Blueprint
As filed with the Securities and Exchange Commission on September
14, 2018
Registration No. 333-208676
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
SANUWAVE Health, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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3841
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20-1176000
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(State
or other Jurisdiction
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(Primary
Standard Industrial
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(I.R.S.
Employer
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of
Incorporation or
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Classification
Code Number)
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Identification
No.)
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Organization)
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3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(770) 419-7525
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive
offices)
Kevin A. Richardson, II
Acting Chief Executive Officer
SANUWAVE Health, Inc.
3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
(770) 419-7525
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of all communications, including communications sent to
agent for service, should be sent to:
Murray Indick, Esq.
John M. Rafferty, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
(415) 268-7000
Approximate date of commencement of proposed
sale to the public: As soon as practicable after this
registration statement becomes effective.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following
box: ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer ☐
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Accelerated filer
☐
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Non-accelerated filer ☐
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Smaller reporting company
☒
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(Do
not check if a smaller reporting company)
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Emerging growth company
☐
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
This
Post-Effective Amendment No. 3 to Form S-1 Registration Statement
(Registration No. 333-208676) shall become effective in accordance
with the provisions of Section 8(c) of the Securities Act of
1933.
Explanatory Note
Deregistration of Unsold Securities
SANUWAVE Health, Inc. (the
“Registrant”) filed Registration Statement on Form S-1
(Registration No. 333-208676) (the “Registration
Statement”), which was declared effective by the Securities
and Exchange Commission on February 16, 2016. The Registrant is
filing this Post-Effective Amendment No. 3 to the Registration
Statement to clarify that clauses (2) and (3) to the
explanatory note in Post-Effective
Amendment No. 2 to the Registration Statement were included
as the result of a typographical error, and only the resales of the
shares of common stock referenced in clause (1), namely the resale
by the selling stockholders listed in the prospectus to the
Registration Statement of 23,545,114 outstanding shares of the
Registrant’s common stock, par value $0.001 per share (the
“Common Stock”), are being de-registered. The Registrant is filing this Post-Effective
Amendment No. 3 to the Registration Statement to deregister
the resale by the selling stockholders listed in the prospectus to
the Registration Statement of 23,545,114 outstanding shares of the
Registrant’s Common Stock and to terminate the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Suwanee,
State of Georgia, on September 14, 2018.
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SANUWAVE Health, Inc.
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By:
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/s/ Kevin
A. Richardson, II
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Name:
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Kevin
A. Richardson, II
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Title:
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Acting
Chief Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated:
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Signatures
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Capacity
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Date
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By: /s/ Kevin A. Richardson,
II
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Director and Acting Chief Executive Officer
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September 14, 2018
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Name:
Kevin A. Richardson,
II
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(principal executive officer)
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By: /s/ Lisa E.
Sundstrom
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Chief Financial Officer
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September 14, 2018
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Name:
Lisa E, Sundstrom
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(principal financial and accounting officer)
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By: *
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Director
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September 14, 2018
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Name:
John F. Nemelka
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By: *
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Director
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September 14, 2018
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Name:
Alan L. Rubino
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By:
*
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Director
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September 14, 2018
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Name:
A. Michael Stolarski
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By:
*
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Director
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September 14, 2018
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Name:
Maj-Britt Kaltoft
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*By:
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/s/ Kevin A. Richardson,
II
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Attorney-in-fact
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