SANUWAVE Health, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
SNWV$2.19-2.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0001628280-25-023881
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001628280-25-038937
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 50 previous paragraphs and 54 current paragraphs.
25 unchanged; 15 reworded; 10 added; 9 removed; 1 previous and 4 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Net loss for the six months ended June 30, 2025, was$4.6 million compared to a net income of$2.0 million for the same period in 2024. The change from net income for the six months ended June 30, 2025 to net loss for the six months ended June 30, 2024, was primarily related to a gain on extinguishment of debt for the six months ended June 30,2024 that did not recur during the six months ended June 30, 2025 and the change of fair value of derivative liabilities. For the six months ended June 30, 2025, our operating income totaled$2.9 million, which is an improvement of$1.9 million compared to the same period of 2024. The increase in operating income was mainly driven by an increase in revenue and gross margin for the six months ended June 30, 2025.
Current report
Cost of Revenues
Current report
General and administrative expenses for the six months ended June 30, 2025, were $8.5 million as compared to $5.5 million for the same period of 2024, anincrease of $3.0 million, or 54%. Theincrease in the six months ended June 30, 2025, as compared to the same period of 2024, was primarily due to non-cash charges for stock-based compensation expense totaling $1.7 million and increased headcount expenses of $1.2 million. There was a release of historical accrued expenses relating to headcount expenses for the six months ended June 30, 2024 of$0.6 million which did not recur in the three months ended June 30, 2025.
Current report
Selling and marketing expenses for the six months ended June 30, 2025, were$3.2 million as compared to$2.3 million for the same period of 2024, anincrease of$0.9 million, or 41%. The year-over-year increase in sales and marketing expenses the six months ended June 30, 2025, was primarily due to increased headcount expenses of $0.7 million and non-cash charges for stock-based compensation of $0.4 million; partially offset by decreases in Travel & Entertainment expenses of $0.1 million and Service Contracts of $0.1 million.
Current report
Other (Expense) Income, net
Current report
Other (expense) income, net decreased by$5.4 million to other expense of $0.8 million for the three months ended June 30, 2025, as compared to other income of$4.6 million for the same period of 2024. The decrease was primarily driven bya decrease in gain on extinguishment of debt of $5.3 million and a decrease from the change in the fair value of derivative liabilities of$2.7 million, partially offset by a decrease in interest expense of$1.9 million. The change in fair value of derivative liability relates to the valuation of warrants previously issued by the Company.
Current report
During the three and six months ended June 30, 2025, and prior fiscal year ended December 31, 2024, we achieved operating income. This is attributable to the implementation and execution of several strategic initiatives, primarily, revenue growth initiatives and a capital raise from a private placement in October 2024, which have positively impacted our operations.
Current report
Despite the positive operating income in the current year, we continue to monitor our financial position closely.
Current report
Cash used in investing activities for the six months ended June 30, 2025, totaled$1.3 million and consisted primarily of purchases of property and equipment of $1.3 million, of which $0.9 million was related to leasehold improvements at our new headquarters.
Current report
Cash used in investing activities for the six months ended June 30, 2024, totaled$0.2 million and primarily consisted of purchases of property and equipment related to manufacturing equipment.
Removed paragraphs (9)
Previous report
Recent Developments
Previous report
On March 7, 2025, our common stock began trading on The Nasdaq Global Market under the ticker symbol “SNWV.”
Previous report
Cost of Revenue
Previous report
Other Income (Expense), net
Previous report
The following accounting estimates are deemed critical:
Previous report
Litigation Contingencies
Previous report
We may be involved in legal actions involving product liability, intellectual property and commercial disputes, tax disputes, and governmental proceedings and investigations. The outcomes of these legal actions are not completely within our control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages that could require significant expenditures or result in lost revenues or limit our ability to conduct business in the applicable jurisdictions. Estimating probable losses from our litigation and governmental proceedings is inherently difficult, particularly when the matters are in early procedural stages, with incomplete scientific facts or legal discovery; involve unsubstantiated or indeterminate claims for damages; potentially involve penalties, fines, or punitive damages; or could result in a change in business practice. The Company records a liability in the condensed consolidated financial statements for loss contingencies when a loss is known or considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Our significant legal proceedings are discussed in Note 17 to the condensed consolidated financial statements.
Previous report
Derivative Liabilities from Warrants
Previous report
The Company determined that certain warrants qualified as derivative financial instruments. Various valuation models were used to estimate the fair value of these derivative financial instruments that are classified as derivative liabilities on the condensed consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates and as such are subject to uncertainty. The Company's volatility is the most significant assumption and changes over time with the market. Our significant input assumptions are discussed in Note 10 to the condensed consolidated financial statements.
Reworded paragraphs (15)
Previous wording
We continued to realize significant revenue growth during the three months ended March 31, 2025, as compared to the same period in 2024. Revenue for the three months ended March 31, 2025, totaled$9.3 million, an increase of 61%, as compared to$5.8 million for the same period of 2024.
Current wording
We continued to realize significant revenue growth during the three months ended June 30, 2025, as compared to the same period in 2024. Revenue for the three months ended June 30, 2025, totaled$10.2 million, an increase of 42%, as compared to$7.2 million for the same period of 2024. Revenue for the six months ended June 30, 2025, totaled$19.5 million, an increase of 51%, as compared to$12.9 million for the same period of 2024.
Previous wording
Net loss for the three months ended March 31, 2025, was$5.7 million compared to a net loss of$4.5 million for the same period in 2024. The increase in our net loss for the three months ended March 31, 2025, was primarily related to an increase in change of fair value of derivative liabilities. For the three months ended March 31, 2025, our operating income totaled$1.0 million, which is an improvement of$2.0 million compared to the same period of 2024.
Current wording
Net income for the three months ended June 30, 2025, was$1.1 million compared to net income of$6.6 million for the same period in 2024. Thedecrease in our net income for the three months ended June 30, 2025, was primarily related to the a gain on extinguishment of debt for the three months ended June 30, 2024 that did not recur during the three months ended June 30, 2025 and the change in fair value of derivative liabilities. For the three months ended June 30, 2025, our operating income totaled$1.9 million, which is flat compared to the same period of 2024.
Previous wording
As presented in the U.S. GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measure excludes the impact of certain charges that contribute to our net loss.
Current wording
As presented in the U.S. GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measure excludes the impact of certain charges that contribute to our net income (loss).
Previous wording
Revenues for the three months ended March 31, 2025, were$9.3 million, compared to$5.8 million for the same period of 2024, anincrease of$3.6 million or 61%. Theincrease in net sales was primarily driven by the growth in quantity of UltraMIST® disposables and systems sold as well as a strategic focus on price discipline. The quantity of UltraMIST® disposables sold increased by 32% in the three months ended March 31, 2025, as compared to the same period of 2024. The quantity of UltraMIST® systems sold increased by 128% in the three months ended March 31, 2025, as compared to the same period of 2024. Pricing of the UltraMIST® system and disposables also showed growth in the three months ended March 31, 2025, as compared to the same period of 2024; the average selling price of disposables increased 8% in the three months ended March 31, 2025, and the average selling price of systems increased 8% in the three months ended March 31,
Current wording
Revenues for the three months ended June 30, 2025, were$10.2 million, compared to$7.2 million for the same period of 2024, anincrease of$3.0 million or 42%. Theincrease in net sales was primarily driven by the growth in quantity of UltraMIST® disposables and systems sold as well as a strategic focus on price discipline. The quantity of UltraMIST® disposables sold increased by 29% in the three months ended June 30, 2025, as compared to the same period of 2024. The quantity of UltraMIST® systems sold increased by 61% in the three months ended June 30, 2025, as compared to the same period of 2024. Pricing of the UltraMIST® system and disposables also showed growth in the three months ended June 30, 2025, as compared to the same period of 2024; the average selling price of disposables increased 6% in the three months ended June 30, 2025, and the average selling price of systems increased 1% in the three months ended June 30, 2025. Revenue from UltraMIST® totaled 99% of total revenue in the three months ended June 30, 2025, and over 95% in the same period of 2024.
Previous wording
Cost of revenues for the three months ended March 31, 2025, was$2.0 million, compared to$1.6 million for the same period of 2024. Gross profit as a percentage of revenues was 79% for the three months ended March 31, 2025, compared to 73% for the same period in 2024. This increase in gross margin was largely driven by improved pricing initiatives on our UltraMIST® systems and applicators.
Current wording
Cost of revenues for the three months ended June 30, 2025, was$2.2 million, compared to$1.9 million for the same period of 2024. Gross profit as a percentage of revenues was 78% for the three months ended June 30, 2025, compared to 73% for the same period in 2024. This increase in gross margin was largely driven by improved pricing initiatives on our UltraMIST® systems and applicators.
Previous wording
General and administrative expenses for the three months ended March 31, 2025, were $4.5 million as compared to $3.7 million for the same period of 2024, an increase of $0.8 million, or 22%. The increase in the three months ended March 31, 2025, as compared to the same period of 2024, was primarily due to non-cash charges for stock-based compensation expense totaling $0.8 million.
Current wording
General and administrative expenses for the three months ended June 30, 2025, were $4.0 million as compared to $1.8 million for the same period of 2024, anincrease of $2.2 million, or 120%. Theincrease in the three months ended June 30, 2025, as compared to the same period of 2024, was primarily due to increased headcount expenses of $1.1 million and non-cash charges for stock-based compensation expense totaling $0.9 million. There was a release of historical accrued expenses relating to headcount expenses for the three months ended June 30, 2024 of$0.6 million which did not recur in the three months ended June 30, 2025.
Previous wording
Selling and marketing expenses for the three months ended March 31, 2025, were$1.5 million as compared to$1.2 million for the same period of 2024, anincrease of$0.3 million, or 24%. The year-over-year increase in sales and marketing expenses in the three months ended March 31, 2025, was largely driven by increased headcount and non-cash charges for stock-based compensation.
Current wording
Selling and marketing expenses for the three months ended June 30, 2025, were$1.7 million as compared to$1.0 million for the same period of 2024, anincrease of$0.6 million, or 62%. The year-over-year increase in sales and marketing expenses in the three months ended June 30, 2025, was primarily due to increased headcount expenses of $0.4 million, including commissions as revenues increased, and non-cash charges for stock-based compensation of $0.2 million.
Previous wording
Other expense, net consists of the following:
Current wording
Other (expense) income, net consists of the following:
Previous wording
Other expenses totaled$6.7 million for the three months ended March 31, 2025, as compared to$3.5 million for the same period of 2024, an increase of$3.2 million. The increase was primarily driven bya decrease in other income of $2.7 million and an increased loss from the change in the fair value of derivative liabilities of$2.4 million, partially offset by a decrease in interest expense of $1.7 million. The change in fair value of derivative liability relates to valuation of warrants previously issued by the Company. Other income for the three months ended March 31, 2024 mainly consists of theone-time payment of $2.5 million related to the Patent License as described in Note 16.
Current wording
Other (expense) income, net decreased by$8.6 million to an expense of$7.5 million for the six months ended June 30, 2025, as compared to other income of$1.1 million for the same period of 2024. The decrease was primarily driven bya decrease in gain on extinguishment of debt of $5.2 million and a decrease from the change in the fair value of derivative liabilities of$5.1 million, partially offset by a decrease in interest expense of$3.6 million. The change in fair value of derivative liability relates to the valuation of warrants previously issued by the Company. Other income for the six months ended June 30, 2024 mainly consists of theone-time payment of $2.5 million related to the Patent and License Agreement as described in Note 16.
Previous wording
Since inception, we have incurred losses from operations each year. As of March 31, 2025, we had an accumulated deficit of$257.1 million. Historically, our operations have primarily been funded from the sale of capital stock, issuances of notes payable, and convertible debt securities.
Current wording
From inception through the year ended December 31, 2023, we incurred losses from operations each year. As of June 30, 2025, we had an accumulated deficit of$256.0 million. Historically, our operations have primarily been funded from the sale of capital stock, issuances of notes payable, and convertible debt securities.
Previous wording
The Company has incurred recurring operating losses in prior years, has negative working capital, and the Senior Secured Note becomes due in September 2025, which raises substantial doubt about our ability to continue as a going concern for a period of 12 months from the filing of the Form 10-Q.
Current wording
We have incurred recurring net losses in prior years, currently have a significant accumulated deficit, have negative working capital, and the Senior Secured Note (as defined in Note 8) becomes due in September 2025, which raises substantial doubt about our ability to continue as a going concern for a period of 12 months from the filing of this Form 10-Q.
Previous wording
During the current and prior fiscal year, the Company has achieved operating income, reflecting a significant improvement in its financial performance. The Company is addressing its financial obligations, including the significant portion of debt that is coming due in September 2025. Management is actively engaged in discussions with lenders and financial institutions to refinance this debt, which would extend the maturity of the debt and provide additional liquidity to support ongoing operations and strategic initiatives.
Current wording
In addition to the operational improvements, we are addressing our financial obligations, including the significant portion of debt that matures in September 2025. Management is actively engaged in discussions with lenders and financial institutions to refinance this debt, which could extend the maturity of the debt and provide additional liquidity to support ongoing operations and strategic initiatives.
Previous wording
Although no assurances can be given that our plans to obtain refinancing will be successful or on the terms or timeline we expect, or at all, management believes that the actions taken to date, along with the planned initiatives, will enable the Company to meet its obligations as they become due and to continue as a going concern.. If these efforts are unsuccessful, we may be required to significantly curtail or discontinue operations or obtain funds through financing transactions with unfavorable terms.
Current wording
Although no assurances can be given that our plans to obtain refinancing will be successful or on the terms or timeline we expect, or at all, management believes that the actions taken to date, along with the planned initiatives, will enable the
Previous wording
Cash used in operating activities forthe three months ended March 31, 2025, totaled$1.5 million and consisted primarily of a net loss of $5.7 million and a decrease in net operating assets of $2.5 million, partially offset by non-cash charges of $4.9 million related to a change in the fair value of derivative liabilities, $1.0 million related to stock-based compensation expense, and $0.5 million related to amortization of debt issuance and debt discounts. Net operating assets consisted primarily of inventory, accrued expenses, and accounts receivable to support the growth of our operations.
Current wording
Cash used in operating activities forthe six months ended June 30, 2025, totaled$0.5 million and consisted primarily of a net loss of $4.6 million and a decrease in net operating assets of $4.1 million, partially offset by non-cash charges of $3.9 million related to a change in the fair value of derivative liabilities, $2.1 million related to stock-based compensation expense, and $1.1 million related to amortization of debt issuance and debt discounts. Net operating assets consisted primarily of inventory, accrued expenses, prepaid expenses and accounts receivable to support the growth of our operations. In addition, we received $0.4 million in tenant improvement funds, as described in Note 7 to the financial statement, which partially offsets leasehold improvement investments. The related leasehold improvements are included in purchases of property and equipment under investing activities.
Previous wording
Cash provided by operating activities for the three months ended March 31, 2024 totaled $1.1 million and consisted primarily of a net loss of $4.5 million, partially offset by non-cash charges of $2.5 million related to a change in the fair value of derivative liabilities and $1.6 million related to amortization of debt issuance and debt discounts, as well as the receipt of $2.5 million related to the License and Option Agreement, as further discussed in Note 16 to the financial statements.
Current wording
Cash provided by operating activities for the six months ended June 30, 2024 totaled $0.4 million and consisted primarily of net income of $2.0 million, partially offset by non-cash charges of $1.2 million related to a change in the fair value of derivative liabilities and $3.3 million related to amortization of debt issuance and debt discounts, as well as the receipt of $2.5 million related to the License and Option Agreement, as further discussed in Note 16 to the financial statements.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Revenues for the six months ended June 30, 2025, were$19.5 million, compared to$12.9 million for the same period of 2024, anincrease of$6.6 million or 51%. Theincrease in net sales was primarily driven by the growth in quantity of UltraMIST® disposables and systems sold as well as a strategic focus on price discipline. The quantity of UltraMIST® disposables sold increased by 31% in the six months ended June 30, 2025, as compared to the same period of 2024. The quantity of UltraMIST® systems sold increased by 86% in the six months ended June 30, 2025, as compared to the same period of 2024. Pricing of the UltraMIST® system and disposables also showed growth in the six months ended June 30, 2025, as compared to the same period of 2024; the average selling price of disposables increased 7% in the six months ended June 30, 2025, and the average selling price of systems increased 4% in the six months ended June 30, 2025. Revenue from UltraMIST® totaled 99% of total revenue in the six months ended June 30, 2025, and over 94% in the same period of 2024.
Current report — wording carried from elsewhere
Cost of revenues for the six months ended June 30, 2025, was$4.2 million, compared to$3.5 million for the same period of 2024. Gross profit as a percentage of revenues was 79% for the six months ended June 30, 2025, compared to 73% for the same period in 2024. This increase in gross margin was largely driven by improved pricing initiatives on our UltraMIST® systems and applicators.
Current report — wording carried from elsewhere
Research and development expenses for each of the six months ended June 30, 2025, and June 30, 2024, were$0.4 million. The research and development costs in the six months ended June 30, 2025, remained approximately consistent with the costs in the same period of 2024.
Current report — wording carried from elsewhere
Company to meet its obligations as they become due and to continue as a going concern.. If these efforts are unsuccessful, we may be required to significantly curtail or discontinue operations or obtain funds through financing transactions with unfavorable terms.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Revenue from UltraMIST® totaled 99% of total revenue in the three months ended March 31, 2025, and over 90% in the same period of 2024.