SANUWAVE Health, Inc.
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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, 2026 · Filed Aug 6, 2026
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 2026-03-31; filed 2026-05-12.
0001628280-26-034145
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-06.
0001628280-26-054393
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 47 previous paragraphs and 55 current paragraphs.
28 unchanged; 10 reworded; 17 added; 8 removed; 1 previous and 0 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 (17)
Current report
Revenue for the three months ended June 30, 2026 totaled$9.7 million, a decrease of approximately 3% compared to$10.1 million for the same period in 2025. Revenue for the six months ended June 30, 2026 totaled$19.4 million, approximately flat compared to$19.4 million for the same period in 2025.
Current report
Net loss for the three months ended June 30, 2026 was$0.7 million, compared to net income of$0.6 million for the same period in 2025. The change from net income to a net loss was primarily attributable to an operating loss of$0.3 million in the current-year period, compared to operating income of$1.4 million in the prior-year period, reflecting higher operating expenses during the current-year period, including increased headcount costs, stock-based compensation, and research and development that outpaced a modestly lower gross margin on reduced revenue. Total other expense, net improved to$0.4 million from$0.9 million, as significantly lower interest expense more than offset the non-recurrence of a $1.0 million gain from the change in fair value of derivative liabilities recognized in the prior-year period.
Current report
Revenues for the three months ended June 30, 2026 were $9.7 million, compared to $10.1 million for the same period of 2025, a decrease of $0.3 million, or 3%. The decrease was primarily driven by a decline in UltraMIST® system revenue, which decreased to $2.3 million from $3.4 million, or approximately 34%, partially offset by growth in consumables revenue, which increased to $7.3 million from $6.5 million, or approximately 12%. The decrease in UltraMIST® system revenue for the three months ended June 30, 2026 compared to the same period in 2025, was primarily driven by a 29% decline in unit volume, reflecting weaker capital sales due to financial pressures in the industry as well as increased availability of used UltraMIST® systems in the market. UltraMIST® system revenue was also impacted by a 9% decrease in average selling price, primarily due to a higher reseller mix. The increase in consumables revenue for the three months ended June 30, 2026 compared to the same period in 2025, was primarily driven by a 27% increase in unit volume, reflecting strong consumable utilization across our active installed base. This consumable growth was partially offset by a 11% decrease in average selling price due to a higher mix of reseller sales.
Current report
Revenues for the six months ended June 30, 2026 were $19.4 million, approximately flat compared to $19.4 million for the same period of 2025. Consumables revenue increased to $14.0 million from $12.5 million, or approximately 11%, substantially offset by a decline in UltraMIST® system revenue to $5.2 million from $6.6 million, or approximately 22%. The decrease in UltraMIST® system revenue for the six months ended June 30, 2026 compared to the same period in 2025, was primarily driven by a 16% decline in unit volume, reflecting weaker capital sales due to financial pressures in the industry as well as increased availability of used UltraMIST® systems in the market. UltraMIST® system revenue was also impacted by an 8% decrease in average selling price, primarily due to a higher reseller mix. The increase in consumables revenue for the six months ended June 30, 2026, compared to the same period in 2025, was primarily driven by a 24% increase in unit volume, reflecting strong consumable utilization across our active installed base. This consumable growth was partially offset by an 8% decrease in average selling price due to a higher mix of reseller sales.
Current report
Cost of revenues for the three months ended June 30, 2026 was $2.3 million, compared to $2.2 million for the same period of 2025. Gross margin as a percentage of revenues was 76% for the three months ended June 30, 2026, compared to 78% for the same period in 2025. The decline in gross margin percentage was primarily driven by a shift in revenue mix toward consumables sales and away from higher-margin system sales, lower average sales prices due to a higher reseller mix, and an increase in personnel costs within cost of revenues for the three months ended June 30, 2026, compared to the same period in 2025.
Current report
General and administrative expenses for the three months ended June 30, 2026 were $4.9 million, compared to $4.4 million for the same period of 2025, an increase of $0.5 million, or 12%. The increase was primarily due to higher personnel costs of $0.5 million (including stock-based compensation), higher legal and professional fees of $0.6 million, and increased bad debt expense of $0.2 million, partially offset by a $0.9 million reduction in state and local sales tax accruals.
Current report
General and administrative expenses for the six months ended June 30, 2026 were $10.2 million, compared to $9.2 million for the same period of 2025, an increase of $0.9 million, or 10%. The increase was primarily due to higher personnel costs of $1.0 million (including stock-based compensation), higher legal and professional fees of $0.7 million, increased bad debt expense of $0.2 million, and increased software costs of $0.2 million, partially offset by a $0.9 million reduction in state and local sales tax accruals and lower public company costs of $0.3 million from initial Nasdaq listing fees in the six months ended June 30, 2025 that did not recur.
Current report
Selling and marketing expenses for the three months ended June 30, 2026 were $1.9 million, compared to $1.7 million for the same period of 2025, an increase of $0.2 million, or 15%. The increase was primarily due to higher consulting costs of $0.2 million and increased travel costs of $0.1 million.
Current report
Selling and marketing expenses for the six months ended June 30, 2026 were $4.3 million, compared to $3.2 million for the same period of 2025, an increase of $1.1 million, or 35%. The increase was primarily due to higher consulting costs of $0.6 million, increased personnel costs of $0.5 million (primarily higher salary expense and stock-based compensation), and increased travel costs of $0.2 million, partially offset by lower sales commissions of $0.3 million.
Current report
Research and development expenses for the six months ended June 30, 2026 were $1.3 million, compared to $0.4 million for the same period of 2025, an increase of $0.9 million. The increase was primarily due to higher personnel costs of $0.4 million, including increased stock-based compensation of $0.2 million, higher consulting costs of $0.4 million, and increased development project and software costs of $0.1 million.
Current report
Other (Expense) Income, net
Current report
Total Other Expense, net was $0.4 million for the three months ended June 30, 2026, compared to $0.9 million for the same period of 2025, a decrease in net expense of $0.5 million. The decrease was primarily driven by a $1.4 million reduction in interest expense, partially offset by the non-recurrence of a $1.0 million gain from the change in fair value of derivative liabilities recognized in the prior-year period. The change in fair value of derivative liabilities relates to the valuation of warrants previously issued by the Company.
Current report
Cash provided by operating activities for the six months ended June 30, 2026 totaled $0.8 million. This primarily reflected non-cash charges, including $3.1 million of stock-based compensation expense, $0.6 million of depreciation and amortization, $0.4 million of provision for credit losses, and $0.1 million of amortization of debt issuance costs and debt discounts, partially offset by a net loss of $2.1 million and a $1.4 million use of cash from changes in operating assets and liabilities. The change in operating assets and liabilities was driven primarily by increases in inventory and accounts receivable to support our operations.
Current report
Cash used in operating activities for the six months ended June 30, 2025 totaled $0.5 million. This primarily reflected a net loss of $5.6 million, partially offset by non-cash charges of $3.9 million related to the change in fair value of derivative liabilities, $2.1 million of stock-based compensation expense, and $1.1 million related to amortization of debt issuance costs and debt discounts.
Current report
Cash used in investing activities for the six months ended June 30, 2026 totaled $0.6 million, consisting primarily of $0.4 million of purchases of property and equipment, including leasehold improvements at our headquarters, and $0.2 million of investment in capitalized software development.
Current report
Cash used in investing activities for the six months ended June 30, 2025 totaled $1.3 million, and consisted entirely 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 provided by financing activities for the six months ended June 30, 2025 totaled $0.1 million, consisting of proceeds from stock option exercises, partially offset by payments on principal of finance leases.
Removed paragraphs (8)
Previous report
We realized modest revenue growth during the three months ended March 31, 2026, as compared to the same period in 2025. Revenue for the three months ended March 31, 2026, totaled$9.6 million, an increase of 3%, as compared to$9.3 million for the same period of 2025.
Previous report
Revenues for the three months ended March 31, 2026, were$9.6 million, compared to$9.3 million for the same period of 2025, anincrease of$0.3 million or 3%. Theincrease in net sales was primarily driven by the growth in quantity of
Previous report
UltraMIST® disposables, which increased by 22% in the three months ended March 31, 2026, as compared to the same period of 2025. The quantity of UltraMIST® systems sold decreased by 1% in the three months ended March 31, 2026, as compared to the same period of 2025. Pricing of the UltraMIST® system and disposables declined in the three months ended March 31, 2026, as compared to the same period of 2025; the average selling price of disposables decreased 6% in the three months ended March 31, 2026, and the average selling price of systems decreased 11% in the three months ended March 31, 2026. Revenue from UltraMIST® totaled 100% of total revenue in the three months ended March 31, 2026, and 99% in the same period of 2025.
Previous report
General and administrative expenses for the three months ended March 31, 2026, were $5.3 million as compared to $4.8 million for the same period of 2025, an increase of $0.4 million, or 8%. The increase in the three months ended March 31, 2026, as compared to the same period of 2025, was primarily due to an increase in payroll and related expenses of$0.4 million, software expenses of $0.2 million, and audit and tax fees of $0.2 million, partially offset by a decrease in Nasdaq listing costs of $0.3 million and regulatory costs of $0.1 million.
Previous report
Selling and marketing expenses for the three months ended March 31, 2026, were$2.4 million as compared to$1.5 million for the same period of 2025, anincrease of$0.9 million, or 57%. The year-over-year increase in sales and marketing expenses in the three months ended March 31, 2026, was largely driven by increased consulting expenses of$0.5 million and payroll and related expenses of $0.4 million.
Previous report
Other Expense, net
Previous report
Cash provided by operating activities for the three months ended March 31, 2026 totaled $0.4 million, an improvement of $1.9 million compared to cash used in operating activities of $1.5 million for the three months ended March 31, 2025. The improvement was primarily driven by a $4.7 million reduction in net loss, from $6.1 million in the prior year period to $1.4 million in the current year period, reflecting continued revenue growth and operational improvements. Significant non-cash adjustments in the current year period included stock-based compensation of $1.6 million and depreciation and amortization of $0.3 million. The prior year period included a $4.9 million non-cash loss on the change in fair value of derivative liabilities, which did not recur in the current year period as the related warrants expired during 2025. Working capital changes in the current year period reflected a $0.6 million increase in accounts receivable from higher revenue activity, while inventory remained relatively flat compared to a $1.3 million build in the prior year period.
Previous report
Cash used in investing activities for the three months ended March 31, 2026 totaled $0.2 million, consisting of $23 thousand in purchases of property and equipment, $66 thousand in deposits on property and equipment, and $69 thousand in investment in software development. Cash used in investing activities for the three months ended March 31, 2025 totaled $0.2 million, consisting entirely of purchases of property and equipment.
Reworded paragraphs (10)
Previous wording
Net loss for the three months ended March 31, 2026, was$1.4 million compared to a net loss of$6.1 million for the same period in 2025. The decrease in our net loss for the three months ended March 31, 2026, was primarily attributable to the$4.9 million non-cash loss on the change in fair value of derivative liabilities recognized in the prior year period that did not recur during the three months ended March 31, 2026. For the three months ended March 31, 2026, our operating loss totaled$1.1 million, which is a change of$1.7 million compared to operating income of$0.6 million for the same period of 2025.
Current wording
Net loss for the six months ended June 30, 2026 was$2.1 million, compared to a net loss of$5.6 million for the same period in 2025. The reduction in net loss was driven principally by items below operating income, including the non-recurrence of a$3.9 million loss from the change in fair value of derivative liabilities recognized in the prior-year period and a$2.8 million decrease in interest expense following our September 2025 debt refinancing. These improvements were partially offset by a decline in operating results: our operating loss for the six months ended June 30, 2026 was$1.4 million, compared to operating income of$2.0 million for the same period in 2025. The decline in operating results for the six months ended June 30, 2026 was primarily driven by higher operating expenses, including increased research and development, selling and marketing, and general and administrative spending, together with a slight decline in gross margin.
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 (loss) income.
Previous wording
Cost of revenues for the three months ended March 31, 2026, was$2.2 million, compared to$2.0 million for the same period of 2025. Gross profit as a percentage of revenues was 77% for the three months ended March 31, 2026, compared to 79% for the same period in 2025. This decrease in gross margin was largely driven by a decrease in pricing on our UltraMIST® systems and applicators due to a higher reseller mix.
Current wording
Cost of revenues for the six months ended June 30, 2026 was $4.5 million, compared to $4.2 million for the same period of 2025. Gross margin as a percentage of revenues was 77% for the six months ended June 30, 2026, compared to 79% for the same period in 2025. The decline in gross margin percentage was primarily driven by a shift in revenue mix toward consumables sales and away from higher-margin system sales and lower average sales prices due to a higher reseller mix, combined with increased personnel costs within cost of revenues.
Previous wording
Research and development expenses for the three months ended March 31, 2026, were$0.7 million as compared to $0.2 million for the same period of 2025, an increase of $0.5 million. The year-over-year increase in research and development expenses in the three months ended March 31, 2026, was largely driven by consulting expenses of$0.2 million, non-cash charges for stock-based compensation totaling$0.1 million, and software and patents expenses of $0.1 million.
Current wording
Research and development expenses for the three months ended June 30, 2026 were $0.6 million, compared to $0.2 million for the same period of 2025, an increase of $0.4 million. The increase was primarily due to higher personnel costs of $0.3 million, including increased stock-based compensation of $0.1 million, and higher consulting costs of $0.1 million.
Previous wording
Other expense, net consists of the following:
Current wording
Other (expense) income, net consists of the following:
Previous wording
Other expense, net totaled$0.3 million for the three months ended March 31, 2026, as compared to$6.7 million for the same period of 2025, a decrease of$6.4 million. The decrease was primarily driven bythe change in the fair value of derivative liabilities of$4.9 million and decreased interest expense of $1.4 million. The change in fair value of derivative liabilities relates to valuation of warrants previously issued by the Company; these warrants expired during 2025. The reduction in interest expense reflects the September 2025 repayment of our Prior Debt and the closing of our Term Loan under the JPM Credit Agreement, which carries a lower interest rate, as described in Note 8 to the condensed consolidated financial statements.
Current wording
Total Other Expense, net was $0.7 million for the six months ended June 30, 2026, compared to $7.6 million for the same period of 2025, a decrease in net expense of $6.9 million. The decrease was primarily driven by the non-recurrence of a $3.9 million loss from the change in fair value of derivative liabilities recognized in the prior-year period, and a $2.8 million reduction in interest expense, reflecting the September 2025 refinancing of our senior secured debt. The change in fair value of derivative liabilities relates to the valuation of warrants previously issued by the Company.
Previous wording
From inception through the year ended December 31, 2024, we incurred losses from operations each year, before achieving net income for the year ended December 31, 2025. As of March 31, 2026, we had an accumulated deficit of$244.1 million.
Current wording
From inception through the year ended December 31, 2024, we incurred losses from operations each year, before achieving net income for the year ended December 31, 2025. As of June 30, 2026, we had an accumulated deficit of $244.8 million.
Previous wording
Historically, our operations have primarily been funded from the sale of capital stock, issuances of notes payable, and convertible debt securities. During the third quarter of 2025, we entered into the JPM Credit Agreement, which provided a $23.0 million Term Loan and a $5.0 million Revolver, the proceeds of which were used to repay and terminate the Prior Debt, as described in Note 8 to the condensed consolidated financial statements. The JPM Credit Agreement extended the maturity of our debt obligations and provided additional liquidity through the Revolver. Together with the positive cash flow from operations generated in 2025 and the$5.0 million received in connection with the patent purchase agreement described in Note 14 of the condensed consolidated financial statements, these actions strengthened our liquidity position and capital structure.
Current wording
Historically, our operations have primarily been funded from the sale of capital stock, issuances of notes payable, and convertible debt securities. During the third quarter of 2025, we entered into the JPM Credit Agreement, which provided a $23.0 million Term Loan and a $5.0 million Revolver, the proceeds of which were used to repay and terminate the Prior Debt, as described in Note 8 to the condensed consolidated financial statements. The JPM Credit Agreement extended the maturity of our debt obligations and provided additional liquidity through the Revolver. Together with the positive cash flow from operations generated in 2025 and the $5.0 million received in connection with the patent purchase agreement described in Note 14 of the condensed consolidated financial statements, these actions strengthened our liquidity position and capital structure.
Previous wording
As of March 31, 2026, we had cash and cash equivalents of$10.8 million,$20.1 million outstanding under our Term Loan, and$0.7 million drawn under our Revolver. We were in compliance with all financial and other covenants under the JPM Credit Agreement as of March 31, 2026.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $9.4 million, $18.7 million outstanding under our Term Loan, and $0.7 million drawn under our Revolver. We were in compliance with all financial and other covenants under the JPM Credit Agreement as of June 30, 2026.
Previous wording
Cash used in financing activities for the three months ended March 31, 2026 totaled $1.4 million, consisting primarily of $1.4 million in scheduled quarterly principal payments on the Term Loan under the JPM Credit Agreement, partially offset by $19 thousand in proceeds from stock option exercises. Cash used in financing activities for the three months ended
Current wording
Cash used in financing activities for the six months ended June 30, 2026 totaled $2.8 million, consisting primarily of $2.9 million in scheduled quarterly principal payments on the Term Loan under the JPM Credit Agreement, partially offset by $0.1 million in proceeds from stock option exercises. The increase in financing cash outflows reflects the transition from our prior non-amortizing Senior Secured Debt to the Term Loan, which requires quarterly principal payments that commenced on December 31, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
March 31, 2025 totaled $57 thousand, consisting entirely of principal payments on finance leases. The increase in financing cash outflows reflects the transition from our prior non-amortizing Senior Secured Debt to the Term Loan, which requires quarterly principal payments that commenced on December 31, 2025.