What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-12 · 233 added, 125 removed, 370 unchanged (49% of the section changed)

4 unchanged sentences

(In thousands, except share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current Assets:

13 unchanged sentences

Current Liabilities:

Current portion of secured term loan $ 5,585 $ 5,638

Current portion of secured term loan, net of debt issuance costs $ 5,599 $ 5,638

Accounts payable 3,308 3,251

15 unchanged sentences

6,175 shares Series A, 293 shares Series B, 90 shares Series C and 8 shares Series D designated, respectively;

no shares issued and outstanding at March 31, 2026 and December 31, 2025

no shares issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, par value $ 0.001 , 2,500,000,000 shares authorized;

8,594,209 and 8,588,876 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

8,602,309 and 8,588,876 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 247,574 244,285

Accumulated deficit ( 244,806 ) ( 242,685 )

Accumulated other comprehensive loss 10 10

Accumulated other comprehensive income 10 10

Total Stockholders’ Equity 2,787 1,619

3 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands, except share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(As Restated) 2026 2025

(As Restated)

Revenue $ 9,739 $ 10,054 $ 19,358 $ 19,387

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Other expense ( 77 ) ( 27 ) ( 137 ) ( 28 )

199 89 490 181

Total Other Expense, net ( 396 ) ( 887 ) ( 711 ) ( 7,606 )

Net Loss $ ( 1,439 ) $ ( 6,118 )

Other Comprehensive Loss

Foreign currency translation adjustments - -

Total Comprehensive Loss $ ( 1,439 ) $ ( 6,118 )

Loss per Share:

Basic and Diluted $ ( 0.17 ) $ ( 0.72 )

Net (Loss) Income Before Income Taxes ( 676 ) 551 ( 2,115 ) ( 5,567 )

Income tax expense 6 - 6 -

Net (Loss) Income $ ( 682 ) $ 551 $ ( 2,121 ) $ ( 5,567 )

(Loss) Earnings per Share:

Basic $ ( 0.08 ) $ 0.06 $ ( 0.25 ) $ ( 0.65 )

Diluted $ ( 0.08 ) $ ( 0.04 ) $ ( 0.25 ) $ ( 0.65 )

Weighted average shares outstanding

Basic and Diluted 8,591,098 8,547,675

Basic 8,601,198 8,561,737 8,596,148 8,554,706

Diluted 8,601,198 9,167,846 8,596,148 8,554,706

The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements.

3 unchanged sentences

(In thousands, except share data)

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Outstanding Par Value Additional Paid-

2 unchanged sentences

Comprehensive

Balances as of December 31, 2025 8,588,876 $ 9 $ 244,285 $ ( 242,685 ) $ 10 $ 1,619

Balances as of March 31, 2026 8,594,209 $ 9 $ 245,943 $ ( 244,124 ) $ 10 $ 1,838

Stock-based compensation - - 1,403 - - 1,403

3 unchanged sentences

- - - ( 682 ) - ( 682 )

Balances as of March 31, 2026 8,594,209 $ 9 $ 245,943 $ ( 244,124 ) $ 10 $ 1,838

Three Months Ended March 31, 2025

Balances as of June 30, 2026 8,602,309 $ 9 $ 247,574 $ ( 244,806 ) $ 10 $ 2,787

Three Months Ended June 30, 2025

Outstanding Par Value Additional Paid-

2 unchanged sentences

Comprehensive

Balances as of March 31, 2025 (As Restated) 8,548,473 $ 9 $ 239,786 $ ( 260,617 ) $ 10 $ ( 20,812 )

Stock-based compensation - - 1,132 - - 1,132

Stock options exercised 17,008 - 253 - - 253

Shares granted in lieu of board of director fees 2,524 - 77 - - 77

Net income (As Restated)

- - - 551 - 551

Balances as of June 30, 2025 (As Restated) 8,568,005 $ 9 $ 241,248 $ ( 260,066 ) $ 10 $ ( 18,799 )

The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements.

SANUWAVE HEALTH, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share data)

Six Months Ended June 30, 2026

Outstanding Par Value Additional Paid-

in Capital Accumulated

Deficit Accumulated

Comprehensive

Balances as of December 31, 2025 8,588,876 $ 9 $ 244,285 $ ( 242,685 ) $ 10 $ 1,619

Stock-based compensation - 2,842 - - 2,842

Stock options exercised 5,433 - 77 - - 77

Shares issued for services rendered 8,000 - 164 - - 164

Shares granted in lieu of board of director fees - - 205 - - 205

Net loss - - - ( 2,121 ) - ( 2,121 )

Balances as of June 30, 2026 8,602,309 $ 9 $ 247,574 $ ( 244,806 ) $ 10 $ 2,787

Six Months Ended June 30, 2025

Outstanding Par Value Additional Paid-

in Capital Accumulated

Deficit Accumulated

Comprehensive

Balance as of December 31, 2024 (As Restated) 8,543,686 $ 9 $ 238,685 $ ( 254,499 ) $ 10 $ ( 15,795 )

Stock-based compensation 4,787 - 2,233 - - 2,233

Stock options exercised 17,008 - 253 - - 253

Shares granted in lieu of board of director fees 2,524 - 77 - - 77

Net loss (As Restated) - - - ( 5,567 ) - ( 5,567 )

Balances as of March 31, 2025 (As Restated) 8,548,473 $ 9 $ 239,786 $ ( 260,617 ) $ 10 $ ( 20,812 )

Balances as of June 30, 2025 (As Restated) 8,568,005 $ 9 $ 241,248 $ ( 260,066 ) $ 10 $ ( 18,799 )

The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands)

7 unchanged sentences

Provision for credit losses 379 131

Shares issued for services 97 -

Change in fair value of derivative liabilities - 3,911

2 unchanged sentences

Loss on disposal of assets 18 -

Proceeds from tenant improvement funds - 429

Changes in operating assets and liabilities

16 unchanged sentences

Payments of principal on finance leases - ( 149 )

Net Cash Used in Financing Activities ( 1,419 ) ( 57 )

Effect of Exchange Rates on Cash and Cash Equivalents - -

Net Change in Cash and Cash Equivalents During Period ( 1,180 ) ( 1,736 )

Cash and Cash Equivalents at Beginning of Period

Net Cash (Used in) Provided by Financing Activities ( 2,798 ) 104

Net Change in Cash During Period ( 2,583 ) ( 1,741 )

Cash at Beginning of Period

11,959 10,237

Cash and Cash Equivalents at End of Period

Cash at End of Period

$ 9,376 $ 8,496

1 unchanged sentence

Cash paid for interest $ 828 $ 2,255

Cash paid for income taxes $ 51 $ -

Non-cash Investing and Financing Activities:

Right-of-use assets obtained in exchange for lease liabilities 619 430

Shares granted in lieu of board of director fees 103 -

Stock options granted in lieu of cash bonus 69 117

Shares issued in exchange for services 97 -

Purchases of property and equipment in accounts payable 191 -

Capitalize interest into senior secured debt - 407

RSUs granted in exchange for services - 10

The accompanying notes to condensed consolidated financial statements are an integral part of these financial statements.

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Nature of the Business and Basis of Presentation

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All significant intercompany accounts and transactions have been eliminated.

Amounts reported in thousands within this Quarterly Report on Form 10-Q are computed based on the amounts in thousands, and therefore, the sum of the components may not equal the total amount reported in thousands due to rounding.

The financial information as of March 31, 2026, and for the three months ended March 31, 2026, and 2025 is unaudited;

Amounts reported within this Quarterly Report on Form 10-Q are presented in thousands, and therefore, the sum of the components may not equal the total amount reported due to rounding.

The financial information as of June 30, 2026, and for the three and six months ended June 30, 2026, and 2025 is unaudited;

however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included.

Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2026.

Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2026.

The condensed consolidated balance sheet on December 31, 2025, has been derived from the audited consolidated financial statements at that date but does not include all the information and disclosures required by U.S.

1 unchanged sentence

These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 26, 2026 (the “2025 Annual Report”).

Reclassification - Certain accounts in the prior period condensed consolidated statement of cash flows have been reclassified to conform to the presentation of the current period consolidated financial statements.

These reclassifications had no effect on the previously reported operating results.

Restatement of Previously Issued Financial Statements

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The liability includes an estimate for each state, to account for any penalties and interest that is due on the base tax amount owed.

The error resulted in an understatement of accrued expenses for state and local sales tax, including related interest and penalties, in the condensed consolidated financial statements as of and for the three months ended March 31, 2025.

As a result of correcting this liability, general and administrative expenses and interest expense were increased in the affected periods, resulting in a one-time, non-recurring increase in reported expenses for the three months ended March 31, 2025.

The Company is in the process of finalizing remediation of the underlying sales tax obligations.

In addition to the errors related to sales tax liabilities, the Company identified that revenue was overstated and current portion of contract liabilities and contract liabilities, less current portion were understated related to extended warranties for the three months ended March 31, 2025.

As part of its remediation of the underlying sales tax obligations, the Company has entered into voluntary disclosure agreements (VDAs) with numerous jurisdictions and has begun remitting payments required thereunder.

The Company is currently awaiting responses from the remaining jurisdictions and expects to finalize the remediation process upon receipt thereof.

The errors related to the Company's accounting for extended warranty contracts sold at a discount in conjunction with its products.

When extended warranties were sold at a discounted price, the Company did not allocate the discount proportionally across all performance obligations in the contract in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers .

When extended warranties were sold at a discounted price, the

Company did not allocate the discount proportionally across all performance obligations in the contract in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers .

Specifically, ASC 606 requires that a discount present in a contract be allocated proportionally across all performance obligations based on their relative standalone selling prices, unless specific criteria are met to allocate the discount entirely to one or more performance obligations.

The Company incorrectly absorbed the entire discount within the extended warranty performance obligation rather than allocating a proportionate share of the discount to the other performance

obligations in the contract.

The Company incorrectly absorbed the entire discount within the extended warranty performance obligation rather than allocating a proportionate share of the discount to the other performance obligations in the contract.

This caused the transaction price allocated to the extended warranty to be understated and the transaction price allocated to the other performance obligations to be overstated, resulting in revenue being recognized on the other performance obligations in excess of the amounts that should have been allocated to them.

Consequently, revenue was overstated and contract liabilities associated with the extended warranty was understated for the three months ended March 31, 2025.

Consequently, revenue was overstated and contract liabilities associated with the extended warranty was understated for the three and six months ended June 30, 2025.

The restatement was previously disclosed in the 2025 Annual Report.

Restated 2025 Quarterly Financial Information (Unaudited) - Reconciliation Table

The following table presents the impact of the restatement on the Company’s previously issued Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2025.

(in thousands, except per share data) For the three months ended March 31, 2025

Unaudited Condensed Consolidated Statement of Comprehensive Loss Notes As Previously Reported Adjustment As Restated

(in thousands, except per share data) For the three months ended June 30, 2025 For the six months ended June 30, 2025

Unaudited Condensed Consolidated Statement of Comprehensive Income (Loss) Notes As Previously Reported Adjustment As Restated As Previously Reported Adjustment As Restated

Revenue (i) $ 10,164 $ ( 110 ) $ 10,054 $ 19,506 $ ( 119 ) $ 19,387

2 unchanged sentences

Total Operating Expenses 6,081 329 6,410 12,479 705 13,184

Operating Income (Loss) 986 ( 385 ) 601

Operating Income 1,877 ( 439 ) 1,438 2,863 ( 824 ) 2,039

Interest expense (iii) ( 1,874 ) ( 65 ) ( 1,939 ) ( 3,726 ) ( 122 ) ( 3,848 )

Total Other Expense ( 822 ) ( 65 ) ( 887 ) ( 7,484 ) ( 122 ) ( 7,606 )

Net Loss ( 5,676 ) ( 442 ) ( 6,118 )

Total Comprehensive Loss ( 5,676 ) ( 442 ) ( 6,118 )

Net Loss per share:

basic and diluted $ ( 0.66 ) $ ( 0.05 ) $ ( 0.72 )

A description of the restatement adjustments in the condensed consolidated statements of comprehensive loss is as follows:

(i) The $ 9 thousand decrease in revenue for the three months ended March 31, 2025, is related to the adjustment to revenue associated with extended warranties.

(ii) The $ 0.4 million increase in general and administrative expenses for the three months ended March 31, 2025, is related to the adjustment for estimated state and local sales tax expense and for the related penalties on outstanding sales tax balances.

(iii) The $ 57 thousand increase in interest expense for the three months ended March 31, 2025, is related to the adjustment for estimated interest on outstanding state and local sales tax balances.

Net Income (Loss) 1,055 ( 504 ) 551 ( 4,621 ) ( 946 ) ( 5,567 )

Total Comprehensive Income (Loss) 1,055 ( 504 ) 551 ( 4,621 ) ( 946 ) ( 5,567 )

Net Income (Loss) per share:

basic $ 0.12 $ ( 0.06 ) $ 0.06 $ ( 0.54 ) $ ( 0.11 ) $ ( 0.65 )

Net Income (Loss) per share:

diluted $ 0.01 $ ( 0.05 ) $ ( 0.04 ) $ ( 0.54 ) $ ( 0.11 ) $ ( 0.65 )

A description of the restatement adjustments in the condensed consolidated statements of comprehensive income (loss) is as follows:

(i) The $ 110 thousand decrease for the three months ended June 30, 2025, and the $ 119 thousand decrease for the six months ended June 30, 2025, are related to the adjustment to revenue associated with extended warranties.

(ii) The $ 0.3 million increase for the three months ended June 30, 2025, and the $ 0.7 million increase for the six months ended June 30, 2025, are related to the adjustment for estimated state and local sales tax expense and for the related penalties on outstanding sales tax balances.

(iii) The $ 65 thousand increase for the three months ended June 30, 2025, and the $ 122 thousand increase for the six months ended June 30, 2025, are related to the adjustment for estimated interest on outstanding state and local sales tax balances.

Income Tax Effects

2 unchanged sentences

Summary of Significant Accounting Policies

Significant accounting policies followed by the Company are summarized below and should be read in conjunction with those described in Note 3 of the consolidated financial statements in our 2025 Annual Report.

Estimates – These condensed consolidated financial statements have been prepared in accordance with U.S.

These condensed consolidated financial statements have been prepared in accordance with U.S.

Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depend on future events, the preparation of condensed consolidated financial statements for any period necessarily involves the use of estimates and assumptions.

Actual amounts may differ from these estimates.

These condensed consolidated financial

statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized herein.

These condensed consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized herein.

Significant estimates include the recording of allowances for credit losses, the net realizable value of inventory, fair value of goodwill and other intangible assets, the determination of the valuation allowances for deferred taxes, litigation contingencies, stock-based compensation, incremental borrowing rate, the estimated fair value of financial instruments, including warrants, and the accrual of state and local sales tax liabilities.

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The Company reviews capitalized software for impairment in accordance with its policy for long-lived assets.

As of March 31, 2026, the Company has capitalized $ 69 thousand in licensed software costs, which are not yet placed in service and accordingly no amortization has been recorded.

As of June 30, 2026, the Company has capitalized $ 213 thousand in licensed software costs, which are not yet placed in service and accordingly no amortization has been recorded.

The Company accounts for leases in accordance with ASC Topic 842, Leases .

At the commencement date of a lease, the Company recognizes a right-of-use (“ROU”) asset and a lease liability for all leases with a term greater than 12 months.

Short-term leases (those with an original term of 12 months or less) are not recorded on the balance sheets;

Short-term leases (those with an original term of 12 months or less) are not recorded on the condensed consolidated balance sheets;

lease expense for these leases is recognized on a straight-line basis over the lease term.

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Leases are classified as either operating or finance leases at the commencement date.

The Company does not have any finance leases as of March 31, 2026, and December 31, 2025.

The Company did not have any finance leases as of June 30, 2026, or December 31, 2025.

Operating lease ROU assets and liabilities are presented separately on the condensed consolidated balance sheets.

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In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220):

Expense Disaggregation Disclosures to

improve the disclosures about a public entity’s expenses and provide more detailed information about the types of expenses in commonly presented expense captions such as inventory purchases, employee compensation, depreciation and intangible asset amortization.

Expense Disaggregation Disclosures to improve the disclosures about a public entity’s expenses and provide more detailed information about the types of expenses in commonly presented expense captions such as inventory purchases, employee compensation, depreciation and intangible asset amortization.

The effective date for the standard is for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

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The rollforward of the allowance for credit losses is as follows:

(in thousands) Three Months Ended March 31, 2026

(in thousands) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Allowance for credit losses, December 31 $ 1,265 $ 1,147

Provision for credit losses 379 136

Allowance for credit losses, March 31 $ 1,305

Write-offs ( 27 ) ( 5 )

Allowance for credit losses, June 30 $ 1,617 $ 1,278

Inventory consisted of the following:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Finished goods $ 7,185 $ 6,012

3 unchanged sentences

Property and Equipment

Depreciation expense related to property and equipment for the three months ended March 31, 2026 and 2025 was $ 118 thousand and $ 69 thousand, respectively.

Depreciation expense related to property and equipment for the three months ended June 30, 2026 and 2025 was $ 137 thousand and $ 72 thousand, respectively.

Depreciation expense related to property and equipment for the six months ended June 30, 2026 and 2025 was $ 255 thousand and $ 141 thousand, respectively.

Operating lease commitments - On March 27, 2025, the Company entered into a new operating lease agreement for its new headquarters in Eden Prairie, Minnesota.

2 unchanged sentences

The lease amendment expands the existing property and extends for a period of 5.1 years, expiring on April 30, 2031.

includes an option to renew for an additional 5 years at the Company's discretion.

The lease includes an option to renew for an additional 5 years at the Company's discretion.

As a result of the modification, the Company remeasured the related right-of-use asset and lease liability.

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The total minimum lease payments over the modified lease term amount to approximately $ 2.3 million.

Lease expense - For the three months ended March 31, 2026 and 2025, the Company recognized lease expense of $ 46 thousand and $ 21 thousand, respectively, related to this operating lease, which is included in general and administrative expenses in the condensed consolidated statements of comprehensive loss.

As of March 31, 2026, the maturities of the Company’s operating leases, which have initial or remaining lease terms more than one year, consist of the following:

Lease expense - For the three and six months ended June 30, 2026 , the Company recognized lease expense of $ 64 thousand and $ 110 thousand, respectively, related to this operating lease.

For the three and six months ended June 30, 2025 , the Company recognized lease expense of $ 37 thousand and $ 49 thousand, respectively, related to this operating

These expenses are included in general and administrative expenses in the condensed consolidated statements of comprehensive (loss) income.

As of June 30, 2026, the maturities of the Company’s operating leases, which have initial or remaining lease terms more than one year, consist of the following:

(in thousands) Operating

3 unchanged sentences

Present value of lease liabilities $ 1,530

The weighted-average useful life of operating leases at March 31, 2026, i s 5.1 years .

The weighted-average useful life of operating leases at June 30, 2026, i s 4.8 years .

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Long Term Debt, Revolving Credit Facility and Senior Secured Debt

The following table summarizes outstanding debt at March 31, 2026 and December 31, 2025 :

March 31, 2026 December 31, 2025

The following table summarizes outstanding debt at June 30, 2026 and December 31, 2025 :

June 30, 2026 December 31, 2025

(in thousands) Principal Debt Issuance Costs Carrying Value Principal Debt Issuance Costs Carrying Value

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The Company may prepay outstanding loans at any time without premium or penalty, subject to customary breakage costs for SOFR-based borrowings.

Retirement of Senior Secured Debt - Concurrently, on September 25, 2025, in connection with the funding of the Term Loan and the initial draw of $ 0.7 million under the Revolver, the Company paid all amounts due under and terminated in full all commitments under the Note and Warrant Purchase and Security Agreement, dated August 6, 2020, with NH Expansion Credit Fund Holdings LP and the related senior secured debt (collectively, the “Prior Debt”).

Expansion Credit Fund Holdings LP and the related senior secured debt (collectively, the “Prior Debt”).

The payoff and termination of the Prior Debt resulted in the release of all associated liens and security interests.

2 unchanged sentences

Debt Covenants and Restrictions - The JPM Credit Agreement contains customary covenants, including requirements to maintain certain financial ratios and restrictions on additional indebtedness, asset sales, and dividend payments.

As of March 31, 2026 , the Company was in compliance with all covenants under the JPM Credit Agreement.

As of June 30, 2026 , the Company was in compliance with all covenants under the JPM Credit Agreement.

Collateral and Security - The Company’s obligations under the JPM Credit Agreement are secured by a first-priority lien on substantially all of the Company’s tangible and intangible assets, including the Company’s equity interests in subsidiaries.

Maturity Analysis - Future principal payments on the Term Loan and Revolver are due as follows:

(in thousands) Principal Payments

2027 (including the Revolver) 6,405

(in thousands) Term Loan Revolver

2026 $ 2,875 $ -

2027 5,750 655

Total Principal Payments $ 18,687 $ 655

Debt Issuance Costs ( 268 )

Less current maturities of the Term Loan ( 5,750 )

Long term debt, net of current maturities and debt issuance costs $ 14,762

Unamortized Debt Issuance Costs 1

Balance Sheet Carrying Amount $ 18,521 $ 655

Balance sheet classification:

Current maturities of the Term Loan $ 5,750 $ -

Debt issuance costs, current portion 2

Current portion, net of debt issuance costs $ 5,599 $ -

Non-current principal $ 12,938 $ 655

Non-current debt issuance costs ( 16 ) -

Long-term debt, net of current maturities $ 12,922 $ 655

1 Debt issuance costs associated with the Revolver of $ 49 thousand are presented as a non-current asset on the condensed consolidated balance sheets, rather than as a reduction to the Revolver liability, in accordance with the Company's accounting policy.

As a result, the carrying value of the Revolver in the table above equals its outstanding principal balance.

2 Represents the portion of debt issuance costs being amortized against the current year's principal payments.

Accounts Payable and Accrued Expenses

Accounts payable consisted of the following:

(in thousands) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Trade Accounts Payable 3,299 3,219

2 unchanged sentences

(in thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Registration penalties $ 1,583 $ 1,583

6 unchanged sentences

Total Accrued Expenses $ 8,605 $ 8,382

The state and local sales tax, penalty, and interest balances relate primarily to the Company’s VDAs with various state taxing authorities.

The Company previously identified that it had not collected and remitted sales and use taxes in certain jurisdictions where it had established nexus.

In prior periods, the Company recorded an estimated liability for the unpaid taxes, interest, and penalties.

During the six months ended June 30, 2026, the Company initiated VDAs with certain taxing authorities to remediate the noncompliance.

The following table presents the activity in the Company’s accrued sales and use tax liability for the six months ended June 30, 2026 :

(in thousands) Tax Interest Penalty Total

Balance at December 31, 2025 $ 3,885 $ 464 $ 571 $ 4,920

Additional estimated obligations 1

424 149 50 623

Cash payments 2

( 375 ) ( 35 ) - ( 410 )

VDA settlement adjustments, net 3

( 320 ) 23 ( 447 ) ( 744 )

Unsettled VDA balances at June 30, 2026 $ 3,614 $ 601 $ 174 $ 4,389

State & Local Sales Tax - Ordinary Course 4

Balance at June 30, 2026 $ 3,718 $ 601 $ 174 $ 4,493

1 Represent jurisdictions in which VDAs are not finalized.

2 Represent jurisdictions where VDAs have been finalized and paid.

3 Represent jurisdictions where VDAs have been finalized.

4 Represents sales tax collected from customers in the ordinary course of business in jurisdictions where the Company is registered, separate from the estimated VDA liability discussed above, which had not yet been remitted to the applicable taxing authorities as of June 30, 2026.

The remaining VDA liability represents the Company’s best estimate of the pre-registration exposure and is subject to adjustment as VDA negotiations are completed with the respective state taxing authorities.

Upon settlement, the Company released the related accruals and recognized a net benefit in the condensed consolidated statements of comprehensive (loss) income, reflecting the excess of amounts previously accrued over the actual amounts owed.

The Company recorded additional estimated obligations for sales occurring during the current period in jurisdictions where the Company has identified a filing obligation but has not yet completed the remediation process.

The condensed consolidated statements of comprehensive (loss) income impact of sales and use tax related activity for the periods presented is as follows:

(in thousands) Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Sales tax benefit (expense), net $ 104 $ ( 198 )

Penalty benefit, net 428 392

Interest expense, net ( 85 ) ( 175 )

Total Income Statement Impact $ 447 $ 19

Sales tax benefit (expense) and penalty benefit (expense) are classified within general and administrative .

Interest expense is classified within interest expense in the condensed consolidated statements of comprehensive (loss) income .

For fiscal year 2025 activity, refer to Note 2.

The disaggregation of revenue is based on type.

The following table presents revenue from contracts with customers:

(in thousands) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

(As Restated)

4 unchanged sentences

Total Revenue $ 9,739 $ 10,054

(in thousands) Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

(As Restated)

Consumables, parts, and accessories revenue $ 13,963 $ 12,541

System revenue 5,166 6,643

Extended warranty 1

License fees - 15

Total Revenue $ 19,358 $ 19,387

1 Extended warranty revenue recognized during the three and six months ended June 30, 2026, represents the amortization of contract liabilities associated with extended warranty performance obligations sold in prior periods.

The Company recognizes extended warranty revenue ratably over the respective warranty service periods, which commences following the expiration of the standard warranty included with each system sale.

Stock-Based Compensation

1 unchanged sentence

The 2024 Plan authorizes the issuance of up to 1,376,556 shares of common stock.

On August 19, 2025, at our annual meeting of stockholders, an amendment to the 2024 Plan was approved, authorizing an additional 500,000 shares of common stock for issuance under the 2024 Plan.

In August 2025, at the annual meeting of stockholders, an amendment to the 2024 Plan was approved, authorizing an additional 500,000 shares of common stock for issuance under the 2024 Plan.

Stock options granted under the 2024 Plan include service-based, performance-based, and market-based awards.

2 unchanged sentences

These awards generally expire five years from the date of grant and are subject to forfeiture if the performance goals are not achieved within the specified performance period.

Market-based stock options

vest upon the attainment of certain market conditions, such as specified stock price targets, and also expire five years after the grant date.

Market-based stock options vest upon the

attainment of certain market conditions, such as specified stock price targets, and also expire five years after the grant date.

The fair value of market-based awards is estimated using a Monte Carlo simulation model.

All awards under the 2024 Plan are subject to the terms and conditions of the 2024 Plan and the individual award agreements.

During the three months ended March 31, 2026, the Company granted performance-based awards to two employees which provide for the vesting of up to 8,500 shares of common stock.

During the six months ended June 30, 2026, the Company granted performance-based awards to two employees which provide for the vesting of up to 8,500 shares of common stock.

Vesting is contingent upon the achievement of specified performance conditions, with 100 % of the related shares vesting upon satisfaction of each applicable condition.

The performance conditions include the achievement of (a) specific revenue recognized ( 6,000 shares) and (b) specific operational milestones ( 2,500 shares).

The performance conditions include the achievement of (a) specific revenue recognized ( 6,000 shares) and (b) a specific operational milestone ( 2,500 shares).

During the fiscal year ended December 31, 2025 , the Company granted performance-based option awards to three employees which provide for the vesting of up to 65,500 shares of common stock.

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During 2025, certain awards were forfeited due to employee termination and missed milestone deadlines, certain performance and market conditions were achieved and the related compensation expense was recognized, and certain market-based awards expired unachieved.

As a result, options exercisable for 20,000 shares remain outstanding and unvested as of March 31, 2026 relating to performance-based option award, all of which are subject to revenue and adjusted EBITDA performance conditions.

Options exercisable for 10,000 shares remain outstanding and unvested as of March 31, 2026 relating to market conditions, which relates to the attainment of a defined stock price target.

As of March 31, 2026, the Company concluded that the performance conditions related to revenue, adjusted EBITDA, and operational milestones were not probable of achievement, and accordingly, no compensation expense was recognized for any performance-based awards.

As a result, options exercisable for 20,000 shares remain outstanding and unvested as of June 30, 2026 relating to performance-based option award, all of which are subject to revenue and adjusted EBITDA performance conditions.

Options exercisable for 10,000 shares remain outstanding and unvested as of June 30, 2026 relating to market conditions, which relates to the attainment of a defined stock price target.

As of June 30, 2026 , the Company concluded that the performance conditions related to revenue, adjusted EBITDA, and operational milestones were not probable of achievement, and accordingly, no compensation expense was recognized for any performance-based awards.

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

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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 following table presents stock compensation expense recognized by the Company for the three months ended March 31, 2026 and 2025.

Total unrecognized compensation cost related to equity awards as of March 31, 2026 was $ 10.8 million and is expected to be recognized over the next 2.12 years .

The following table presents stock compensation expense recognized by the Company for the three and six months ended June 30, 2026 and 2025 .

Total unrecognized compensation cost related to equity awards as of June 30, 2026 was $ 10.6 million and is expected to be recognized over a weighted average period of 2.01 years.

The Company recognizes compensation expense on a straight-line basis over the requisite service period, net of actual forfeitures.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

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Total expense $ 1,572 $ 1,132 $ 3,143 $ 2,116

The following table presents a summary of stock option activity during the three months ended March 31, 2026:

The following table presents a summary of stock options award activity during the six months ended June 30, 2026:

Number of Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands)

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Forfeited ( 78 ) 19.22 - -

Outstanding, March 31, 2026 1,502 $ 22.16 8.1 $ 2,389

Exercisable, March 31, 2026 625 $ 20.11 7.5 $ 1,247

Outstanding, June 30, 2026 1,622 $ 21.83 7.9 $ -

Exercisable, June 30, 2026 743 $ 20.00 7.3 $ -

Valuation Information for Stock-Based Compensation

The fair value of each stock option award during the three months ended March 31, 2026 was based on the closing price of the Company's common stock on the date of the grant.

The fair value of each stock option award during the three and six months ended June 30, 2026 was based on the closing price of the Company's common stock on the date of the grant.

Expected volatility was based on 100% of the historical realized volatilities of peer companies.

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The Company's policy is to recognize forfeitures as they occur.

The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the three months ended March 31, 2026 and 2025 are summarized in the table below:

Three Months Ended March 31,

The weighted average assumptions used in the Black-Scholes option pricing model in valuing stock options granted in the three and six months ended June 30, 2026 are summarized in the table below:

Three Months Ended June 30, Six Months Ended June 30,

Fair value at grant date $ 17.80 $ 22.79

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Risk-free interest rate 4 % 4 %

Expected holding period, in years 4.95 years 5.45 years

Expected holding period, in years 5.06 5.00

Dividend yield 0 % 0 %

Loss per Share

Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding for the three months ended March 31, 2026, and 2025.

The weighted average number of shares outstanding includes outstanding common stock and shares issuable for nominal consideration.

Accordingly, warrants issued with a $ 0.01 per share exercise price, are included in weighted average shares outstanding as follows:

Three Months Ended

(in thousands)

March 31, 2026 March 31, 2025

Common shares 8,591 8,548

Weighted average shares outstanding 8,591 8,548

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding.

Net (Loss) Income per Share

Basic net (loss) income per share is computed based on the weighted average number of shares outstanding during the applicable period, including nominally priced warrants.

Diluted net (loss) income per share is computed by dividing the net (loss) income attributable to common stockholders by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding.

Diluted net (loss) income per share is calculated based on the weighted average of shares of common stock outstanding and the number of additional shares that would have been outstanding if the potentially dilutive securities had been issued.

The Company uses the treasury stock method to calculate the number of shares for the nominally priced warrants.

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data)

(As Restated) 2026 2025

(As Restated)

Basic net (loss) income available to stockholders $ ( 682 ) $ 551 $ ( 2,121 ) $ ( 5,567 )

Change in fair value of warrants - ( 990 ) - -

Diluted net (loss) income available to stockholders $ ( 682 ) $ ( 439 ) $ ( 2,121 ) $ ( 5,567 )

Weighted average common shares outstanding - Basic 8,601 8,562 8,596 8,555

Dilutive effect of warrants - 363 - -

Dilutive effect of stock options - 243 - -

Dilutive effect of convertible promissory notes including interest - - - -

Weighted average common shares outstanding - Diluted 8,601 9,168 8,596 8,555

Net (loss) income per share:

Basic $ ( 0.08 ) $ 0.06 $ ( 0.25 ) $ ( 0.65 )

Diluted $ ( 0.08 ) $ ( 0.04 ) $ ( 0.25 ) $ ( 0.65 )

To the extent that securities are “anti-dilutive,” they are excluded from the calculation of diluted net loss per share.

As a result of the net loss for each of the three months ended March 31, 2026, and March 31, 2025, all potentially dilutive shares in such periods

were anti-dilutive and therefore excluded from the computation of diluted net loss per share.

As a result of the net loss for the three and six months ended June 30, 2026, and six months ended June 30, 2025, all potentially dilutive shares in such periods were anti-dilutive and therefore excluded from the computation of diluted net loss per share.

As a result of the net income for the three months ended June 30, 2025, all dilutive shares were included in the computation of diluted net income per share.

Anti-dilutive equity securities consist of the following:

Three Months Ended

(in thousands) March 31, 2026 March 31, 2025

(in thousands) June 30, 2026 June 30, 2025

Common stock options 1,622 102

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The Company currently purchases most of its product component materials from single suppliers and all of its finished product is assembled by a single supplier.

The loss of any of these suppliers could result in a disruption in our production.

The loss of any of these suppliers could result in a disruption in production.

The percentages of purchases from major vendors of the Company that represented ten percent or more of total purchases were as follows:

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Vendor A 17 % 19 % 18 % 22 %

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The Company granted the licensee an exclusive license to the patents and an option to acquire the patents for a period of 3 years following the effective date of the Patent License.

Upon acquisition of the patents, the licensee will distribute any resulting proceeds to the Company, including but not limited to any royalties, license fees, settlement payments, or other proceeds generated from the licensing or assertion of the patents, in accordance with a revenue sharing agreement.

Upon acquisition

of the patents, the licensee will distribute any resulting proceeds to the Company, including but not limited to any royalties, license fees, settlement payments, or other proceeds generated from the licensing or assertion of the patents, in accordance with a revenue sharing agreement.

On July 23, 2025, the licensee exercised the acquisition option.

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In the ordinary course of business, the Company from time to time becomes involved in various legal proceedings involving a variety of matters.

The Company does not believe there are any pending legal proceedings that will have a

material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows.

The Company does not believe there are any pending legal proceedings that will have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows.

However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

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The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies.

The Company's chief operating decision maker (“CODM”) assesses performance for the reportable segment and decides how to allocate resources primarily based on net loss that is also reported on the condensed consolidated statements of comprehensive loss.

The Company's chief operating decision maker (“CODM”) assesses performance for the reportable segment and decides how to allocate resources primarily based on net (loss) income that is also reported on the condensed consolidated statements of comprehensive loss.

The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

Net loss is used to monitor budget versus actual results.

The CODM also uses net loss in competitive analysis by benchmarking to competitors.

Net (loss) income is used to monitor budget versus actual results.

The CODM also uses net (loss) income in competitive analysis by benchmarking to competitors.

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

Management has determined that Morgan Frank, Chief Executive Officer, is the CODM.

The following table sets forth our condensed consolidated statements of operations used by the CODM:

Three Months Ended March 31,

The following table sets forth the condensed consolidated statements of comprehensive (loss) income used by the CODM:

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025

(As Restated) 2026 2025

(As Restated)

Revenue $ 9,739 $ 10,054 $ 19,358 $ 19,387

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Total Other Expense, net ( 396 ) ( 887 ) ( 711 ) ( 7,606 )

Net Loss $ ( 1,439 ) $ ( 6,118 )

Net (Loss) Income Before Income Taxes ( 676 ) 551 ( 2,115 ) ( 5,567 )

Income tax expense 6 - 6 -

Net (Loss) Income $ ( 682 ) $ 551 $ ( 2,121 ) $ ( 5,567 )

At June 30, 2026 , and December 31, 2025, the Company maintained a valuation allowance on the overall net deferred tax asset, as it was deemed more likely than not the net deferred tax asset will not be realized.

At each reporting period, the Company evaluates the realizability of its deferred tax assets based on all available evidence.

Any future release of the valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net (loss) income.

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-Q

Item 1. Financial Statements