the Company in August 2022, November 2022 or May 2022, shall be reflected in the Future Advance Convertible Promissory Note and Common Stock Purchase Warrants issued to the Investors per the terms hereof.

New York law governs this letter agreement without regard to principles of conflicts of law. The Company and the Investors each submit to the exclusive jurisdiction of the state and federal courts in New York County, City of New York, New York. The Company and the Investors expressly submit and consent in advance to such jurisdiction in any action or suit commenced in any such court, and the Company and the Investors hereby waive any objection based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consent to the granting of such legal or equitable relief as is deemed appropriate by such court.

This letter agreement, the Notes and the other Transaction Documents (as defined in the Notes) contain the entire understanding between and among the parties and supersede any prior understandings and agreements among them respecting the subject matter of this letter agreement. This letter agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. The parties hereby consent and agree that if this letter agreement shall at any time be deemed by the parties for any reason insufficient, in whole or in part, to carry out the true intent and spirit hereof or thereof, the parties will execute or cause to be executed such other and further assurances and documents as in the reasonable opinion of the parties may be reasonably required in order more effectively to accomplish the purposes of this letter agreement. In case any provision of this letter agreement shall be held to be invalid, illegal or unenforceable, such provision shall be severable from the rest of this letter agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Please indicate your agreement with and acceptance of the terms of this letter agreement by signing in the space provided and returning this letter agreement to our attention at the address above.

[Signature page follows]

	Very truly yours,

	[INVESTOR]

	By:

	Name:
	Title:

ACCEPTED AND AGREED:

SANUWAVE HEALTH, INC.


By:	/s/ Morgan C. Frank
Name: Morgan Frank
Title: Chief Executive Officer

Document and Entity Information	Jul. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 21, 2023
Entity File Number	000-52985
Entity Registrant Name	SANUWAVE Health, Inc.
Entity Central Index Key	0001417663
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	20-1176000
Entity Address, Address Line One	11495 Valley View Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	770
Local Phone Number	419-7525
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false