snwv-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to

Commission File Number 000-42552

SANUWAVE Health, Inc.

(Exact name of registrant as specified in its charter)


Nevada			20-1176000
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


9600 W. 76th St, Ste 118 Eden Prairie, MN			55344
(Address of principal executive offices)			(Zip Code)

(952) 656-1029

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SNWV	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

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:


			Large accelerated filer o			Accelerated filer o
			Non-accelerated filer x			Smaller reporting company x
						Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 8, 2026, there were issued and outstanding 8,598,976 shares of the registrant’s common stock, $0.001 par value per share.


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	4

	Condensed Consolidated Balance Sheets as of March 31, 202 6 , and December 31, 2025	4

	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 202 6 and 20 25	5

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit ) for the three months ended March 31, 202 6 and 202 5	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 202 6 and 202 5	7

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	26

Item 6.	Exhibits	26

	SIGNATURES	28


	March 31, 2026		December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	10,779	$	11,959
Accounts receivable, net of allowance of $1,305 and $1,265, respectively	6,000		5,422
Inventory	5,903		5,934
Prepaid expenses and other current assets	1,274		1,312
Total Current Assets	23,956		24,627
Non-Current Assets:
Property and equipment, net	1,913		1,972
Right of use assets, net	991		390
Intangible assets, net	2,919		3,026
Goodwill	7,260		7,260
Secured revolving credit facility debt issuance costs, net	58		68
Total Non-Current Assets	13,141		12,716

Total Assets	$	37,097	$	37,343

LIABILITIES
Current Liabilities:
Current portion of secured term loan	$	5,585	$	5,638
Accounts payable	3,320		3,251
Accrued expenses	8,584		8,382

Current portion of operating lease liabilities	300		157
Current portion of contract liabilities	487		388
Accrued interest	23		24
Other	5		7

Total Current Liabilities	18,304		17,847
Non-Current Liabilities:
Secured term loan, net of current portion and debt issuance costs	14,330		15,667
Secured revolving credit facility	655		655
Operating lease liabilities, less current portion	1,294		854
Contract liabilities, less current portion	676		701
Total Non-Current Liabilities	16,955		17,877
Total Liabilities	$	35,259	$	35,724

Commitments and Contingencies (Note 15)

STOCKHOLDERS’ EQUITY

Preferred Stock, par value $0.001, 5,000,000 shares authorized; 6,175 shares Series A, 293 shares Series B, 90 shares Series C and 8 shares Series D designated, respectively; no shares issued and outstanding at March 31, 2026 and December 31, 2025	$	-	$	-
Common stock, par value $0.001, 2,500,000,000 shares authorized; 8,594,209 and 8,588,876 issued and outstanding at March 31, 2026 and December 31, 2025, respectively	9		9
Additional paid-in capital	245,943		244,285
Accumulated deficit	(244,124)		(242,685)
Accumulated other comprehensive loss	10		10
Total Stockholders’ Equity	1,838		1,619
Total Liabilities and Stockholders’ Equity	$	37,097	$	37,343


	Three Months Ended March 31,
	2026		2025 (As Restated)

Revenue	$	9,619	$	9,333
Cost of Revenues	2,188		1,958
Gross Margin	7,431		7,375

Operating Expenses:
General and administrative	5,250		4,843
Selling and marketing	2,399		1,531
Research and development	660		208
Depreciation and amortization	246		192
Total Operating Expenses	8,555		6,774

Operating (Loss) Income	(1,124)		601

Other (Expense) Income:
Interest expense	(546)		(1,909)
Change in fair value of derivative liabilities	-		(4,901)
Other expense	(60)		(1)
Other income	291		92
Total Other Expense, net	(315)		(6,719)





Net Loss	$	(1,439)	$	(6,118)

Other Comprehensive Loss
Foreign currency translation adjustments	-		-
Total Comprehensive Loss	$	(1,439)	$	(6,118)

Loss per Share:
Basic and Diluted	$	(0.17)	$	(0.72)
Weighted average shares outstanding
Basic and Diluted	8,591,098		8,547,675


Three Months Ended March 31, 2026
	Common Stock
	Number of Shares Issued and Outstanding	Par Value		Additional Paid- in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total

Balances as of December 31, 2025	8,588,876	$	9	$	244,285	$	(242,685)	$	10	$	1,619
Stock-based compensation	-	-		1,439		-		-		1,439
Stock options exercised	1,333	-		19		-		-		19
Shares issued for services rendered	4,000	-		97		-		-		97
Shares granted in lieu of board of director fees	-	-		103		-		-		103
Net loss	-	-		-		(1,439)		-		(1,439)

Balances as of March 31, 2026	8,594,209	$	9	$	245,943	$	(244,124)	$	10	$	1,838


Three Months Ended March 31, 2025
	Common Stock
	Number of Shares Issued and Outstanding	Par Value		Additional Paid- in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total

Balance as of December 31, 2024 (As Restated)	8,543,686	$	9	$	238,685	$	(254,499)	$	10	$	(15,795)
Stock-based compensation	4,787	-		1,101		-		-		1,101

Net loss (As Restated)	-	-		-		(6,118)		-		(6,118)

Balances as of March 31, 2025 (As Restated)	8,548,473	$	9	$	239,786	$	(260,617)	$	10	$	(20,812)


	Three Months Ended March 31,
(in thousands)	2026		2025 (As Restated)
Operating Activities
Net loss	$	(1,439)	$	(6,118)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock-based compensation	1,611		975
Depreciation and amortization	294		209
Amortization of right-of-use leases	18		65
Provision for credit losses	40		33



Shares issued for services	97		-
Change in fair value of derivative liabilities	-		4,901

Amortization of debt issuance and debt discounts	57		530
Write-off of inventory	69		-
Loss on disposal of assets	6		-
Changes in operating assets and liabilities
Accounts receivable	(617)		(570)
Inventory	(39)		(1,308)
Prepaid expenses and other assets	78		(325)
Accounts payable	54		423
Accrued expenses and contract liabilities	205		(332)
Operating leases	(37)		-
Net Cash Provided by (Used in) Operating Activities	397		(1,517)

Investing Activities
Purchase of property and equipment	(23)		(162)
Deposits on property and equipment	(66)		-
Investment in software development	(69)		-
Net Cash Used in Investing Activities	(158)		(162)

Financing Activities
Proceeds from exercises of stock options	19		-
Repayment of principal secured term loan	(1,438)		-
Payments of principal on finance leases	-		(57)
Net Cash Used in Financing Activities	(1,419)		(57)

Effect of Exchange Rates on Cash and Cash Equivalents	-		-

Net Change in Cash and Cash Equivalents During Period	(1,180)		(1,736)

Cash and Cash Equivalents at Beginning of Period	11,959		10,237
Cash and Cash Equivalents at End of Period	$	10,779	$	8,501

Supplemental Information:


Cash paid for interest	$	401	$	1,118

Non-cash Investing and Financing Activities:
Right-of-use assets obtained in exchange for lease liabilities	$	619	$	430
Shares granted in lieu of board of director fees	103		-
Stock options granted in lieu of cash bonus	69		117
Shares issued in exchange for services	97		-
Purchases of property and equipment in accounts payable	16		-
Capitalize interest into senior secured debt	-		202


(in thousands, except per share data)		For the three months ended March 31, 2025
Unaudited Condensed Consolidated Statement of Comprehensive Loss	Notes	As Previously Reported		Adjustment		As Restated
Revenue	(i)	$	9,342	$	(9)	$	9,333
Gross Margin		7,384		(9)		7,375
General and administrative	(ii)	4,467		376		4,843
Total Operating Expenses		6,398		376		6,774
Operating Income (Loss)		986		(385)		601
Interest expense	(iii)	(1,852)		(57)		(1,909)
Total Other Expense		(6,662)		(57)		(6,719)
Net Loss		(5,676)		(442)		(6,118)
Total Comprehensive Loss		(5,676)		(442)		(6,118)
Net Loss per share: basic and diluted		$	(0.66)	$	(0.05)	$	(0.72)


(in thousands)	Three Months Ended March 31, 2026
Allowance for credit losses, December 31	$	1,265
Provision for credit losses	40


Allowance for credit losses, March 31	$	1,305


(in thousands)	Operating Leases

2026	$	299
2027	112
2028	441
2029	456
2030	473
Thereafter	159
Total Lease Payments	1,940

Imputed interest	(346)

Present value of lease liabilities	$	1,594


	March 31, 2026						December 31, 2025
(in thousands)	Principal		Debt Issuance Costs		Carrying Value		Principal		Debt Issuance Costs		Carrying Value
Secured term loan	$	20,125	$	(210)	$	19,915	$	21,562	$	(257)	$	21,305
Secured revolving credit facility	$	655	$	(58)	$	597	$	655	$	(68)	$	587


(in thousands)	Principal Payments

2026	$	4,313
2027 (including the Revolver)	6,405
2028	5,750
2029	4,312

Total Principal Payments	20,780

Debt Issuance Costs	(268)

Total	20,512
Less current maturities of the Term Loan	(5,750)
Long term debt, net of current maturities and debt issuance costs	$	14,762


(in thousands)	March 31, 2026		December 31, 2025
Registration penalties	$	1,583	$	1,583
State & Local Sales Tax	4,188		3,885
State & Local Sales Tax Penalties	607		571
State & Local Sales Tax Interest	554		464
Board of directors fees	172		172
Employee compensation	961		1,220
Other	519		487
Total Accrued Expenses	$	8,584	$	8,382


	Number of Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2025	1,372	$	21.46	8.4	$	13,351
Granted	168	27.71		8.1	-
Exercised	(1)	14.20		-	4
Forfeited	(37)	21.82		-	-
Outstanding, March 31, 2026	1,502	$	22.16	8.1	$	2,389
Exercisable, March 31, 2026	625	$	20.11	7.5	$	1,247


(in thousands)	Three Months Ended March 31, 2026		Three Months Ended March 31, 2025 (As Restated)
Consumables, parts, and accessories revenue	$	6,638	$	6,028
System revenue	2,878		3,198
Extended warranty	60		38
License fees	-		5
Other	43		64
Total Revenue	$	9,619	$	9,333


	Three Months Ended March 31,
	2026	2025
Fair value at grant date	$27.71	$27.47
Expected volatility	57%	62%
Risk-free interest rate	4%	4%
Expected holding period, in years	4.95 years	5.45 years
Dividend yield	0%	0%


	Three Months Ended
(in thousands)	March 31, 2026	March 31, 2025

Common shares	8,591	8,548
Weighted average shares outstanding	8,591	8,548


	Three Months Ended March 31,						Change
(in thousands)	2026			2025 (As Restated)			$		%
Revenue	$	9,619		$	9,333		$	286	3	%
Cost of revenue	2,188			1,958			230		12	%
Gross margin	7,431			7,375			56		1	%
Gross margin %	77		%	79		%
Operating expenses:
General and administrative	5,250			4,843			407		8	%
Selling and marketing	2,399			1,531			868		57	%
Research and development	660			208			452		217	%
Depreciation and amortization	246			192			54		28	%
Operating (loss) income	(1,124)			601			(1,725)		287	%
Other expense, net	(315)			(6,719)			6,404		95	%
Net loss	$	(1,439)		$	(6,118)		$	4,679	76	%


Exhibit No.						Description
2.1						Agreement and Plan of Merger, dated as of August 23, 2023, by and among SEP Acquisition Corp., SEP Acquisition Holdings Inc., and SANUWAVE Health, Inc. (Incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on August 23, 2023).
2.2						Amendment Number One to Agreement and Plan of Merger, dated as of February 27, 2024, by and between SEP Acquisition Corp. and SANUWAVE Health, Inc. (Incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on February 28, 2024).
2.3						Amendment Number Two to Agreement and Plan of Merger, dated as of April 25, 2024, by and between SEP Acquisition Corp. and SANUWAVE Health, Inc. (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on April 26, 2024).
2.4						Amended Number Three to Agreement and Plan of Merger, dated as of May 28, 2024, by and between SEP Acquisition Corp. and SANUWAVE Health, Inc. (Incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the SEC on June 3, 2024).
3.1						Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Form 10-SB filed with the SEC on December 18, 2007).
3.2						Certificate of Amendment to the Articles of Incorporation (Incorporated by reference to Appendix A to the Definitive Schedule 14C filed with the SEC on October 16, 2009).
3.3						Certificate of Amendment to the Articles of Incorporation (Incorporated by reference to Exhibit A to the Definitive Schedule 14C filed with the SEC on April 16, 2012).
3.4						Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on March 7, 2025).
3.5						Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Company dated March 14, 2014 (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on March 18, 2014).
3.6						Certificate of Amendment to the Articles of Incorporation, dated September 8, 2015 (Incorporated by reference to Exhibit 3.6 to the Form 10-K filed with the SEC on March 30, 2016).
3.7						Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of the Company dated January 12, 2016 (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on January 19, 2016).
3.8						Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock of the Company dated January 31, 2020 (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on February 6, 2020).
3.9						Certificate of Designation of Series D Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on May 20, 2020).
3.10						Certificate of Amendment of the Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on January 5, 2021).
3.11						Certificate of Amendment of the Articles of Incorporation, dated January 31, 2023 (Incorporated by reference to Exhibit 3.12 to the Form S-1/A filed with the SEC on January 31, 2023).
3.12						Certificate of Amendment of the Articles of Incorporation, effective as of October 18, 2024 (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC on October 18, 2024).

31.1*						Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.


31.2*						Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.

32.1*						Section 1350 Certification of the Principal Executive Officer.

32.2*						Section 1350 Certification of the Chief Financial Officer.

101.INS*						XBRL Instance.

101.SCH*						XBRL Taxonomy Extension Schema.

101.CAL*						XBRL Taxonomy Extension Calculation.

101.DEF*						XBRL Taxonomy Extension Definition.

101.LAB*						XBRL Taxonomy Extension Labels.

101.PRE*						XBRL Taxonomy Extension Presentation.

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	SANUWAVE HEALTH, INC.

Dated: May 12, 2026	By:	/s/ Morgan Frank
			Morgan Frank
			Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)

Dated: May 12, 2026	By:	/s/ Peter Sorensen
			Peter Sorensen
			Chief Financial Officer (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by SANUWAVE Health Inc.