SANUWAVE Health, Inc. 10-Q

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this report, and together with our audited consolidated financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as of and for the year ended December 31, 2025, included in our Annual Report on Form 10-K, filed with the SEC on March 26, 2026 (the “2025 Annual Report”). Executive Summary We realized modest revenue growth during the three months ended March 31, 2026, as compared to the same period in 2025 . Revenue for the three months ended March 31, 2026, totaled $9.6 million , an increase of 3% , as compared to $9.3 million for the same period of 2025 . Net loss for the three months ended March 31, 2026, was $1.4 million compared to a net loss of $6.1 million for the same period in 2025 . The decrease in our net loss for the three months ended March 31, 2026, was primarily attributable to the $4.9 million non-cash loss on the change in fair value of derivative liabilities recognized in the prior year period that did not recur during the three months ended March 31, 2026. For the three months ended March 31, 2026, our operating loss totaled $1.1 million , which is a change of $1.7 million compared to operating income of $0.6 million for the same period of 2025 . Non-GAAP Financial Measures Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we present certain financial measures that facilitate management's review of the operational performance of the Company and as a basis for strategic planning; however, such financial measures are not presented in our financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) (“U.S. GAAP”). These financial measures are considered "non-GAAP financial measures" and are intended to supplement, and should not be considered as superior to, or a replacement for, financial measures presented in accordance with U.S. GAAP. The Company uses Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA to assess its operating performance. Adjusted EBITDA is Earnings before Interest, Taxes, Depreciation and Amortization adjusted for the change in fair value of derivatives and any significant non-cash or non-recurring infrequent charges. EBITDA and Adjusted EBITDA should not be considered as alternatives to net loss as a measure of financial performance or any other performance measure derived in accordance with U.S. GAAP, and they should not be construed as an inference that our future results will be unaffected by unusual or infrequent items. These non-GAAP financial measures are presented in a consistent manner for each period, unless otherwise disclosed. The Company uses these measures for the purpose of evaluating its historical and prospective financial performance, as well as its performance relative to competitors. These measures also help the Company to make operational and strategic decisions. The Company believes that providing this information to investors, in addition to U.S. GAAP measures, allows them to see the Company’s results through the eyes of management, and to better understand its historical and future financial performance. These non-GAAP financial measures are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry, when considered alongside other U.S. GAAP measures. EBITDA and Adjusted EBITDA have their limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are that EBITDA and Adjusted EBITDA: • Do not reflect every expenditure, future requirements for capital expenditures or contractual commitments. • Do not reflect all changes in our working capital needs. • Do not reflect interest expense, or the amount necessary to service our outstanding debt. 20 Table of Contents As presented in the U.S. GAAP to Non-GAAP Reconciliations section below, our non-GAAP financial measure excludes the impact of certain charges that contribute to our net loss. Three Months Ended March 31, (in thousands) 2026 2025 (As Restated) Net Loss $ (1,439) $ (6,118) Non-GAAP Adjustments: Interest expense 546 1,909 Depreciation and amortization 1 294 209 EBITDA (599) (4,000) Non-GAAP Adjustments for Adjusted EBITDA: Change in fair value of derivative liabilities - 4,901 Other non-cash or infrequent charges: Stock-based compensation 1,472 975 State & local sales tax 2 339 376 Sale of excess inventory (220) - Shares issued for services 97 - Adjusted EBITDA $ 1,089 $ 2,252 1 Depreciation and amortization excludes amortization of right-of-use (ROU) leases. Prior period amounts have been retroactively revised to conform to this presentation. This change had no effect on previously reported GAAP results. 2 The charges represent a non-recurring state and local sales tax expense related to the restatement of prior period financial statements. Results of Operations Three Months Ended March 31, Change (in thousands) 2026 2025 (As Restated) $ % Revenue $ 9,619 $ 9,333 $ 286 3 % Cost of revenue 2,188 1,958 230 12 % Gross margin 7,431 7,375 56 1 % Gross margin % 77 % 79 % Operating expenses: General and administrative 5,250 4,843 407 8 % Selling and marketing 2,399 1,531 868 57 % Research and development 660 208 452 217 % Depreciation and amortization 246 192 54 28 % Operating (loss) income (1,124) 601 (1,725) 287 % Other expense, net (315) (6,719) 6,404 95 % Net loss $ (1,439) $ (6,118) $ 4,679 76 % Revenue Revenues for the t hree months ended March 31, 2026, were $9.6 million , compared to $9.3 million for the same period of 2025 , an increase of $0.3 million or 3% . The increase in net sales was primarily driven by the growth in quantity of 21 Table of Contents UltraMIST ® disposables, which increased by 22% in the t hree months ended March 31, 2026, as compared to the same period of 2025 . The quantity of UltraMIST ® systems sold decreased by 1% in the t hree months ended March 31, 2026, as compared to the same period of 2025. Pricing of the UltraMIST ® system and disposables declined in the t hree months ended March 31, 2026, as compared to the same period of 2025; the average selling price of disposables decreased 6% in the t hree months ended March 31, 2026, and the average selling price of systems decreased 11% in the t hree months ended March 31, 2026. Revenue from UltraMIST ® totaled 100% of total revenue in the t hree months ended March 31, 2026, and 99% in the same period of 2025 . Cost of Revenues Cost of revenues for the t hree months ended March 31, 2026, was $2.2 million , compared to $2.0 million for the same period of 2025 . Gross profit as a percentage of revenues was 77% for the t hree months ended March 31, 2026, compared to 79% for the same period in 2025 . This decrease in gross margin was largely driven by a decrease in pricing on our UltraMIST ® systems and applicators due to a higher reseller mix. General and Administrative General and administrative expenses for the three months ended March 31, 2026, were $5.3 million as compared to $4.8 million for the same period of 2025, an increase of $0.4 million, or 8%. The increase in the three months ended March 31, 2026, as compared to the same period of 2025, was primarily due to an increase in payroll and related expenses of $0.4 million, software expenses of $0.2 million, and audit and tax fees of $0.2 million, partially offset by a decrease in Nasdaq listing costs of $0.3 million and regulatory costs of $0.1 million. Selling and Marketing Selling and marketing expenses for the t hree months ended March 31, 2026, were $2.4 million as compared to $1.5 million for the same period of 2025 , an increase of $0.9 million , or 57% . The year-over-year increase in sales and marketing expenses in the t hree months ended March 31, 2026, was largely driven by increased consulting expenses of $0.5 million and payroll and related expenses of $0.4 million. Research and Development Research and development expenses for the t hree months ended March 31, 2026, were $0.7 million as compared to $0.2 million for the same period of 2025, an increase of $0.5 million. The year-over-year increase in research and development expenses in the t hree months ended March 31, 2026, was largely driven by consulting expenses of $0.2 million , non-cash charges for stock-based compensation totaling $0.1 million, and software and patents expenses of $0.1 million. Other Expense, net Other expense, net consists of the following: Three Months Ended March 31, Change 2026 2025 (As Restated) $ % Interest expense $ (546) $ (1,909) $ 1,363 71 % Change in fair value of derivative liabilities — (4,901) 4,901 100 % Other expense (60) (1) (59) (5900 %) Other income 291 92 199 216 % Other expense, net $ (315) $ (6,719) $ 6,404 95 % Other expense, net totaled $0.3 million for the t hree months ended March 31, 2026, as compared to $6.7 million for the same period of 2025 , a decrease of $6.4 million . The decrease was primarily driven by the change in the fair value of derivative liabilities of $4.9 million and decreased interest expense of $1.4 million . The change in fair value of derivative liabilities relates to valuation of warrants previously issued by the Company; these warrants expired during 2025. The reduction in interest expense reflects the September 2025 repayment of our Prior Debt and the closing of our Term Loan 22 Table of Contents under the JPM Credit Agreement, which carries a lower interest rate, as described in Note 8 to the condensed consolidated financial statements. Liquidity and Capital Resources From inception through the year ended December 31, 2024, we incurred losses from operations each year, before achieving net income for the year ended December 31, 2025. As of March 31, 2026, we had an accumulated deficit of $244.1 million . Historically, our operations have primarily been funded from the sale of capital stock, issuances of notes payable, and convertible debt securities. During the third quarter of 2025, we entered into the JPM Credit Agreement, which provided a $23.0 million Term Loan and a $5.0 million Revolver, the proceeds of which were used to repay and terminate the Prior Debt, as described in Note 8 to the condensed consolidated financial statements. The JPM Credit Agreement extended the maturity of our debt obligations and provided additional liquidity through the Revolver. Together with the positive cash flow from operations generated in 2025 and the $5.0 million received in connection with the patent purchase agreement described in Note 14 of the condensed consolidated financial statements, these actions strengthened our liquidity position and capital structure. As of March 31, 2026, we had cash and cash equivalents of $10.8 million , $20.1 million outstanding under our Term Loan, and $0.7 million drawn under our Revolver. We were in compliance with all financial and other covenants under the JPM Credit Agreement as of March 31, 2026. Based on our current cash position, anticipated cash flows from operations, and availability under our Revolver, we believe we will have sufficient resources to meet our working capital needs, capital expenditures, and debt service obligations for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. We continue to monitor our financial position, liquidity, and compliance with debt covenants on an ongoing basis. We intend to continue to evaluate opportunities to further enhance our capital structure and support our growth strategy. The following table presents summarized cash flow information: Three Months Ended March 31, (in thousands) 2026 2025 (As Restated) Cash flows provided by (used in) operating activities $ 397 $ (1,517) Cash flows used in investing activities $ (158) $ (162) Cash flows used in financing activities $ (1,419) $ (57) Cash Flows from Operating Activities Cash provided by operating activities for the three months ended March 31, 2026 totaled $0.4 million, an improvement of $1.9 million compared to cash used in operating activities of $1.5 million for the three months ended March 31, 2025 . The improvement was primarily driven by a $4.7 million reduction in net loss, from $6.1 million in the prior year period to $1.4 million in the current year period, reflecting continued revenue growth and operational improvements. Significant non-cash adjustments in the current year period included stock-based compensation of $1.6 million and depreciation and amortization of $0.3 million. The prior year period included a $4.9 million non-cash loss on the change in fair value of derivative liabilities, which did not recur in the current year period as the related warrants expired during 2025. Working capital changes in the current year period reflected a $0.6 million increase in accounts receivable from higher revenue activity, while inventory remained relatively flat compared to a $1.3 million build in the prior year period. Cash Flows from Investing Activities Cash used in investing activities for the three months ended March 31, 2026 totaled $0.2 million, consisting of $23 thousand in purchases of property and equipment, $66 thousand in deposits on property and equipment, and $69 thousand in investment in software development. Cash used in investing activities for the three months ended March 31, 2025 totaled $0.2 million, consisting entirely of purchases of property and equipment. Cash Flows from Financing Activities Cash used in financing activities for the three months ended March 31, 2026 totaled $1.4 million, consisting primarily of $1.4 million in scheduled quarterly principal payments on the Term Loan under the JPM Credit Agreement, partially offset by $19 thousand in proceeds from stock option exercises. Cash used in financing activities for the three months ended 23 Table of Contents March 31, 2025 totaled $57 thousand, consisting entirely of principal payments on finance leases. The increase in financing cash outflows reflects the transition from our prior non-amortizing Senior Secured Debt to the Term Loan, which requires quarterly principal payments that commenced on December 31, 2025. Segment and Geographic Information We have determined that we have one reportable segment. Our revenues are generated from sales primarily in the United States. All significant expenses are generated in the United States and all significant assets are in the United States. For further information on the Company's reportable segment, refer to Note 16 to the condensed consolidated financial statements. Effects of Inflation The rate of inflation, which remains elevated, affects expenses such as employee compensation, office space leasing costs, and research and development charges, which may not be readily recoverable. To the extent inflation results in rising interest rates and has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required under this item.