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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-05-13 · 551 added, 591 removed, 228 unchanged (83% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide

reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and

communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial

officer and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that

our disclosure controls and procedures were not operating effectively as of December 31, 2021.

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms.

under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer)

and Chief Financial Officer (principal financial officer and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, the Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not operating effectively as of December 31, 2022.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Company.

The Company’s

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the

Exchange Act) for the Company.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with U.S.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance

of achieving their control objectives.

Management, with the participation of the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial and accounting officer), evaluated the effectiveness of the

Company’s internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control —

Integrated Framework (2013).

We previously reported three material weaknesses in our internal control over financial reporting process resulting from a lack of internal expertise and resources to analyze and properly apply generally accepted

accounting principles to complex and non-routine transactions such as complex financial instruments and derivatives and complex sales distribution agreements, a lack of internal resources to analyze and properly apply generally accepted

accounting principles to accounting for equity components of service agreements with select vendors and cybersecurity breaches from email spoofing in 2019.

The company has remedied the cybersecurity breaches and email spoofing in 2020.

As of 2021 the company still has identified the following material weaknesses

Expertise and resources to analyze and properly apply generally accepted accounting principles to complex and non-routine transactions such as complex financial instruments and derivatives and complex sales distribution agreements.

A lack of internal resources to analyze and properly apply generally accepted accounting principles to accounting for financial instruments included in service agreements with select vendors.

The Company has failed to design and implement controls around all of its accounting and IT processes and procedures and, as such, it believes that all of its accounting and IT processes and procedures need to re-designed, implemented,

and tested for operating effectiveness.

Therefore, even those systems determined to be

effective can provide only reasonable assurance of achieving their control objectives.

Management, with the participation of the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial and accounting

officer), evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control — Integrated Framework (2013).

As of December 31, 2022, the Company identified the following material weaknesses:

Expertise and resources to analyze and properly apply U.S.

GAAP to complex and non-routine transactions such as complex financial

instruments and derivatives and complex sales distributing agreements with select vendors.

A lack of internal resources to analyze and properly apply U.S.

GAAP to accounting for financial instruments included in service

agreements with select vendors.

The Company has failed to design and implement controls around all accounting and IT processes and procedures and, as such, we believe

that all its accounting and IT processes and procedures need to be re-designed and tested for operating effectiveness.

As a result, management concluded that its internal control over reporting was not effective as of December 31, 2022.

Remediation Plan

During 2021, we engaged external consultants with appropriate experience applying GAAP technical accounting guidance, and we have hired additional accounting personnel both internal and external.

external consultants to review revenue recognition for new products, lease agreements, internal controls and related procedures and review of documentation of internal controls in addition to new equity and debt financing arrangements.

memos were produced for all technical issues during 2020 and reviewed with management.

The Company will continue to implement and review new controls to address these issues.

We have also implemented cybersecurity training for all employees and redesign of procedures that cyber security breaches may impact and worked with our third-party IT vendor to develop a training plan for all

existing and new employees related to cyber and implemented related controls around information technology infrastructure.

In addition, an additional employee was hired to assist with the management of IT controls and enhance internal IT

Going forward, this employee will monitor our third-party IT vendor’s testing and monitoring efforts and where necessary implement new controls as the Company grows.

These internal controls have been documented and procedures

There is no assurance that the measures described above will be sufficient to remediate the previously identified material weaknesses.

We are working with an external vendor to properly document our current internal control policies and procedures to provide the framework for increased

effectiveness to test internal controls going forward.

We are also adding automated and manual controls into and over the Company’s ERP system to ensure that order to cash controls are implemented to mitigate the risk in customer creation,

pricing, and accuracy of billing.

We are also working with an outside vendor to improve our IT general controls and set up a proper framework for IT general controls to be executed with the

objective to remediate the weaknesses regarding internal controls and provide the framework for testing going forward.

The Company has worked with their IT service

provider to improve the IT controls on the Company’s network environment but has not fully remediated the material weakness.

IT controls over the ERP system, particularly as it relates to documentation of change controls will also be improved.

Also, a review ensures employees do not have access to initiate transactions beyond their normal duties of their role.

In 2022, we hired internal resources with the proper expertise and experience to apply generally accepted accounting principles.

With the passage of time and

implementation of additional policies, procedures, and controls, we believe the framework for a proper internal control environment will begin to remediate our material weaknesses.

While the above actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating

effectiveness of internal control over a sustained period, we are committed to continuous improvement and will continue to diligently review our internal control over financial reporting.

no assurance that the measures described above will be sufficient to remediate the identified material weaknesses and significant deficiencies.

The material weaknesses and significant deficiencies will not be considered remediated

until management completes the design and implementation of the measures described above, until the controls operate for a sufficient period of time, and until management has concluded, through testing, that the controls are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2021 that materially affect, or are reasonably likely to materially affect, our

internal control over financial reporting, except as disclosed in “Remediation of Material Weaknesses” above.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022, that materially affect, or

are reasonably likely to materially affect, our internal control over financial reporting, except as disclosed above.

OTHER INFORMATION

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Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE MANAGEMENT

Below are the names and certain information regarding the Company’s executive officers and directors:

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Richardson, II

Director, Chairman and Chief Executive Officer

Chief Financial Officer and Chief Talent Officer

Director, Chief Executive Officer

Chief Financial Officer

Lisa Sundstrom

Chief Talent Officer

Peter Stegagno

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Chief Science and Technology Officer

John Schlechtweg

Chief Revenue Officer

Director, Chairman of the Board

Michael Stolarski

Richardson, II joined the Company as chairman of the board of directors in October

of 2009 and joined SANUWAVE, Inc.

Jeff Blizzard

Richardson, II joined the Company as chairman of the board of directors in October of 2009 and

joined SANUWAVE, Inc.

as chairman of the board of directors in August of 2005.

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In April 2014, Mr.

Richardson assumed the role of Co-Chief

Executive Officer.

Richardson assumed the role of Co-Chief Executive Officer.

Chiarelli departed the Company in 2014, Mr.

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Richardson was appointed as Chief Executive Officer.

Richardson brings to our

board of directors a broad array of financial knowledge for healthcare and other industries.

Richardson brings to our board of directors a

broad array of financial knowledge for healthcare and other industries.

Since 2004, Mr.

Richardson served as managing partner of Prides Capital LLC, an investment management firm, until its liquidation in September 2015.

Sundstrom joined the Company as Controller in October of 2006, and in August of 2015, assumed the responsibilities of

Interim Chief Financial Officer.

In December 2015, Ms.

Sundstrom was promoted to Chief Financial Officer.

Sundstrom has extensive financial accounting experience with Automatic Data Processing (ADP) and

Mitsubishi Consumer Electronics.

During 2021 she also assumed the role of Chief Talent Officer.

Sundstrom began her career with a small public accounting firm, Carnevale & Co., P.C., was Senior Accountant at Mitsubishi Consumer

Electronics responsible for the close process and was Accounting Manager for the Benefit Services division of ADP and assisted in the documentation of internal controls for Sarbanes-Oxley compliance.

Sundstrom holds a Bachelor of Science in

Accounting from the State University of New York at Geneseo.

Toni Rinow joined the Company in August 2022.

Toni Rinow is a highly effective CFO with expertise in publicly held and private equity funded companies.

Toni serves as an independent board member and audit committee

member for a global IT service provider Converge technology (TSX:CTS) with over $3 billion in revenue.

Toni develops high-functioning, performance driven teams to advance transformational change.

Her global experience spans healthcare, consumer

product goods, and technology delivering accelerated growth.

She has expertise in investor and public relations, capital markets, ESG and capital expansion through M&A, financial transactions and public listings.

She holds a Master of

Business Administration and a Masters in Accounting from the McGill University, was appointed a Chemical Engineer from ERASMUS European Higher Institute of Chemistry in Strasbourg, France and holds a PhD in Biophysics and Chemistry from the

University of Montreal, Canada.

Toni is trained in Artificial Intelligence at MIT.

Sundstrom joined the Company as Controller in October of 2006, and in August of 2015, assumed the responsibilities of Interim Chief

Financial Officer.

During 2021, she also assumed the role of Chief Talent Officer, which is the role she currently retains.

Sundstrom began her career with a small public accounting firm, Carnevale & Co., P.C.,

was Senior Accountant at Mitsubishi Consumer Electronics responsible for the close process and was Accounting Manager for the Benefit Services division of ADP and assisted in the documentation of internal controls for Sarbanes-Oxley compliance.

Sundstrom holds a Bachelor of Science in Accounting from the State University of New York at Geneseo.

Peter Stegagno joined the Company as Vice President, Operations in March 2006.

Stegagno brings to the Company sixteen years of

experience in the medical device market encompassing manufacturing, design and development, quality assurance and international and domestic regulatory affairs.

He most recently served as Vice President of Quality and Regulatory Affairs for

Elekta, and other medical device companies including Genzyme Biosurgery.

Stegagno brings to the Company significant experience in

the medical device market encompassing manufacturing, design and development, quality assurance and international and domestic regulatory affairs.

He most recently served as Vice President of Quality and Regulatory Affairs for Elekta, and other

medical device companies including Genzyme Biosurgery.

Before focusing on the medical field, Mr.

Stegagno enjoyed successful career encompassing production roles in the space industry, including avionics guidance systems for

military applications and control computers for the space shuttle.

Stegagno enjoyed successful career encompassing production roles in the space industry, including avionics guidance systems for military applications

and control computers for the space shuttle.

Stegagno graduated from Tufts University with a Bachelor of Science degree in Chemical Engineering.

Iulian Cioanta, PhD joined the Company in June 2007 as Vice President of Research and Development.

Cioanta most recently served

as Business Unit Manager with Cordis Endovascular, a Johnson & Johnson company.

Cioanta most recently served as

Business Unit Manager with Cordis Endovascular, a Johnson & Johnson company.

Prior to that, Dr.

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Cioanta also worked in academia at Polytechnic University of Bucharest in Romania, Leicester University in the United Kingdom and Duke University in the United States.

Cioanta received a Master of Science degree in Mechanical Engineering and Technology form the Polytechnic University of Bucharest and he earned his PhD degree in Biomedical Engineering from Duke University in the field of extracorporeal shock

wave lithotripsy.

John Schlechtweg joined the Company as Chief Revenue Officer in August 2020.

Schlechtweg brings to the Company over fifteen

years of experience in the biotech, pharmaceutical and medical device sales and marketing.

He most recently served as Senior Director of Sales for Celularity, and other medical companies including Alliqua, Shire Regenerative Medicine, Accelecare,

Organogenesis, Inc., and Merck Scherng-Plough.

Schlechtweg graduated from Southern Connecticut State University with a Masters of Business Administration and from Utica College of Syracuse University with a Bachelor of Arts.

Jeff Blizard is the Senior Director of Sales at AbioMED, where he led sales of Impella in the surgical market bringing it from 16 million to 150 million in 6 years.

Mr.Blizard brings a strong knowledge of capital equipment and

sales leadership specific to the medical industry.

Morgan Frank joined the board as Chairman in August 2022.

Frank is a founder and principal at

Manchester Explorer Fund (18 years) and at Manchester Explorer Ltd (Cayman), two life science focused public equity hedge funds specializing in hands-on microcap growth and development companies.

He has 30 years of experience in investing,

capital markets, corporate strategy, corporate finance, corporate restarts, and intellectual property.

Formerly a principal at First Principles Group, a firm focused on corporate restarts and a portfolio manager for technology and venture

capital at Hollis capital, a San Francisco Hedge Fund.

He also sits on the board of Modular medical (MODD) a development stage company focused on next generation insulin delivery.

Frank has degrees in economics and political science from

Brown University.

Jeff Blizard joined the Board as a Director in April 2022.

Blizard is the Senior Director of Sales at AbioMED, where he led sales of Impella in the

surgical market bringing it from 16 million to $150 million in 6 years.

Mr.Blizard brings a strong knowledge of capital equipment and sales leadership specific to the medical industry.

Throughout his career, Mr.

Blizard has shown strength in business and market development.

Ian Miller is the Commercial Vice President of Hoogwegt US where he manages a team of traders generating more than $500 Million in annual revenue by purchasing and

selling in excess of 250,000 metric tons of commodities which are distributed around the globe.

Miller has a Master of Business Administration from Drake University and brings over 20 years of sales leadership knowledge that will help

SANUWAVE develop its non-medical verticals and growth strategies.

Blizard has shown strength in

business and market development.

Ian Miller joined the Board as a Director in April 2022.

Miller is the Commercial Vice President of Hoogwegt US

where he manages a team of traders generating more than $500 million in annual revenue by purchasing and selling in excess of 250,000 metric tons of commodities which are distributed around the globe.

Miller has a Master of Business

Administration from Drake University and brings over 20 years of sales leadership knowledge that will help SANUWAVE develop its non-medical verticals and growth strategies.

Throughout his career, Mr.

Miller has built a successful track record for business development and strategic implementation that have helped companies grow both their top and

bottom lines.

Jim Tyler is an advisory partner to Morgan Stanley

Expansion Capital.

Tyler brings over 40 years of operations and financial leadership in various healthcare delivery models.

Tyler built a successful track record for operation excellence, specifically in the wound care industry, as COO

with National Healing which later became Healogics, the nation’s leading provider of advanced wound care.

Nemelka joined the Company as a member of the board of directors in October of 2009 and joined SANUWAVE, Inc.

as a member of

the board of directors in August of 2005.

Nemelka founded NightWatch Capital Group, LLC, an investment management business, and served as its Managing Principal since its incorporation in July 2001 until its liquidation in December 2015.

1997 to 2000, he was a Principal at Graham Partners, a private investment firm and affiliate of the privately-held Graham Group.

From 2000 to 2001, Mr.

Nemelka was a Consultant to the Graham Group.

Nemelka brings to our board of directors a

diverse background with both financial and operations experience.

He holds a B.S.

degree in Business Administration from Brigham Young University and an M.B.A.

degree from the Wharton School at the University of Pennsylvania.

Nemelka resigned

from the Company’s board of directors effective April 10, 2022.

Miller has built a successful track record for

business development and strategic implementation that have helped companies grow both their top and bottom lines.

Jim Tyler joined the Board as a Director in April 2021.

Tyler is an advisory partner to Morgan Stanley Expansion Capital.

Tyler brings over 40

years of operations and financial leadership in various healthcare delivery models.

Tyler built a successful track record for operational excellence, specifically in the wound care industry, as COO with National

Healing which later became Healogics, the nation’s leading provider of advanced wound care.

Michael Stolarski joined the Company as a member of the board of directors in April 2016.

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CORPORATE GOVERNANCE AND BOARD MATTERS

The Company adopted a formal Corporate Governance policy in January 2012 which included establishing formal board committees and a code of conduct for the board of directors

and the Company.

The Board of Directors

Recent Developments

The Company’s current board of directors consists of five members, four of whom have been determined by the board to be “independent” as defined under the rules of the OTC

stock market.

The Company’s current board of directors consists of six members, five of whom have been determined by the board to be “independent” as defined under the rules of the

OTC stock market.

The board of directors has determined that Mr.

Richardson is not independent under the applicable marketplace rules of the OTC stock market.

During 2022, the Board held eleven meetings.

Each incumbent director attended

at least 75% of the aggregate of the total number of meetings of the Board held during the period for which he has been a director and the total number of meetings held by all committees of the Board on which he served during the periods that he or

Board’s Leadership Structure

The Company’s board of directors elects the Company’s chief executive officer and its chairman, and each of these positions may be held by the same person or may be held by two persons.

chairman’s primary responsibilities are to manage the board and serve as the primary liaison between the board of directors and the chief executive officer, while the primary responsibility of the chief executive officer is to manage the

day-to-day affairs of the Company, taking into account the policies and directions of the board of directors.

Such an arrangement promotes more open and robust communication among the board and provides an efficient decision-making process with

proper independent oversight.

The Company’s board of directors has determined that it is currently in the best interest of the Company and its shareholders to combine the roles of chairman of the board and chief executive officer.

The Company believes, however, that there is no single leadership structure that is the best and most effective in all circumstances and at all times.

Accordingly, the board of directors retains

the authority to later combine these roles if doing so would be in the best interests of the Company and its shareholders.

The Company’s board of directors is authorized to have an audit committee, a compensation committee and a nominating and corporate governance committee, to assist the Company’s board of

directors in discharging its responsibilities.

The Company’s current board of directors consists of five members, four of whom has been determined by the board to be “independent” as defined under the rules of the OTC stock market.

directors has determined that Mr.

Richardson is not independent under the applicable marketplace rules of the OTC stock market and Rule 10A-3 under the Exchange Act.

Beginning in July 2021, the Company’s board of directors determined that all of

its current members would also be members of each of the audit, compensation and corporate governance committees.

affairs of the Company, considering the policies and directions of the board of directors.

Such an arrangement promotes more open and robust communication among the board and provides an efficient decision-making process with proper independent

The Company’s board of directors, as of August 2002, has determined that it is currently in the best interest of the Company and its shareholders to separate the roles of chairman of the board and chief executive officer.

The Company believes, however, that there is no single leadership structure that is always the best and most effective in all circumstances.

Accordingly, the board of directors retains the

authority to later combine these roles if doing so would be in the best interests of the Company and its shareholders.

The Company’s board of directors is authorized to have an audit committee, a compensation committee, and a nominating and corporate governance committee, to assist the Company’s board of directors

in discharging its responsibilities.

Board’s Role in Risk Oversight

While the Company’s management is responsible for the day-to-day management of risk to the Company, the board of directors has broad oversight responsibility for the

Company’s risk management programs.

While the Company’s management is responsible for the day-to-day management of risk to the Company, the board of directors has broad oversight responsibility for the Company’s risk

management programs.

The various committees of the board of directors assist the board of directors in fulfilling its oversight responsibilities in certain areas of risk.

In particular, the audit committee focuses on financial and

enterprise risk exposures, including internal controls, and discusses with management and the Company’s independent registered public accountants the Company’s policies with respect to risk assessment and risk management.

The compensation

committee is responsible for considering those risks that may be implicated by the Company’s compensation programs and reviews those risks with the Company’s board of directors and chief executive officer.

In particular, the audit committee focuses on financial and enterprise risk

exposures, including internal controls, and discusses with management and the Company’s independent registered public accountants the Company’s policies with respect to risk assessment and risk management.

The compensation committee is responsible

for considering those risks that may be implicated by the Company’s compensation programs and reviews those risks with the Company’s board of directors and chief executive officer.

Audit Committee

The current members of the Company’s audit committee are A.

Michael Stolarski (Acting Chairperson), Ian Miller and Jeff Blizard.

The audit committee operates under a written charter adopted by the board of directors which is available on the Company’s website at www.sanuwave.com .

responsibility of the audit committee is to oversee the Company’s financial reporting process on behalf of the board of directors.

The Audit Committee reviews and discusses with management and the independent registered public accounting firm the

annual audited and quarterly financial statements (including the related disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the annual report on Form 10-K and the quarterly reports on Form

10-Q), reviews the integrity of the financial reporting processes, both internal and external, reviews the qualifications, performance, and independence of the registered public accounting firm.

Among other things, the audit committee is also

responsible for reviewing with management the effectiveness of the Company’s internal controls and disclosure controls and procedures.

The audit committee is directly responsible for the appointment, compensation, retention, and oversight of the

work of the Company’s independent auditors, currently Marcum LLP, including the resolution of disagreements, if any, between management and the auditors regarding financial reporting.

In addition, the audit committee is responsible for reviewing

and approving any related party transaction that is required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.

The current members of the Company’s audit committee are Ian Miller (Acting Chairperson), A.

Michael Stolarski, and Jeff Blizard.

Stolarski, Mr.

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pursuant to the rules of the OTC stock market.

Stolarski, who is acting as the chair of the committee, has been determined by the board of directors to be an audit committee financial expert as defined pursuant to the rules of the SEC.

The audit committee operates under a written charter adopted by the board of directors which is available on the Company’s website at www.sanuwave.com .

responsibility of the audit committee is to oversee the Company’s financial reporting process on behalf of the board of directors.

Among other things, the audit committee is responsible for overseeing the Company’s accounting and financial

reporting processes and audits of the Company’s financial statements, reviewing and discussing with the independent auditors the critical accounting policies and practices for the Company, engaging in discussions with management and the

independent auditors to assess risk for the Company and management thereof, and reviewing with management the effectiveness of the Company’s internal controls and disclosure controls and procedures.

The audit committee is directly responsible for

the appointment, compensation, retention and oversight of the work of the Company’s independent auditors, currently Marcum LLP, including the resolution of disagreements, if any, between management and the auditors regarding financial reporting.

In addition, the audit committee is responsible for reviewing and approving any related party transaction that is required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.

Miller, who is acting as the chair of the committee, has been determined by the board of directors to be an audit committee financial expert as defined pursuant to the rules of the SEC.

Compensation Committee

The current chair of the Company’s compensation committee is Jeff Blizard, who is an independent director, pursuant to the rules of the OTC stock market.

The other current members of the compensation committee are

Michael Stolarski and Jim Tyler, who are also independent directors pursuant to the rules of the OTC stock market.

The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors relating to

compensation of the Company’s executive officers.

The other current members of the compensation committee are A.

Michael Stolarski, Ian Miller, and Jim Tyler, who are also independent directors pursuant to the rules of the OTC stock market.

The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors

relating to compensation of the Company’s executive officers.

Pursuant to the Company’s Compensation Committee Charter, the compensation committee is required to consist of at least two independent directors.

The compensation committee operates under a written charter adopted by the board of directors which is available on the Company’s website at www.sanuwave.com .

Specific responsibilities of the compensation committee include reviewing and recommending approval of compensation of the Company’s named executive officers, administering the Company’s stock incentive plan, and reviewing and making

recommendations to the Company’s board of directors with respect to incentive compensation and equity plans.

responsibilities of the compensation committee include reviewing and recommending approval of compensation of the Company’s named executive officers, administering the Company’s stock incentive plan, and reviewing and making recommendations to the

Company’s board of directors with respect to incentive compensation and equity plans.

Nominating and Corporate Governance Committee

The current chair of the Company’s nominating and corporate governance committee is Jim Tyler, who is an independent director, pursuant to the rules of the OTC stock market.

The other current members of the

nominating and governance committee are Ian Miller and Jeff Blizard, who are also independent directors pursuant to the rules of the OTC stock market.

Pursuant to the Company’s Nominating and Corporate Governance Committee Charter, the nominating

and corporate governance committee is required to consist of at least two independent directors.

The other current members of the committee

are Ian Miller, A.

Michael Stolarski, and Jeff Blizard, who are also independent directors pursuant to the rules of the OTC stock market.

Pursuant to the Company’s Nominating and Corporate Governance Committee Charter, the nominating and corporate

governance committee is required to consist of at least two independent directors.

The nominating and corporate governance committee operates under a written charter adopted by the board of directors which is available on the Company’s website at www.sanuwave.com .

Specific responsibilities of the nominating and corporate governance committee include:

identifying and recommending nominees for election to the Company’s board of directors;

Specific responsibilities of the nominating and corporate governance committee include identifying and recommending nominees for election to the Company’s board of directors;

developing and recommending to the board of directors the Company’s

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and reviewing and approving compensation for non-employee members of the board of directors.

The nominating and corporate governance committee’s charter outlines how the nominating and corporate governance committee fulfills its responsibilities for assessing the qualifications and effectiveness of the

current board members, assessing the needs for future board members, identifying individuals qualified to become members of the board and its committees, and recommending candidates for the board of director’s selection as director nominees for

election at the next annual or other properly convened meeting of shareholders.

The nominating and corporate governance committee considers director candidates recommended by shareholders for nomination for election to the board of directors.

The committee applies the same standards in

considering director candidates recommended by the shareholders as it applies to other candidates.

Any shareholder entitled to vote for the election of directors may recommend a person or persons for consideration by the committee for nomination

for election to the board of directors.

The Company must receive written notice of such shareholder’s recommended nominees(s) no later than January 31 st of the year

in which the shareholder wishes such recommendation to be considered by the committee in connection with the next meeting of shareholders at which the election of directors will be held.

To submit a recommendation, a shareholder must give timely

notice thereof in writing to the Secretary of the Company.

A shareholder’s notice to the Secretary shall set forth:

(i) the name and record address of the shareholder making such recommendation and any other shareholders known by such shareholder

to be supporting such recommendation;

(ii) the class and number of shares of the Company which are beneficially owned by the shareholder and by any other shareholders known by such shareholder to be supporting such recommendation;

(iii) the name,

age and five year employment history of such recommended nominee;

(iv) the reasons why the shareholder believes the recommended nominee meets the qualifications to serve as a director of the Company;

and (v) any material or financial interest of

the shareholder and, if known, the recommended nominee in the Company.

Shareholder Communications with the Board of Directors

The board of directors has implemented a process for shareholders to send communications to the board of directors.

Shareholders who wish to communicate directly with the board of directors or any particular

director should deliver any such communications in writing to the Secretary of the Company.

The Secretary will compile any communications they receive from shareholders and deliver them periodically to the board of directors or the specific

directors requested.

The Secretary of the Company will not screen or edit such communications but will deliver them in the form received from the shareholder.

Strategy and Finance Committee

The current chair of the Company’s strategy and finance committee is A.

Michael Stolarski.

The other current members of the committee are James Tyler and Ian Miller.

The strategy and finance committee operates under

a written charter adopted by the board of directors which is available on the Company’s website at www.sanuwave.com .

Specific responsibilities of the strategy and finance committee include

identifying financial strategies to improve the Company’s balance sheet position and shareholder value.

Stockholder Communications with the Board of Directors

The board of directors has implemented a process for stockholders to send communications to the board of directors.

Stockholders who wish to communicate directly with the board of directors or any director should

deliver any such communications in writing to the Secretary of the Company.

The Secretary will compile any communications they receive from stockholders and deliver them periodically to the board of directors or the specific directors requested.

The Secretary of the Company will not screen or edit such communications but will deliver them in the form received from the stockholder.

Code of Conduct and Ethics

It is the Company’s policy to conduct its affairs in accordance with all applicable laws, rules and regulations of the jurisdictions in which it does business.

The Company has adopted a code of

business conduct and ethics with policies and procedures that apply to all associates (all employees are encompassed by this term, including associates who are officers) and directors, including the chief executive officer, chief financial

officer, controller, and persons performing similar functions.

The Company has

adopted a code of business conduct and ethics with policies and procedures that apply to all associates (all employees are encompassed by this term, including associates who are officers) and directors, including the chief executive officer, chief

financial officer, controller, and persons performing similar functions.

The Company has made the code of business conduct and ethics available on its website at www.sanuwave.com .

If any substantive amendments to the code of business conduct and ethics are made or any waivers are granted, including any implicit waiver, the Company

will disclose the nature of such amendment or waiver on its website or in a report on Form 8-K.

If any substantive amendments to the code of business conduct and ethics are made or any waivers are granted, including any implicit waiver, the Company will

disclose the nature of such amendment or waiver on its website or in a report on Current Report on Form 8-K.

No Family Relationships Among Directors and Officers

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our equity securities which are registered pursuant to Section 12 of the

Exchange Act, to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities.

Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all

Section 16(a) reports they file.

Except as set forth herein, based solely upon a review of the Forms 3, 4 and 5 (and amendments thereto) furnished to us for our fiscal year ended December 31, 2021, we have determined that our

directors, officers and greater than 10% beneficial owners complied with all applicable Section 16 filing requirements.

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our equity securities which are registered pursuant to Section 12 of the Exchange

Act, to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities.

Except as set forth herein, based solely upon a review of the Forms 3, 4 and 5 (and amendments thereto) filed with the SEC, we have determined that

our directors, officers and greater than 10% beneficial owners complied with all applicable Section 16 filing requirements, except that A.

Michael Stolarksi and Kevin A.

Richardson, II each failed to report two purchases of Notes and Common Stock

Purchase Warrants;

Ian Miller and James Tyler each failed to report one purchase of Notes and Common Stock Purchase Warrants;

Opaleye, L.P.

failed to file a Form 3 and failed to report two purchases of Notes and Common Stock Purchase Warrants;

and Manchester Management Company, LLC, Manchester Management PR, LLC, Manchester Explorer, L.P., James E.

Besser and Morgan C.

Frank each failed to timely report one purchase of Notes and Common Stock Purchase Warrants.

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Years 2021 and 2020

This section discusses the material components of the executive compensation program offered to our executives, and in particular to our named executive officers for 2022, who were:

Richardson, II, Chief Executive Officer;

John Schlechtweg, Chief Revenue Officer;

Lisa Sundstrom, Chief Talent Officer and former Chief Financial Officer.

Summary Compensation Table

The following table provides certain information concerning compensation earned for services rendered in all capacities by our named executive officers during the fiscal years ended December 31, 2022,

31, 2021 and 2020.

Name and Principal Position

Option Awards ($)

All Other Compensation ($) (3)

Richardson, II

Chairman of the Board and Chief Executive Officer (principal executive officer)

President, Healthcare

Peter Stegagno

Chief Operating Officer

Chief Financial Officer (principal financial officer)

(1) Amounts reflect (i) the salary guaranteed by Mr.

Richardson’s employment agreement with the Company and (ii) an aggregate amount of $60,000 for fees earned or paid in cash for Mr.

Richardson’s service as a director in fiscal 2020 (which aggregate amount is also reflected in the Director Compensation Table, below).

(2) Amounts shown in this column do not reflect the dollar amounts actually received by our NEOs.

Instead, these amounts reflect the aggregate grant date fair value of each stock or option

award in the respective fiscal year, computed in accordance with the provisions of FASB ASC Topic 718.

Assumptions used in the calculation of these amounts are included in Note 18 to our consolidated financial statements included in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2019.

(3) Includes health, dental, life and disability insurance premiums and 401(k) matching contributions.

Parikh was named President, Healthcare of the Company effective May 31, 2018.

On May 14, 2020, Mr.

Parikh notified the Company of his decision to resign effective June 30, 2020.

Name and Position

compensation (2)

Richardson, II Chief Executive Officer

John Schlechtweg, Chief Revenue Officer

Lisa Sundstrom, Chief Talent Officer

Amounts reflect the following:

the salary guaranteed by Mr.

Richardson’s employment agreement with the Company and

an aggregate amount of $60,000 for fees earned or paid in cash for Mr.

Richardson’s service as a director in fiscal 2022.

Includes bonus, health, dental, life and disability insurance premiums and 401(k) matching contributions.

2022 Named Executive Officer Compensation Plan

Our salaries reflect the responsibilities of each Named Executive Officer (NEO) and the competitive market for comparable professionals in our industry.

Base salaries and benefits packages are fixed

components of our NEO’s compensation and do not vary with Company performance.

Short term Cash Incentives

The performance-based compensation plan reflects our pay-for-performance philosophy and directly ties short-term incentives to short-term business performance.

These awards are linked to specific

annual financial goals and key business initiatives for the overall Company.

Annual employee bonus incentives are paid to reward achievement of critical short-term operating, financial, and strategic goals.

The annual employee bonus is calculated

based on a percentage of the each NEO’s salary, 50% is paid on individual performance goals, as assigned by leadership and the Board of Directors, and the remainder is paid based on Company performance measures.

Stock Incentive Plan

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(the “2006 Plan”).

On November 1, 2010, the Company

approved the Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc.

On November 1, 2010, the Company approved the

Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc.

effective as of January 1, 2010 (previously defined as the “Stock Incentive Plan”).

The Stock Incentive Plan permits grants of awards to selected employees,

directors and advisors of the Company in the form of restricted stock or options to purchase shares of common stock.

Options granted may include nonstatutory options as well as qualified incentive stock options.

The Stock Incentive Plan is

currently administered by the board of directors of the Company.

The Stock Incentive Plan gives broad powers to the board of directors of the Company to administer and interpret the particular form and conditions of each option.

The stock options

granted under the Stock Incentive Plan are nonstatutory options which vest over a period of up to three years and have a maximum ten-year term.

The options are granted at an exercise price equal to the fair market value of the common stock on the

date of the grant which is approved by the board of directors of the Company.

The Stock Incentive Plan had 35,000,000 shares of common stock reserved for grant at December 31, 2020 and 2019, respectively.

The terms of the options granted under the Stock Incentive Plan expire as determined by individual option agreements (or on the tenth anniversary of the grant date), unless terminated earlier,

on the first to occur of the following:

The Stock Incentive Plan permits grants of awards to selected employees, directors, and

advisors of the Company in the form of restricted stock or options to purchase shares of common stock.

Options granted may include non-statutory options as well as qualified incentive stock options.

The Stock Incentive Plan is administered by the

board of directors of the Company.

The Stock Incentive Plan gives broad powers to the board of directors of the Company to administer and interpret the form and conditions of each option.

The stock options granted under the Stock Incentive Plan are

non-statutory options which vest over a period of up to three years and have a maximum ten-year term.

The options are granted at an exercise price equal to the fair market value of the common stock on the date of the grant.

The terms of the options granted under the Stock Incentive Plan expire as determined by individual option agreements (or on the tenth anniversary of the grant date), unless terminated earlier, on the

first to occur of the following:

(1) the date on which the participant’s service with the Company is terminated by the Company for cause;

(2) 60 days after the participant’s death;

or (3) 60 days after the termination of the participant’s

service with the Company for any reason other than cause or the participant’s death;

provided that, if during any part of such 60 day period the option is not exercisable solely because of specified securities law restrictions, the option will

not expire until the earlier of the expiration date or until it has been exercisable for an aggregate period of 60 days after the termination of the participant’s service with the Company.

The options vest as provided for in each individual’s

option agreement and the exercise prices for the options are determined by the board of directors at the time the option is granted;

provided that the exercise price shall in no event be less than the fair market value per share of the Company’s

common stock on the grant date.

In the event of any change in the common stock underlying the options, by reason of any merger or exchange of shares of common stock, the board of directors shall make such substitution or adjustment as it deems to

be equitable to (1) the class and number of shares underlying such option, (2) the exercise price applicable to such option, or (3) any other affected terms of such option.

or (3) 60 days after the termination of the participant’s service

with the Company for any reason other than cause or the participant’s death;

provided that, if during any part of such 60 day period the option is not exercisable solely because of specified securities law restrictions, the option will not expire

until the earlier of the expiration date or until it has been exercisable for an aggregate period of 60 days after the termination of the participant’s service with the Company.

The options vest as provided for in each option agreement and the

exercise prices for the options are determined by the board of directors at the time the option is granted, provided that the exercise price shall in no event be less than the fair market value per share of the Company’s common stock on the grant

class and number of shares underlying such option, (2) the exercise price applicable to such option, or (3) any other affected terms of such option.

In the event of a change of control, unless specifically modified by an individual option agreement:

(1) all options outstanding as of the date of such change of control will become fully

and (2) notwithstanding (1) above, in the event of a merger or share exchange, the board of directors may, in its sole discretion, determine that any or all options granted pursuant to the Stock Incentive Plan will not vest on an

accelerated basis if the board of directors, the surviving corporation or the acquiring corporation, as the case may be, has taken such action that in the opinion of the board of directors is equitable or appropriate to protect the rights and

interests of the participants under the Stock Incentive Plan.

On December 31, 2021, there were 2,568,281 shares of common stock available for grant under the Stock Incentive Plan.

For the years ended December 31, 2021 and 2020, there were 0 and 0 options,

respectively, granted to the Company’s executive officers under the Stock Incentive Plan.

(1) all options outstanding as of the date of such change of control will become fully vested;

(2) notwithstanding (1) above, in the event of a merger or share exchange, the board of directors may, in its sole discretion, determine that any or all options granted pursuant to the Stock Incentive Plan will not vest on an accelerated basis if

the board of directors, the surviving corporation or the acquiring corporation, as the case may be, has taken such action that in the opinion of the board of directors is equitable or appropriate to protect the rights and interests of the

participants under the Stock Incentive Plan.

No equity awards were issued during the year ended December 31, 2022, and 2021.

Outstanding Equity Awards at 2022 Fiscal Year End

The following table provides certain information concerning the outstanding equity awards for each named executive officer as of December 31, 2022:

Option Awards

Number of Securities Underlying Unexercised Options/ Warrants (#) Exercisable

Number of Securities Underlying Unexercised Options/ Warrants (#) Unexercisable

Equity Incentive

Option/ Warrant

Exercise Price

Option/ Warrant

Expiration Date

Shares or Units

of Stock That

Market Value of

Shares or Units

of Stock That

Equity Incentive

Shares, Units or

That Have Not

Number of securities

underlying options

unexercisable

Equity incentive

Payout Value of

Shares, Units or

That Have Not

Richardson, II

Chairman of the Board and Chief Executive Officer (principal executive officer)

Chief Financial Officer (principal financial officer)

Peter Stegano

Chief Operating Officer

On February 21, 2013, the company, by mutual agreement with all active employees and directors of the Company, cancelled options granted to the active employees and directors in the year ended December 31,

2011 and prior.

In exchange for these options, the active employees and directors received new options to purchase shares of common stock at an exercise price of $0.35 per share.

The Company cancelled all options which were previously

granted to Mr.

Richardson, Ms.

Sundstrom and Mr.

The Company granted Mr.

Richardson 115,000 options, Ms.

Sundstrom 65,000 options and Mr.

Stegagno 334,644 options on February 21, 2013 which vest one-third at grant date,

one-third on February 21, 2014 and one-third on February 21, 2015.

The Company granted Ms.

Sundstrom 25,000 and Mr Stegagno 50,000 options on May 7, 2014 which vests one-third at grant date, one-third on May 7, 2015 and one-third on May 7, 2016.

The Company granted Mr.

Richardson 750,000 options, Ms.

Sundstrom 500,000 options and Mr.

Stegagno 500,000 options on October 1, 2015 which vests at grant date.

The Company granted Mr.

Richardson 700,000 options, Ms.

Sundstrom 500,000 options and Mr.

Stegagno 500,000 options on June 16, 2016 which vests at grant date.

The Company granted Mr.

Richardson 594,300 options, Ms.

Sundstrom 424,500 options and Mr.

Stegagno 424,500 options on November 9, 2016 which vests at grant date.

The Company granted Mr.

Richardson 900,000 options, Ms.

Sundstrom 600,000 options and Mr.

Stegagno 600,000 options on June 15, 2017 which vests at grant date.

The Company granted Mr.

Richardson 1,100,000 options, Ms.

Sundstrom 750,000 options and Mr.

Stegagno 750,000 options on September 20, 2018 which vests at grant date.

The Company granted 50,000 options each to Mr.

Richardson, Ms.

Sundstrom and Mr.

Stegagno on August 26, 2019 which vests at grant date.

unearned options

Richardson, Chief Executive Officer

Sundstrom, Chief Talent Officer

Director Compensation Table for Fiscal Year 2022

No fees or awards were given to directors for the year ended December 31, 2021

Discussion of Director Compensation

Effective January 1, 2018, the Company began to compensate its directors at an annual rate of $40,000 each.

On August 26, 2019, the Company issued an option to purchase

50,000 shares of the Company’s common stock at $0.15 per share to employee director Kevin A.

Richardson II and to non-employee directors John F.

Nemelka, Alan L.

Michael Stolarski and Maj-Britt Kaltoft.

On September 20, 2018, the

Company issued an option to purchase 1,100,000 shares of the Company’s common stock at $0.21 per share to non-employee director Kevin A.

Richardson II and the Company issued options to purchase 350,000 shares of the Company’s common stock at

$0.21 per share to non-employee directors John F.

Nemelka, Alan L.

Michael Stolarski and Maj-Britt Kaltoft.

On June 15, 2017, the Company issued an option to purchase 900,000 shares of the Company’s common stock at $0.11 per share to

non-employee director Kevin A.

Richardson II and the Company issued options to purchase 300,000 shares of the Company’s common stock at $0.11 per share to non-employee directors John F.

Nemelka, Alan L.

Michael Stolarski and Maj-Britt

On November 9, 2016, the Company issued an option to purchase 594,300 shares of the Company’s common stock at $0.18 per share to director Kevin A.

Richardson, II and the Company issued options to

purchase 169,800 shares of the Company’s common stock at $0.18 per share to directors John F.

Nemelka, Alan L.

Rubino and A.

Michael Stolarski.

On June 16, 2016, the Company issued an option to purchase 700,000 shares of the Company’s common

stock at $0.04 per share to director Kevin A.

Richardson, II and the Company issued options to purchase 200,000 shares of the Company’s common stock at $0.04 per share to directors John F.

Nemelka, Alan L.

Rubino and A.

The Company provides a base retainer for each director with higher base retainers for service by the Board Chair.

The Company provides an additional retainer for committee leadership of the Audit Committee, Compensation

Committee, and Strategy and Finance Committee.

The Compensation Committee believes the structure aligns compensation according to the level of service contributions by each director.

Fee Earned or

(in thousands)

Michael Stolarski

October 1, 2015, the Company issued an option to purchase 452,381 shares of the Company’s common stock at $0.11 per share and an option to purchase 297,619 shares of the Company’s common stock at $0.50 per share to director Kevin A.

II and the Company issued options to purchase 150,795 shares of the Company’s common stock at $0.11 per share and options to purchase 99,205 shares of the Company’s common stock at $0.50 per share to directors John F.

Nemelka and Alan L.

The options above issued at $0.50 per share were re-priced to $0.06 per share in March 2016 as the result of the public offering.

On September 3, 2013, the Company issued an option to purchase 100,000 shares of the Company’s common

stock at $0.65 per share to director Alan L.

On February 21, 2013, the Company, by mutual agreement with all the active employees and directors of the Company, cancelled options granted to the active employees and directors in

the year ended December 31, 2011 and prior.

In exchange for these options, the active employees and directors received new options to purchase shares of common stock at an exercise price of $0.35 per share.

Richardson, II, and John F.

Nemelka, each cancelled options to purchase 15,000 shares of the Company’s Common Stock and were each issued options to purchase 115,000 shares of the Company’s Common Stock at an exercise price of $0.35 per share.

The following are the aggregate number of option awards outstanding that have been granted to each of our non-employee directors as of December 31, 2021:

Richardson, II – 4,209,300, John F.

1,434,800, Alan L.

Rubino – 1,419,800, A.

Michael Stolarski – 1,069,800 and Maj-Britt Kaltoft – 700,000

Jeff Blizzard

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of December 31, 2021, with respect to the beneficial ownership of the Company’s outstanding common stock by (i) any holder of more than

five percent, (ii) each of the Company’s named executive officers and directors, and (iii) the Company’s directors and executive officers as a group.

The following table sets forth certain information, as of March 15, 2023, with respect to the beneficial ownership of the Company’s outstanding common stock by (i) any holder of more than five

percent, (ii) each of the Company’s named executive officers and directors, and (iii) the Company’s directors and executive officers as a group.

Name of Beneficial Owner (1)

Number of Shares

Number of Share

Outstanding (2)

Michael Stolarski (3)

Richardson, II (3)

Peter Stegagno (5)

Iulian Cioanta (6)

Sundstrom (7)

Maj-Britt Kaltoft

All directors and executive officers as a group (6 persons)

(1) Unless otherwise noted, each beneficial owner has the same address as us.

(2) Applicable percentage ownership is based on 481,619,621 shares of common stock outstanding as of September 30, 2021, “Beneficial ownership” includes shares for which an individual, directly or indirectly, has

or shares voting or investment power, or both, and also includes options that are exercisable within 60 days of September 30, 2021.

Unless otherwise indicated, all of the listed persons have sole voting and investment power over the shares

listed opposite their names.

Lisa Sundstrom

John Schlechtweg

Morgan Frank (4)

Michael Stolarski

Opaleye LP (5)

Manchester Management PR, LLC

Manchester Management Company, LLC

Manchester Explorer, L.P.

James E Besser

All Directors and Executives as a group (10 persons)

(1) Unless otherwise noted, each beneficial owner has the same address as the Company.

Jeff Blizzard does not hold any stock in the Company.

(2) Applicable percentage ownership is based on 548,737,651 shares of common stock outstanding as of March 15, 2023.

“Beneficial ownership” includes shares for which an individual,

directly or indirectly, has or shares voting or investment power, or both, and includes options, warrants and convertible promissory notes, that are exercisable within 60 days of March 15, 2023.

Unless otherwise indicated, all the listed

persons have sole voting and investment power over the shares listed opposite their names.

Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 of the Exchange Act.

(3) Includes options to purchase up to 1,319,800 shares of common stock.

(4) Includes options to purchase up to 7,459,300 shares of common stock.

(3) In addition, this amount includes 4,876,409 shares of common stock owned directly by Prides Capital Fund I, L.P.

Prides Capital Partners

LLC is the general partner of Prides Capital Fund I, L.P.

Prides Capital Partners LLC is the general partner of Prides Capital

Richardson is the controlling shareholder of Prides Capital Partners LLC;

therefore, under certain provisions of the Exchange Act, he may be deemed to be the beneficial owner of

such securities.

Richardson has also been deputized by Prides Capital Partners LLC to serve on the board of directors of the Company.

Richardson disclaims beneficial ownership of all such securities except to the extent of any indirect

pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) therein.

(5) Consists of options to purchase up to 3,658,144 shares of common stock.

(6) Consists of options to purchase up to 3,620,741 shares of common stock.

(7) Consists of options to purchase up to 3,364,500 shares of common stock.

(8) Includes options to purchase up to 1,684,800 shares of common stock.

therefore, under certain provisions of the Exchange Act, he may be deemed to be the beneficial owner of such securities.

Richardson has also

been deputized by Prides Capital Partners LLC to serve on the board of directors of the Company.

Richardson disclaims beneficial ownership of all such securities except to the extent of any indirect pecuniary interest (within the

meaning of Rule 16a-1 of the Exchange Act) therein.

(4) Manchester Management PR, LLC (“ Manchester ”) and Manchester Management Company, LLC (“ GP ”) may be deemed to be the owner of 39,085,646 shares of Common Stock.

Manchester and GP have the sole power to vote or direct the vote of 0 shares of Common Stock, have the shared power to vote or

direct the vote of 39,085,646 shares of Common Stock, have the sole power to dispose or direct the disposition of 0 shares of Common Stock, and have the shared power to dispose or direct the disposition of 39,085,646 shares of Common Stock.

Manchester Explorer, L.P.

(“ Explorer ”) may be

deemed to be the beneficial owner of 36,585,646 shares of Common Stock.

Explorer has the sole power to vote or direct the vote of 0 shares of Common Stock, has the shared power to vote or direct the vote of 36,585,646 shares of Common

Stock, has the sole power to dispose or direct the disposition of 0 shares of Common Stock, and has the shared power to dispose or direct the disposition of 36,585,646 shares of Common Stock.

Besser has the sole power to vote or direct the vote of 2,250,000 shares of Common Stock, has the shared power to vote or direct the

vote of 39,085,646 shares of Common Stock and 193,229,167 shares for warrants and convertible debt.

Besser has the sole power to dispose or direct the disposition of 2,250,000 shares of Common Stock and has the shared power to

dispose or direct the disposition of 39,085,646 shares of Common Stock and 193,229,167 shares for warrants and convertible debt.

Frank has the sole power to vote or direct the vote for 1,500,000 shares of Common Stock and 19,322,917 warrants and debt convertible

to Common Stock.

Frank has the shared power to vote or direct the vote of 36,585,646 shares of Common Stock, has the sole power to dispose or direct the disposition of 1,500,000 shares of Common Stock and 19,322,917 warrants and

debt convertible to Common Stock.

Frank has the shared power to dispose or direct the disposition of 36,585,646 shares of Common Stock and 193,229,167 shares for warrants and convertible debt.

Besser is the managing member of Manchester and GP and Mr.

Frank serves as a portfolio manager and as a consultant for Explorer.

Manchester is the investment manager of Explorer and GP is the general partner of Explorer.

The principal business address for each of Manchester, GP, Explorer and Messrs.

Besser and Frank is 2 Calle Candina, #1701, San Juan, Puerto

(5) Opaleye Management Inc.

(the “ Opaleye ”) serves as investment manager to Opaleye, L.P.

as a portfolio manager for a separate managed account (the “ Managed Account ”) and may be deemed to indirectly beneficially own securities owned by the

Managed Account.

Opaleye disclaims beneficial ownership of the shares held by the Managed Account.

James Silverman is the President of Opaleye.

The address of Opaleye is One Boston Place, 26 th Floor, Boston, MA 02108.

Securities Authorized for Issuance Under Equity Compensation Plans

Information on securities authorized for issuance under the Company’s equity compensation plans can be found in Item 5 under the same caption in this Annual Report on Form 10-K.

Plan category

Number of securities

to be issued upon

outstanding options,

warrants, and rights

exercise price

of outstanding

available for

future issuance

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Stock Incentive Plans

On November 1, 2010, the Company approved the Amended and Restated 2006 Stock Incentive Plan of SANUWAVE Health, Inc.

effective as of January 1, 2010 (the “Stock Incentive Plan”).

The Stock Incentive Plan permits

grants of awards to selected employees, directors, and advisors of the Company in the form of restricted stock or options to purchase shares of common stock.

Options granted may include non-statutory options as well as qualified incentive stock

The Stock Incentive Plan is currently administered by the board of directors of the Company.

The Stock Incentive Plan gives broad powers to the board of directors of the Company to administer and interpret the form and conditions of each

The stock options granted under the Stock Incentive Plan are generally non-statutory options which vest over a period of up to three years and have a ten-year term.

The options are granted at an exercise price equal to the fair market value

of the common stock on the date of the grant which is approved by the board of directors of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence

Our board of directors has determined that Morgan Frank, Jeff Blizard, Ian Miller, Jim Tyler and A.

Michael Stolarski qualify as independent directors based on the OTC stock market definition of

“independent director.” Our board of directors has determined that our other director, Kevin A.

Richardson II, does not qualify as an independent director based on the OTC stock market definition of “independent director.” There are no family

relationships among any of the directors or executive officers of the Company.

Related Party Transactions

Other than as described below, since January 1, 2021, there have been no transactions with related persons required to be disclosed in this report.

On August 6, 2020, the Company terminated that certain line of credit agreement with A.

Michael Stolarski, a member of the Company’s board of directors, dated

December 29, 2017 and as amended November 12, 2018, in the amount of $1,000,000.

As consideration for the termination of the Stolarski Line of Credit, the Company issued to A.

Michael Stolarski a convertible promissory note in the principal

amount of $223,511.

The Stolarski Note has a maturity date of August 6, 2021 and accrues interest at a rate equal to 12.0% per annum.

In the event that the Stolarski Note has not been

repaid prior to January 1, 2021, the holder may elect to convert the outstanding principal amount plus any accrued by unpaid interest thereon into shares of Common Stock at a conversion price of $0.10 per share.

In March 2021, PSWC paid the Company $125 thousand as a deposit for future purchase of new medical equipment.

On July 1, 2021, the Company purchased unused DermaPace equipment and applicator inventory from PSWC for $127 thousand.

As of December 31, 2021, $127 thousand is

included in accounts payable on the consolidated balance sheets related to this transaction.

Also, effective July 1, 2021, the Company entered into a short-term equipment rental agreement with PSWC, whereby the Company obtained DermaPace equipment from

PSWC for $3,600 per month.

The Company recorded $99 thousand in revenue from this arrangement.

October 2021 Advance from Director – On October 27,

2021 the Company received $25 thousand from A.

Michael Stolarski (the “Stolarski Advance”).

In exchange for the Stolarski Advance, as well as the $125 thousand deposit received in March 2021, the Company issued to Mr.

Stolarski a promissory

note in the principal amount of $150 thousand (“Stolarski Note #2”).

On August 6, 2020, the Company issued to A.

Michael Stolarski a convertible promissory note in the principal amount of $223 thousand.

The Stolarski Note has a maturity date of August 6,

2021, and accrues interest at a rate equal to 12.0% per annum.

On October 27, 2021, the Company issued to Mr.

Stolarski a promissory note in the principal amount of $150

thousand (“Stolarski Note #2”).

The Stolarski Note #2 matures on June 30, 2022, and accrues interest at a rate equal to 15.0% per annum.

On April 1, 2022, the Company entered into a Reverse Repurchase Agreement with a related party, A.

Michael Stolarski, also a shareholder and member of the

Company’s board of directors, in the amount of $250 thousand.

Director Independence

Our board of directors has determined that Jeff Blizard, Ian Miller, Jim Tyler and A.

Michael Stolarski qualify as independent directors based on the OTC stock market definition of “independent

director.” Our board of directors has determined that our other director, Kevin A.

Richardson II, does not qualify as an independent director based on the OTC stock market definition of “independent director.” There are no family relationships

among any of the directors or executive officers of the Company.

Stolarski, also a shareholder and member of the Company’s board of directors, in the amount of $250 thousand.

In August 2022, all notes including interest were refinanced into the August 2022 convertible promissory notes totaling $730 thousand.

In March 2021, PSWC a company owned by Mr.Stolarski paid the Company $125 thousand as a deposit for future purchase of new medical equipment.

Also, in July 2021, the Company purchased unused Pace equipment and

applicator inventory from PSWC for $127 thousand.

As of December 31, 2021, $127 thousand is included in accounts payable on the consolidated balance sheets related to this transaction.

In August 2022 and November 2022, the Company entered into Purchase Agreements for the sale of Notes and Common Stock Purchase Warrants in an aggregate principal amount of $16.2 million in August and $4.0 million in November .

In these transactions, James Besser, a beneficial owner of more than five percent of the

Company’s common stock;

Frank, Chairman of the Board and a beneficial owner of more than five percent of the Company’s common stock;

Nemelka, a former director, Kevin A.

Richardson, II, former Chairman of the Board and current

Chief Executive Officer of the Company;

Michael Stolarski;

Manchester Explorer, L.P., a beneficial owner of more than five percent of the Company’s common stock;

and Opaleye, L.P., a beneficial owner of more than five percent of the Company’s

common stock, purchased Notes, which were accompanied by Common Stock Purchase Warrants, with an aggregate principal amount of $400,000, $250,000, 233,847, $261,780, $1,434,966, $2,500,000 and $2,900,000, respectively.

Besser and Frank

share voting and dispositive power with respect to the securities acquired by Manchester Explorer, L.P.

The Notes issued to each of Messrs.

Richardson and Stolarski included $90,000 in principal amount for which the consideration was accrued and

unpaid director fees .

Additional information regarding the Notes and accompanying Common Stock Purchase Warrants issued in August 2022 and November 2022 is disclosed

in Note 11 to the consolidated financial statements in Part II, Item 8.

“Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the fees that we have paid or accrued for audit and other services provided by our prior principal independent registered public accounting firm, Marcum LLP for

the years ended December 31, 2021 and December 31, 2020:

The following table summarizes the fees that we have paid or accrued for audit and other services provided by our prior principal independent registered public

accounting firm, Marcum LLP:

(In thousands)

For the Year Ended December 31,

Audit related fees

1 unchanged sentence

For purposes of the preceding table:

Audit fees consist of fees for the annual audit of our consolidated financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and other

professional services provided in connection with statutory and regulatory filings and consents related to capital markets transactions and engagements for those fiscal years.

Audit fees consist of fees for the annual audit of our consolidated financial statements, the review of the interim financial statements included in our quarterly

reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings and consents related to capital markets transactions and engagements for those fiscal years.

Tax fees consist of fees for tax compliance, tax advice and tax planning services for those fiscal years.

1 unchanged sentence

All other fees consist of fees for all other products and services.

The audit committee must pre-approve all audits and permitted non-audit services to be provided by our principal independent registered public accounting firm unless an exception to such

pre-approval exists under the Exchange Act or the rules of the SEC.

The audit committee must pre-approve all audits and permitted non-audit services to be provided by our principal independent registered public accounting firm unless an exception to such pre-approval

exists under the Exchange Act or the rules of the SEC.

Each year, the board of directors approves the retention of the independent auditor to audit our consolidated financial statements, including the associated fee.

At this time,

the board of directors evaluates other known potential engagements of the independent auditor, including the scope of audit-related services, tax services and other services proposed to be performed and the proposed fees, and approves or rejects

At this time, the audit

committee evaluates and approves other known potential engagements of the independent auditor, including the scope of audit-related services, tax services and other services proposed to be performed and the proposed fees, and approves or rejects

each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence from management.

10 unchanged sentences

Financial statement schedules

No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information

required is included in the consolidated financial statements or the notes thereto.

No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required

is included in the consolidated financial statements or the notes thereto.

The exhibits below are furnished or filed and, as applicable, are incorporated by reference herein as part of this Annual Report on Form 10-K.

1 unchanged sentence

and SANUWAVE, Inc.

(Incorporated by reference to

Form 8-K filed with the SEC on September 30, 2009).

Articles of Incorporation (Incorporated by reference to the Form 10-SB filed with the SEC on December 18, 2007).

(Incorporated by reference to Exhibit

2.1 to the Form 8-K filed with the SEC on September 30, 2009).

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Form 10-SB filed with the SEC on December 18, 2007).

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).

Certificate of Amendment to the Articles of Incorporation (Incorporated by reference to Appendix A to the Definitive Schedule 14C filed with the SEC on April 16, 2012).

Bylaws (Incorporated by reference to the Form 10-SB filed with the SEC on December 18, 2007).

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 the Form 8-K

filed with the SEC on March 18, 2014).

Certificate of Amendment to the Articles of Incorporation, dated September 8, 2015 (Incorporated by reference to the Form 10-K filed with the SEC on March 30, 2016).

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 the Form

8-K filed with the SEC on January 19, 2016).

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 the Form

8-K filed with the SEC on February 6, 2020).

Certificate of designation of Series C Convertible Preferred Stock.

(Incorporated by reference to the Form 8-K filed with the SEC on

February 6, 2020).

Certificate of Designation of Series D Convertible Preferred Stock.

(Incorporated by reference to the Form 8-K filed with the SEC on

May 20, 2020).

Certificate of Amendment of the Articles of Incorporation.

(Incorporated by reference to the Form 8-K filed with the SEC on January 5,

Form of Class A Warrant Agreement (Incorporated by reference to Form 8-K filed with the SEC on September 30, 2009).

Form of Class B Warrant Agreement (Incorporated by reference to Form 8-K filed with the SEC on September 30, 2009).

Form of Class D Warrant Agreement (Incorporated by reference to Form 8-K filed with the SEC on October 14, 2010).

Form of Class E Warrant Agreement (Incorporated by reference to Form 8-K filed with the SEC on April 7, 2011).

Form of Series A Warrant (Incorporated by reference to the Form 8-K filed with the SEC on March 18, 2014).

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).

Bylaws (Incorporated by reference to Exhibit 3.02 to the Form 10-SB filed with the SEC on December 18, 2007).

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).

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).

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).

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).

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).

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).

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).

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).

Form of Class A Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on September 30, 2009).

Form of Class B Warrant Agreement (Incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the SEC on September 30, 2009).

Form of Class D Warrant Agreement (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on October 14, 2010).

Form of Class E Warrant Agreement (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on April 7, 2011).

Form of Series A Warrant (Incorporated by reference to the Exhibit 4.1 to the Form 8-K filed with the SEC on March 18, 2014).

Form of Series B Warrant (Incorporated by reference to the Form 8-K filed with the SEC on March 18, 2014).

5 unchanged sentences

Amendment No.

1 to Class K Warrant Agreement by and between the Company and HealthTronics, Inc., dated June 28, 2016 (Incorporated by reference to the Form 10-Q filed with the SEC on

August 15, 2016).

1 to Class K Warrant Agreement by and between the Company and HealthTronics, Inc., dated June 28, 2016 (Incorporated by reference to the Form 10-Q filed with the SEC on August

Form of Class L Warrant Common Stock Purchase Warrant (Incorporated by reference to the Form 8-K filed with the SEC on March 17, 2016).

1 unchanged sentence

Registration Rights Agreement dated January 13, 2016 among the Company and the investors listed therein (Incorporated by reference to the Form 8-K filed with the SEC on January 19, 2016).

Class K Warrant Agreement dated as of August 3, 2017, between the Company and

HealthTronics, Inc.

Class K Warrant Agreement dated as of August 3, 2017, between the Company and HealthTronics, Inc.

(Incorporated by reference to Form 8-K filed with the SEC on August 4, 2017).

10 unchanged sentences

Description of Registrant’s Common Stock.

(Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2021).

Form of Class E Warrant (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

2 unchanged sentences

Warrant issued to HealthTronics, Inc., dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

Warrant issued to Leviston Resources, LLC, dated April 20, 2021.

(Incorporated by reference to the Form 8-K filed with the SEC on April 27,

Future Advance Convertible Promissory Note issued to Leviston Resources, LLC, dated April 2020, 2021.

(Incorporated by reference to the

Form 8-K filed with the SEC on April 27, 2021).

For of Warrant Issued September 3, 2021.

(Incorporated by reference to the Form 8-K filed with the SEC on September 13, 2021).

Form of Future Advance Convertible Promissory Note Issued September 3, 2021.

(Incorporated by reference to the Form 8-K filed with the

SEC on September 13, 2021).

Secured Promissory Note issued to NH Expansion Credit Fund Holdings L.P., dated February 24, 2022.

(Incorporated by reference to the

Form 8-K filed with the SEC on March 2, 2022).

Amended and Restated Warrant issued to NH Expansion Credit Fund Holdings L.P., dated February 25, 2022.

(Incorporated by reference to

the Form 8-K filed with the SEC on March 2, 2022).

Form of Future Advance Convertible Promissory Note issued to certain purchasers, dated August 5, 2022 (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on August 8,

Form of Common Stock Purchase Warrant issued to certain purchasers, dated August 5, 2022 (Incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the SEC on August 8, 2022).

Form of Future Advance Convertible Promissory Note issued to certain purchasers, dated November 14, 2022 (Incorporated by reference to Exhibit 4.3 to the Form S-1/A filed with the SEC on

January 31, 2023).

Form of Common Stock Purchase Warrant issued to certain purchasers, dated November 14, 2022 (Incorporated by reference to Exhibit 4.4 to the Form S-1/A filed with the SEC on January 31, 2023).

Amended and Restated 2006 Stock Option Incentive Plan of SANUWAVE Health, Inc.

(Incorporated by reference to Form 8-K filed with the SEC on November 3, 2010).

Form of Securities Purchase Agreement, by and among the Company and the accredited investors party thereto, dated March 17, 2014 (Incorporated by reference to the Form 8-K filed with

the SEC on March 18, 2014).

Form of Registration Rights Agreement, by and among the Company and the holders party thereto, dated March 17, 2014 (Incorporated by reference to the Form 8-K filed with the SEC on

March 18, 2014).

Form of Subscription Agreement for the 18% Convertible Promissory Notes between the Company and the accredited investors a party thereto (Incorporated by reference to the Form 8-K filed

with the SEC on March 18, 2014).

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on November 3, 2010).

Form of Securities Purchase Agreement, by and among the Company and the accredited investors party thereto, dated March 17, 2014 (Incorporated by reference to Exhibit 10.1 to the Form 8-K

filed with the SEC on March 18, 2014).

Form of Registration Rights Agreement, by and among the Company and the holders party thereto, dated March 17, 2014 (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the

SEC on March 18, 2014).

Company and the accredited investors a party thereto (Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on March 18, 2014).

Amendment to certain Promissory Notes that were dated August 1, 2005, by and among the Company, SANUWAVE, Inc.

and HealthTronics, Inc., dated June 15, 2015 (Incorporated by reference to

the Form 8-K filed with the SEC on June 18, 2015.)

Security Agreement, by and between the Company and HealthTronics, Inc., dated June 15, 2015 (Incorporated by reference to the Form 8-K filed with the SEC on June 18, 2015).

Exchange Agreement dated January 13, 2016 among the Company and the investors listed therein (Incorporated by reference to the Form 8-K filed with the SEC on January 19, 2016).

Exhibit 10.1 to the Form 8-K filed with the SEC on June 18, 2015.)

Security Agreement, by and between the Company and HealthTronics, Inc., dated June 15, 2015 (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC on June 18, 2015).

Exchange Agreement dated January 13, 2016 among the Company and the investors listed therein (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on January 19, 2016).

Escrow Deposit Agreement dated January 25, 2016 among the Company, Newport Coast Securities, Inc.

and Signature Bank (Incorporated by reference to the Form S-1/A filed with the SEC on

February 3, 2016).

and Signature Bank (Incorporated by reference to Exhibit 10.10 to the Form S-1/A filed with

the SEC on February 3, 2016).

Second Amendment to Certain Promissory Notes entered into as of June 28, 2016 by and among the Company, SANUWAVE, Inc.

and HealthTronics, Inc.

(Incorporated by reference to the Form

10-Q filed with the SEC on August 15, 2016).

Form of Securities Purchase Agreement, by and among the Company and the accredited investors a party thereto, dated March 11, 2016 (Incorporated by reference to the Form 8-K filed with

the SEC on March 17, 2016).

Form of Securities Purchase Agreement, by and between the Company and the accredited investors a party thereto, dated August 24, 2016 (Incorporated by reference to the Form 8-K filed

with the SEC on J August 25, 2016).

Form of Registration Rights Agreement, by and between the Company and the holders a party thereto, dated August 24, 2016 (Incorporated by reference to the Form 8-K filed with the SEC on

August 25, 2016).

(Incorporated by reference to Exhibit 10.1 to the

Form 10-Q filed with the SEC on August 15, 2016).

Form of Securities Purchase Agreement, by and among the Company and the accredited investors a party thereto, dated March 11, 2016 (Incorporated by reference to Exhibit 10.1 to the Form 8-K

filed with the SEC on March 17, 2016).

Form of Securities Purchase Agreement, by and between the Company and the accredited investors a party thereto, dated August 24, 2016 (Incorporated by reference to Exhibit 10.1 to the Form 8-K

filed with the SEC on J August 25, 2016).

Form of Registration Rights Agreement, by and between the Company and the holders a party thereto, dated August 24, 2016 (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with

the SEC on August 25, 2016).

Third Amendment to promissory notes entered into as of August 3, 2017 by and among the Company, SANUWAVE, Inc.

and HealthTronics, Inc.

(Incorporated by reference to Form 8-K filed with

the SEC on August 4, 2017).

Binding Term Sheet for Joint Venture Agreement between the Company and MundiMed Distribuidora Hospitalar LTDA effective as of September 25, 2017 (Incorporated by reference to Form 10-Q

filed with the SEC on November 15, 2017).

(Incorporated by reference to Exhibit 10.1 to the Form

8-K filed with the SEC on August 4, 2017).

Distribuidora Hospitalar LTDA effective as of September 25, 2017 (Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the SEC on November 15, 2017).

Form of 10% Convertible Promissory Note, by and among the Company and the accredited investors a party thereto.

(Incorporated by reference to Form 8-K filed with the SEC on November 9,

Form of Registration Rights Agreement, by and among the Company and the accredited investors a party thereto (Incorporated by reference to Form 8-K filed with the SEC on November 9,

Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs of dermaPACE Systems and Equipment among the Company, and Premier Shockwave

Wound Care, Inc.

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on

November 9, 2017).

Form of Registration Rights Agreement, by and among the Company and the accredited investors a party thereto (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on

November 9, 2017).

Agreement for Purchase and Sale, Limited Exclusive Distribution and Royalties, and Servicing and Repairs of PACE Systems and Equipment among the Company, and Premier Shockwave Wound Care, Inc.

and Premier Shockwave, Inc.

dated as of February 13, 2018.

(Incorporated by reference to Form 10-K filed with the SEC on March 29, 2018).

(Incorporated by reference to Exhibit 10.17 to the Form 10-K filed with the SEC on March 29, 2018).

Agreement, dated June 14, 2018, by and among the Company and Johnfk Medical Inc.

(Incorporated by reference to Form 8-K filed with the SEC on June 29, 2018).

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on June 29, 2018).

Joint Venture Agreement, dated September 21, 2018, by and among the Company, Johnfk Medical Inc.

and Holistic Health Institute Pte.

(Incorporated by reference to Form 8-K filed

with the SEC on September 27, 2018).

(Incorporated by reference to Exhibit 10.1 to the Form

8-K filed with the SEC on September 27, 2018).

Master Equipment Lease, dated January 26, 2018, by and among the Company and NFS Leasing, Inc.

(Incorporated by reference to Form 8-K filed with the SEC on February 15, 2018).

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on February 15,

Offer Letter, dated as of November 30, 2018, by and between SANUWAVE Health, Inc.

and Kevin Richardson.

(Incorporated by reference to Form 8-K filed with the SEC on December 4, 2018).

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on

December 4, 2018).

Offer Letter, dated as of April 15, 2018, by and between SANUWAVE Health, Inc., and Shri Parikh.

(Incorporated by reference to Form 8-K filed with the SEC on June 7, 2018).

(Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on June 7, 2018).

Deed of Termination of Joint Venture Agreement, dated June 4, 2019, by and among the Company, Johnfk Medical Inc.

and Holistic Wellness Alliance Pte.

(incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on June 17, 2019).

Common Stock Purchase Agreement, by and among the Company and the accredited investors party thereto, dated December 11, 2019 (incorporated by reference to the Company’s Current Report

on Form 8-K, filed with the SEC on December 27, 2019).

Registration Rights Agreement, by and among the Company and the accredited investors party thereto, dated December 11, 2019 (incorporated by reference to the Company’s Current Report on

Form 8-K, filed with the SEC on December 27, 2019).

Joint Venture Agreement, dated December 13, 2019, by and among the Company, Universus Global Advisors LLC, Versani Health Consulting

Consultoria Em Gestao De Negocios Eireli, and the IDIC Group as set forth therein.

(Incorporated by reference to the Form 8-K filed with the SEC on January 28, 2020).

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 17, 2019).

Common Stock Purchase Agreement, by and among the Company and the accredited investors party thereto, dated December 11, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K, filed with the SEC on December 27, 2019).

Registration Rights Agreement, by and among the Company and the accredited investors party thereto, dated December 11, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current

Report on Form 8-K, filed with the SEC on December 27, 2019).

Joint Venture Agreement, dated December 13, 2019, by and among the Company, Universus Global Advisors LLC, Versani Health Consulting Consultoria Em Gestao De Negocios Eireli, and the IDIC

Group as set forth therein (Incorporated by reference to the Form 8-K filed with the SEC on January 28, 2020).

Separation Agreement and General Release, dated as of May 14, 2020 by and between SANUWAVE Health, Inc.

(Incorporated by reference to the Form 8-K filed with the SEC on May 18, 2020).

Series D Preferred Stock Purchase Agreement, by and among the Company and the accredited investors party thereto, dated May 14, 2020.

(Incorporated by reference to the Form 8-K filed with the SEC on May 20, 2020).

Parikh (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with

the SEC on May 18, 2020).

Series D Preferred Stock Purchase Agreement, by and among the Company and the accredited investors party thereto, dated May 14, 2020 (Incorporated by reference to Exhibit 10.1 to the Form 8-K

filed with the SEC on May 20, 2020).

Promissory Note by and between SANUWAVE Health, Inc.

and Truist Bank, dated May 28, 2020.

(Incorporated by reference to the Form 8-K

filed with the SEC on June 1, 2020).

Securities Purchase Agreement, dated as of June 5, 2020, by and between the Company and LGH Investments, LLC.

(Incorporated by

reference to the Form 8-K filed with the SEC on June 11, 2020).

Convertible Promissory Note, dated as of June 5, 2020, issued by the Company to LGH Investments, LLC.

(Incorporated by reference to

the Form 8-K filed with the SEC on June 11, 2020).

Common Stock Purchase Warrant, dated as of June 5, 2020, issued by the Company to LGH Investments, LLC.

(Incorporated by reference to

the Form 8-K filed with the SEC on June 11, 2020).

Asset Purchase Agreement by and between the Company and Celularity Inc., dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

License and Marketing Agreement by and between the Company and Celularity Inc., dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

Convertible Promissory Note issued to Celularity Inc., dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

Form of Securities Purchase Agreement by and among the Company and the accredited investors a party thereto, dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with

the SEC on August 12, 2020).

Note and Warrant Purchase and Security Agreement by and among the Company, the noteholder party thereto and NH Expansion Credit Fund Holdings LP, as agent, dated August 6, 2020

(Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

Letter Agreement by and between the Company and HealthTronics, Inc., dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

Convertible Promissory Note issued to HealthTronics, Inc., dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

Securities Purchase Agreement by and between the Company and HealthTronics, Inc., dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

and Truist Bank, dated May 28, 2020 (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on June 1, 2020).

Securities Purchase Agreement, dated as of June 5, 2020, by and between the Company and LGH Investments, LLC (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on

June 11, 2020).

Convertible Promissory Note, dated as of June 5, 2020, issued by the Company to LGH Investments, LLC (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on June 11,

Common Stock Purchase Warrant, dated as of June 5, 2020, issued by the Company to LGH Investments, LLC (Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on June 11,

Asset Purchase Agreement by and between the Company and Celularity Inc., dated August 6, 2020 (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on August 12, 2020).

License and Marketing Agreement by and between the Company and Celularity Inc., dated August 6, 2020 (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on August 12,

Convertible Promissory Note issued to Celularity Inc., dated August 6, 2020 (Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on August 12, 2020).

Form of Securities Purchase Agreement by and among the Company and the accredited investors a party thereto, dated August 6, 2020 (Incorporated by reference to Exhibit 10.4 to the Form 8-K

filed with the SEC on August 12, 2020).

Note and Warrant Purchase and Security Agreement by and among the Company, the noteholder party thereto and NH Expansion Credit Fund Holdings LP, as agent, dated August 6, 2020 (Incorporated

by reference to Exhibit 10.5 to the Form 8-K filed with the SEC on August 12, 2020).

Letter Agreement by and between the Company and HealthTronics, Inc., dated August 6, 2020 (Incorporated by reference to Exhibit 10.6 to the Form 8-K filed with the SEC on August 12, 2020).

Convertible Promissory Note issued to HealthTronics, Inc., dated August 6, 2020 (Incorporated by reference to Exhibit 10.7 to the Form 8-K filed with the SEC on August 12, 2020).

Securities Purchase Agreement by and between the Company and HealthTronics, Inc., dated August 6, 2020 (Incorporated by reference to Exhibit 10.8 to the Form 8-K filed with the SEC on August

Convertible Promissory Note issued to A.

Michael Stolarski, dated August 6, 2020 (Incorporated by reference to the Form 8-K filed with the SEC on August 12, 2020).

Securities Purchase agreement by and between the Company and Leviston Resources, LLC, dated April 20, 2021.

(Incorporated by reference to

the Form 8-K filed with the SEC on April 27, 2021).

Subordination Agreement by and among the Company, Leviston Resources, LLC and NH Expansion Credit Fund Holdings LP, dated April 20, 2021.

(Incorporated by reference to the Form 8-K filed with the SEC on April 27, 2021).

Registration Rights Agreement by and between the Company and Leviston Resources, LLC, dated April 20, 2021.

(Incorporated by reference to

the Form 8-K filed with the SEC on April 27, 2021).

Form of Securities Purchase Agreement Entered into September 3, 2021.

(Incorporated by reference to the Form 8-K filed with the SEC on

September 13, 2021).

Form of Subordination Agreement Entered into September 3, 2021.

(Incorporated by reference to the Form 8-K filed with the SEC on

September13, 2021).

Form of Registration Rights Agreement Entered into September 3, 2021.

(Incorporated by reference to the Form 8-K filed with the SEC on

September 13, 2021).

Form of Security Agreement.

(Incorporated by reference to the Form 8-K filed with the SEC on September 13, 2021).

Michael Stolarski, dated August 6, 2020 (Incorporated by reference to Exhibit 10.9 to the Form 8-K filed with the SEC on August 12, 2020).

Securities Purchase agreement by and between the Company and Leviston Resources, LLC, dated April 20, 2021 (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on

April 27, 2021).

Subordination Agreement by and among the Company, Leviston Resources, LLC and NH Expansion Credit Fund Holdings LP, dated April 20, 2021 (Incorporated by reference to Exhibit 10.2 to the Form

8-K filed with the SEC on April 27, 2021).

Registration Rights Agreement by and between the Company and Leviston Resources, LLC, dated April 20, 2021 (Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on

April 27, 2021).

Form of Securities Purchase Agreement Entered into September 3, 2021 (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on September 13, 2021).

Form of Subordination Agreement Entered into September 3, 2021 (Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC on September 13, 2021).

Form of Registration Rights Agreement Entered into September 3, 2021 (Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on September 13, 2021).

Form of Security Agreement (Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the SEC on September 13, 2021).

Future Receivables Agreement by and between GCF Resources, LLC and SANUWAVE Health, Inc.

dated September 27, 2021.

(Incorporated by

reference to Exhibit 10.3 filed with the Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on December 13, 2021).

Form of Registration Rights Agreement entered into September 27, 2021.

(Incorporated by reference to Exhibit 10.6 filed with the Form

10-Q for the quarter ended September 30, 2021).

Form of Warrant Issued September 27, 2021 and December 22, 2021.

(Incorporated by reference to Exhibit 10.7 filed with the Form 10-Q

for the quarter ended September 30, 2021).

Master Equipment and Contracts Purchase Agreement by and between the Company and ABF SANUWAVE, LLC dated February 17, 2022.

(Incorporated by reference to the Form 8-K filed with the SEC on February 24, 2022).

Second Amendment to the Note and Warrant Purchase and Security Agreement by and between the Company and NH Expansion Credit Fund

Holdings L.P., dated February 25, 2022.

(Incorporated by reference to the Form 8-K filed with the SEC on March 2, 2022).

Form of Warrant Issued September 27, 2021 and December 22, 2021.

(Incorporated by reference to Exhibit 10.7 filed with the Form 10-Q

for the quarter ended September 30, 2021).

dated September 27, 2021 (Incorporated by reference to Exhibit 10.3 filed with the Form 10-Q for the

quarter ended March 31, 2021 filed with the SEC on December 13, 2021).

Form of Registration Rights Agreement entered into September 27, 2021 (Incorporated by reference to Exhibit 10.6 filed with the Form 10-Q for the quarter ended September 30, 2021).

Form of Warrant Issued September 27, 2021, and December 22, 2021 (Incorporated by reference to Exhibit 10.7 filed with the Form 10-Q for the quarter ended September 30, 2021).

Master Equipment and Contracts Purchase Agreement by and between the Company and ABF SANUWAVE, LLC dated February 17, 2022 (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with

the SEC on February 24, 2022).

Second Amendment to the Note and Warrant Purchase and Security Agreement by and between the Company and NH Expansion Credit Fund Holdings L.P., dated February 25, 2022 (Incorporated by

reference to Exhibit 10.1 to the Form 8-K filed with the SEC on March 2, 2022).

Form of Warrant Issued September 27, 2021 and December 22, 2021 (Incorporated by reference to Exhibit 10.7 filed with the Form 10-Q for the quarter ended September 30, 2021).

Form of Refinance Agreement by and between GCF Resources, LLC and SANUWAVE Health, Inc.

dated December 22, 2021.

dated December 22, 2021 (Incorporated by reference to Exhibit 10.55 to the Form 10-K filed with the SEC

on May 13, 2022).

Future Receivables Agreement by and between GCF Resources, LLC and SANUWAVE Health, Inc.

dated December 22, 2021.

dated December 22, 2021 (Incorporated by reference to Exhibit 10.56 to the Form 10-K filed with the SEC

on May 13, 2022).

Form of Security Agreement and Guarantee by and between GCF Resources, LLC and SANUWAVE Health, Inc.

dated December 22, 2021.

Code of Business Conduct and Ethics of SANUWAVE Health, Inc.

(Incorporated by reference to the Form 10-K filed with the SEC on March 30, 2016).

dated December 22, 2021 (Incorporated by reference to Exhibit 10.57 to the Form 10-K filed

with the SEC on May 13, 2022).

Master Equipment and Contracts Purchase Agreement by and between the company and ABF Sanuwave, LLC dated February 17, 2022 (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with

the SEC on February 24, 2022).

Second Amendment to the Note and Warrant Purchase and Security Agreement by and between the Company and NH Expansion Credit Fund Holdings L.P., dated February 25, 2022 (Incorporated by

reference to Exhibit 10.1 to the Form 8-K filed with the SEC on March 2, 2022).

Form of Advance Agreement by and between the Company and A.

Michael Stolarski dated March 31, 2022 (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed with the SEC on May 26,

Form of Securities Purchase Agreement, dated August 5, 2022, by and among the Company and the purchasers identified on the signature pages thereto (Incorporated by reference to Exhibit 10.1

the Form 8-K filed with the SEC on August 8, 2022).

Form of Subordination Agreement, dated August 5, 2022, by and among the Company, NH Expansion Credit Fund Holdings LP and certain creditors (Incorporated by reference to Exhibit 10.2 the Form

8-K filed with the SEC on August 8, 2022).

Form of Security Agreement, dated August 5, 2022, by and among the Company and certain lenders (Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC on August 8, 2022).

Form of Registration Rights Agreement, dated August 5, 2022, by and among the Company and certain lenders (Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the SEC on

August 8, 2022).

Settlement Agreement, dated August 5, 2022, by and between the Company and Leviston Resources LLC (Incorporated by reference to Exhibit 10.5 to the Form 8-K filed with the SEC on August 8,

Third Amendment to the Note and Warrant Purchase and Security Agreement by and between the Company and NH Expansion Credit Fund Holdings L.P., dated June 30, 2022 (Incorporated by reference to

Exhibit 10.1 to the Form 8-K filed with the SEC on July 7, 2022).

Securities Purchase Agreement, dated November 14, 2022, by and among the Company and the purchasers identified on the signature pages thereto (Incorporated by reference to Exhibit 10.67 to the

Form S-1/A filed with the SEC on January 31, 2023).

Subordination Agreement, dated November 14, 2022, by and among the Company, NH Expansion Credit Fund Holdings LP and certain creditors (Incorporated by reference to Exhibit 10.68 to the Form

S-1/A filed with the SEC on January 31, 2023).

Security Agreement, dated November 14, 2022, by and among the Company and certain lenders (Incorporated by reference to Exhibit 10.69 to the Form S-1/A filed with the SEC on January 31, 2023).

Registration Rights Agreement, dated November 14, 2022, by and among the Company and certain lenders (Incorporated by reference to Exhibit 10.70 to the Form S-1/A filed with the SEC on January

Offer Letter, dated April 7, 2022, by and between the Company and Dr.

Toni Rinow (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on August 19, 2022).

List of subsidiaries

18 unchanged sentences

The Company has elected not to include summary information.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned hereunto duly

Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly

SANUWAVE HEALTH, INC.

March 31, 2023

Richardson, II

3 unchanged sentences

Know all persons by these presents, that each person whose signature appears below constitutes and appoints Kevin A.

Richardson, II and Lisa E.

Sundstrom, and each of them, as such person’s

true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form

10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority

to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said

attorneys-in-fact and agents, or any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the

dates indicated:

Richardson, II and Toni Rinow, and each of them, as such person’s true and lawful

attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file

the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform

each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or

any of them or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

Richardson, II

Chief Executive Officer and Chairman of

March 31, 2023

Richardson, II

Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)

Chief Financial Officer (principal financial and accounting officer)

the Board of Directors

(principal executive officer)

/s/ Toni Rinow

Chief Financial Officer

March 31, 2023

(principal financial and accounting officer)

/s/ Morgan Frank

March 31, 2023

Michael Stolarski

March 31, 2023

Michael Stolarski

/s/ Jeff Blizard

March 31, 2023

/s/ Ian Miller

March 31, 2023

/s/ Jim Tyler

March 31, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures