Restatement of Previously Issued Interim Condensed Consolidated Financial Statements | 3. Restatement of Previously Issued Financial Statements During the preparation of this Annual Report on Form 10-K, the Company determined that it had not appropriately accounted for certain transactions under US GAAP. These transactions included shares issued for services, which caused general and administrative expense to be understated, and the sale of assets under a financing agreement, which a gain on sale was recognized and overstated. Also, during the preparation of this Annual Report on Form 10-K it was discovered that certain vendor invoices were not properly recorded, causing general and administrative expense to be understated in prior periods, interest calculation on senior debt, which caused interest expense to be understated, and an inventory adjustment was posted improperly, which caused cost of revenues to be understated. 22. Restatement of Previously Issued Interim Condensed Consolidated Financial Statements The following tables present the impact of the restatement adjustments disclosed in Note 3 – Restatement of Previously Issued Financial Statements, to the previously reported financial information as of and for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022. Restated Statements of Stockholders’ Equity are not presented as all impacted items on those statements, Net Income (Loss), Accumulated deficit, and Total stockholders’ equity, are presented within the following tables. SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 2022 (In thousands, except share data) Previously Reported Adjustments Restated ASSETS Current Assets: Cash $ 313 $ - $ 313 Accounts receivable, net of allowance of $ 785 1,730 - 1,730 Inventory 1,001 - 1,001 Prepaid expenses and other current assets 365 - 365 Total Current Assets $ 3,409 $ - $ 3,409 Property, Equipment, net 315 - 315 Right of use assets, net 259 - 259 Other Intangible Assets, net 5,665 - 5,665 Goodwill 7,260 - 7,260 Other assets 106 - 106 Total Assets $ 17,014 $ - $ 17,014 LIABILITIES Current Liabilities: Senior secured promissory note payable, in default $ 11,894 $ - $ 11,894 Convertible promissory notes payable, in default 10,532 - 10,532 Convertible promissory notes, related parties, in default 1,596 - 1,596 Advances on future cash receipts 416 - 416 Accounts payable 6,696 64 6,760 Accrued expenses 4,916 554 5,470 Accrued employee compensation 3,623 - 3,623 Due under factoring agreement 1,231 - 1,231 Warrant liability 8,300 - 8,300 Current portion of SBA loans 226 - 226 Accrued interest 3,072 60 3,132 Accrued interest, related parties 345 - 345 Current portion of lease liabilities 268 - 268 Current portion of contract liabilities 58 - 58 Other 58 - 58 Total Current Liabilities $ 53,231 $ 678 $ 53,909 Non-current Liabilities SBA loans $ 807 $ - $ 807 Lease liabilities 34 - 34 Contract liabilities 303 - 303 Deferred tax liability 28 - 28 Total Non-current Liabilities $ 1,172 $ - $ 1,172 Total Liabilities $ 54,403 $ 678 $ 55,081 STOCKHOLDERS’ DEFICIT Preferred Stock $ - $ - $ - Common Stock 517 - 517 Additional Paid-in Capital 150,533 - 150,533 Accumulated Deficit (188,372 ) (678 ) (189,050 ) Accumulated Other Comprehensive Loss (67 ) - (67 ) Total Stockholders’ Deficit $ (37,389 ) $ (678 ) $ (38,067 ) Total Liabilities and Stockholders’ Deficit $ 17,014 $ - $ 17,014 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (In thousands except share data) Three Months Ended March 31, 2022 Previously Reported Adjustments Restated Revenues: Accessory and parts revenue $ 2,192 $ - $ 2,192 Product 645 - 645 Rental Income 343 - 343 License fees and other 15 - 15 Total Revenue 3,195 - 3,195 Cost of Revenues 889 - 889 Gross Margin $ 2,306 $ - $ 2,306 Operating Expenses: General and administrative 2,141 64 2,205 Selling and marketing 1,715 - 1,715 Research and development 166 - 166 Gain on disposal of assets (554 ) 554 - Depreciation and amortization 176 - 176 Total Operating Expenses 3,644 618 4,262 Operating Loss $ (1,338 ) $ (618 ) $ (1,956 ) Other Income (Expense): Interest expense (3,076 ) (60 ) (3,136 ) Interest expense, related party (56 ) - (56 ) Change in fair value of derivative liabilities 3,482 - 3,482 Loss on issuance of debt (3,434 ) - (3,434 ) Gain / (loss) on foreign currency exchange (1 ) - (1 ) Other Expense, net (3,085 ) (60 ) (3,145 ) Net Loss before Income Taxes $ (4,423 ) $ (678 ) $ (5,101 ) Provision for Income Taxes - - - Net Loss $ (4,423 ) $ (678 ) $ (5,101 ) Other Comprehensive Loss Foreign currency translation adjustments - - - Total Comprehensive Loss $ (4,423 ) $ (678 ) $ (5,101 ) Loss per Share: Net loss per share, basic and diluted $ (0.01 ) $ - $ (0.01 ) Weighted average shares outstanding, basic and diluted 525,414,534 - 525,414,534 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Three Months Ended March 31, 2022 Previously Reported Adjustment Restated Cash Flows - Operating Activities: Net loss $ (4,423 ) $ (678 ) $ (5,101 ) Adjustments to reconcile net loss to net cash used by operating activities Amortization of intangibles 176 - 176 Depreciation 15 - 15 Change in fair value of derivative liabilities (3,482 ) - (3,482 ) Loss on issuance of debt 3,434 - 3,434 Amortization of debt issuance costs and original issue discount 889 - 889 Accrued interest 551 60 611 Interest payable, related parties 56 - 56 Changes in operating assets and liabilities Accounts receivable - trade 804 - 804 Inventory 39 - 39 Prepaid expenses (39 ) - (39 ) Other assets 43 - 43 Operating leases - - - Accounts payable (930 ) 64 (866 ) Accrued expenses 439 554 993 Accrued employee compensation (549 ) - (549 ) Contract liabilities (155 ) - (155 ) Net Cash Used by Operating Activities (3,132 ) - (3,132 ) Cash Flows - Investing Activities Disposition of property and equipment 360 - 360 Net Cash Flows Provided by (Used in) Investing Activities 360 - 360 Cash Flows - Financing Activities Proceeds from senior promissory notes 2,940 - 2,940 Payments for factoring (505 ) - (505 ) Proceeds from warrant exercises 100 - 100 Payments of principal on finance leases (65 ) - (65 ) Net Cash Flows Provided by Financing Activities 2,470 - 2,470 Effect of Exchange Rates on Cash (4 ) - (4 ) Net Change in Cash During Period (306 ) - (306 ) Cash at Beginning of Period 619 - 619 Cash at End of Period $ 313 $ - $ 313 Supplemental Information: Cash paid for interest $ 574 $ - $ 574 Non-cash Investing and Financing Activities: Reclassification of warrant liability due to cashless warrant exercise $ 2,167 $ - $ 2,167 Warrants issued in conjunction with senior secured promissory note payable 2,654 - 2,654 Common shares issued in conjunction with senior secured promissory note payable 3,720 - 3,720 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2022 (In thousands, except share data) Previously Reported Adjustments Restated ASSETS Current Assets: Cash $ 1,484 $ - $ 1,484 Accounts receivable, net of allowance for doubtful accounts of $ 0.8 1,749 - 1,749 Inventory 925 - 925 Prepaid expenses and other current assets 1,181 (781 ) 400 Total Current Assets $ 5,339 $ (781 ) $ 4,558 Property, Equipment and Other, net 535 - 535 Other Intangible Assets, net 5,489 - 5,489 Goodwill 7,260 - 7,260 Total Assets $ 18,623 $ (781 ) $ 17,842 LIABILITIES Current Liabilities: Senior secured promissory note payable, in default $ 12,334 $ - $ 12,334 Convertible promissory notes payable, in default 6,523 - 6,523 Convertible promissory notes, related parties, in default 1,596 - 1,596 Short-term loans 1,484 - 1,484 Advances on future cash receipts 398 - 398 Accounts payable 7,083 76 7,159 Accrued expenses 5,900 741 6,641 Accrued employee compensation 4,264 - 4,264 Due under factoring agreement 1,792 - 1,792 Warrant liability 5,295 - 5,295 Current portion of SBA loans 272 - 272 Accrued interest 3,600 137 3,737 Accrued interest, related parties 402 - 402 Current portion of lease liabilities 185 - 185 Current portion of contract liabilities 64 - 64 Other 107 - 107 Total Current Liabilities $ 51,299 $ 954 $ 52,253 Non-current Liabilities SBA loans $ 761 $ - $ 761 Lease liabilities 40 - 40 Contract liabilities 295 - 295 Deferred tax liability 28 - 28 Total Non-current Liabilities $ 1,124 $ - $ 1,124 Total Liabilities $ 52,423 $ 954 $ 53,377 STOCKHOLDERS’ DEFICIT Preferred Stock $ - $ - $ - Common Stock 529 - 529 Additional Paid-in Capital 151,409 - 151,409 Accumulated Deficit (185,671 ) (1,735 ) (187,406 ) Accumulated Other Comprehensive Loss (67 ) (67 ) Total Stockholders’ Deficit $ (33,800 ) $ (1,735 ) $ (35,535 ) Total Liabilities and Stockholders’ Deficit $ 18,623 $ (781 ) $ 17,842 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (In thousands except share data) Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Previously Reported Adj. Restated Previously Reported Adj. Restated Revenues: Accessory and parts revenue $ 2,663 $ - $ 2,663 $ 4,854 $ - $ 4,854 Product 862 - 862 1,507 - 1,507 Rental Income 344 - 344 688 - 688 License fees and other 13 - 13 28 - 28 Total Revenue 3,882 - 3,882 7,077 - 7,077 Cost of Revenues 1,096 - 1,096 1,986 - 1,986 Gross Margin $ 2,786 $ - $ 2,786 $ 5,091 $ - $ 5,091 Operating Expenses: General and administrative 2,937 793 3,730 5,078 857 5,935 Selling and marketing 1,672 - 1,672 3,387 - 3,387 Research and development 171 - 171 337 - 337 Gain on disposal of assets (136 ) 187 51 (690 ) 741 51 Depreciation and amortization 210 - 210 386 - 386 Total Operating Expenses 4,854 980 5,834 8,498 1,598 10,096 Operating Loss $ (2,068 ) $ (980 ) $ (3,048 ) $ (3,407 ) $ (1,598 ) $ (5,005 ) Other Income (Expense): Interest expense (2,826 ) (77 ) (2,903 ) (5,903 ) (137 ) (6,040 ) Interest expense, related party (56 ) - (56 ) (112 ) - (112 ) Change in fair value of derivative liabilities 7,861 - 7,861 11,343 - 11,343 Loss on issuance of debt - - - (3,434 ) - (3,434 ) Loss on extinguishment of debt (211 ) - (211 ) (211 ) - (211 ) Gain / (loss) on foreign currency exchange 2 - 2 2 - 2 Other Income (Expense), net 4,770 (77 ) 4,693 1,685 (137 ) 1,548 Net Income (loss) before Income Taxes $ 2,702 $ (1,057 ) $ 1,645 $ (1,722 ) $ (1,735 ) $ (3,457 ) Provision for Income Taxes - - - - - - Net Income (loss) $ 2,702 $ (1,057 ) $ 1,645 $ (1,722 ) $ (1,735 ) $ (3,457 ) Other Comprehensive Income (Loss) Foreign currency translation adjustments - - - - - - Total Comprehensive Income (Loss) $ 2,702 $ (1,057 ) $ 1,645 $ (1,722 ) $ (1,735 ) $ (3,457 ) Gain (loss) per Share: Basic $ 0.01 $ (0.01 ) $ - $ - $ (0.01 ) $ (0.01 ) Diluted $ - $ - $ - (0.01 ) $ (0.01) Weighted average shares outstanding; Basic and Diluted Basic 538,560,051 - 538,560,051 532,589,825 - 532,589,825 Diluted 871,984,091 - 871,984,091 532,589,825 - 532,589,825 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Six Months Ended June 30, 2022 Previously Reported Adjustment Restated Cash Flows - Operating Activities: Net loss $ (1,722 ) $ (1,735 ) $ (3,457 ) Adjustments to reconcile net loss to net cash used by operating activities Amortization of intangibles 352 - 352 Depreciation 94 - 94 Bad debt expense 52 - 52 Income tax expense - - - Shares issued for service 888 - 888 Loss in extinguishment of debt 211 - 211 Gain on sale of property and equipment, net (541 ) 541 - Change in fair value of derivative liabilities (11,343 ) - (11,343 ) Loss on issuance of debt 3,434 - 3,434 Amortization of debt issuance costs and original issue discount 1,304 - 1,304 Accrued interest 1,078 137 1,215 Interest payable, related parties 112 - 112 Changes in operating assets and liabilities Accounts receivable - trade 733 - 733 Inventory 115 - 115 Prepaid expenses (855 ) 781 (74 ) Other assets 47 - 47 Accounts payable (562 ) 76 (486 ) Accrued expenses 1,407 200 1,607 Accrued employee compensation 103 - 103 Contract liabilities (108 ) - (108 ) Net Cash Used by Operating Activities (5,201 ) - (5,201 ) Cash Flows - Investing Activities Proceeds from sale of property and equipment 948 - 948 Net Cash Flows Used in Investing Activities 948 - 948 Cash Flows - Financing Activities Proceeds from senior promissory notes 2,940 - 2,940 Proceeds from short term notes 2,130 - 2,130 Proceeds from factoring 55 - 55 Proceeds from warrant exercises 100 - 100 Payments of principal on finance leases (121 ) - (121 ) Proceeds from related party advances - - - Net Cash Flows Provided by Financing Activities 5,104 - 5,104 Effect of Exchange Rates on Cash 14 - 14 Net Change in Cash During Period 865 - 865 Cash at Beginning of Period 619 - 619 Cash at End of Period $ 1,484 $ - $ 1,484 Supplemental Information: Cash paid for interest $ 2,045 $ - $ 2,045 Non-cash Investing and Financing Activities: Reclassification of warrant liability due to cashless warrant exercise 2,167 - 2,167 Warrants issued in conjunction with senior secured promissory note payable 2,654 - 2,654 Common shares issued in conjunction with senior secured promissory note payable 3,720 - 3,720 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, 2022 (In thousands, except share data) Previously Reported Adjustments Restated ASSETS Cash $ 1,112 $ - $ 1,112 Accounts receivable, net of allowance of $ 0.8 2,403 - 2,403 Inventory 1,413 (551 ) 862 Prepaid expenses and other current assets 1,935 (781 ) 1,154 Total Current Assets $ 6,863 $ (1,332 ) $ 5,531 Property and Equipment and Other, net 673 - 673 Other Intangible Assets, net 5,313 - 5,313 Goodwill 7,260 - 7,260 Total Assets $ 20,109 $ (1,332 ) $ 18,777 LIABILITIES Current Liabilities: Senior secured promissory note payable, in default $ 12,773 $ - $ 12,773 Convertible promissory notes payable, in default 13,174 - 13,174 Convertible promissory notes, related parties, in default 5,858 - 5,858 Advances on future cash receipts 194 - 194 Accounts payable 5,055 170 5,225 Accrued expenses 4,100 741 4,841 Accrued employee compensation 3,792 - 3,792 Due under factoring agreement 1,510 - 1,510 Warrant liability 1,196 - 1,196 Accrued interest 3,988 218 4,206 Accrued interest, related parties 546 - 546 Current portion of lease and contract liabilities 249 - 249 Other 30 - 30 Total Current Liabilities $ 52,465 $ 1,129 $ 53,594 Non-current Liabilities SBA loans $ - $ - $ - Lease liabilities 263 - 263 Contract liabilities 205 - 205 Deferred tax liability 28 - 28 Total Non-current Liabilities $ 496 $ - $ 496 Total Liabilities $ 52,961 $ 1,129 $ 54,090 STOCKHOLDERS’ DEFICIT Preferred Stock $ - $ - $ - Common Stock 549 - 549 Additional Paid-in Capital 152,750 - 152,750 Accumulated Deficit (186,084 ) (2,461 ) (188,545 ) Accumulated Other Comprehensive Loss (67 ) - (67 ) Total Stockholders’ Deficit $ (32,852 ) $ (2,461 ) $ (35,313 ) Total Liabilities and Stockholders’ Deficit $ 20,109 $ (1,332 ) $ 18,777 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (In thousands except share data) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Previously Reported Adj. Restated Previously Reported Adj. Restated Revenues: Accessory and parts revenue $ 3,012 $ - $ 3,012 $ 7,866 $ - $ 7,866 Product 902 - 902 2,408 - 2,408 Rental Income 247 - 247 935 - 935 License fees and other 5 - 5 33 - 33 Total Revenue 4,166 - 4,166 11,242 - 11,242 Cost of Revenues 606 551 1,157 2,590 551 3,141 Gross Margin $ 3,560 $ (551 ) $ 3,009 $ 8,652 $ (551 ) $ 8,101 Operating Expenses: General and administrative 3,404 94 3,498 8,482 951 9,433 Selling and marketing 1,650 - 1,650 5,037 - 5,037 Research and development 157 - 157 494 - 494 Gain on disposal of assets - - - (690 ) 741 51 Depreciation and amortization 189 - 189 575 - 575 Total Operating Expenses 5,400 94 5,494 13,898 1,692 15,590 Operating Loss $ (1,840 ) $ (645 ) $ (2,485 ) $ (5,246 ) $ (2,243 ) $ (7,489 ) Other Income (Expense): Interest expense (3,301 ) (81 ) (3,382 ) (9,203 ) (218 ) (9,421 ) Interest expense, related party (439 ) - (439 ) (551 ) - (551 ) Change in fair value of derivative liabilities 5,252 - 5,252 16,597 - 16,597 Loss on issuance of debt - - - (3,434 ) - (3,434 ) Loss on extinguishment of debt (86 ) - (86 ) (297 ) - (297 ) Gain / (loss) on foreign currency exchange 1 - 1 (1 ) - (1 ) Other Income (Expense), net 1,427 (81 ) 1,346 3,111 (218 ) 2,893 Net Loss before Income Taxes $ (413 ) $ (726 ) $ (1,139 ) $ (2,135 ) $ (2,461 ) $ (4,596 ) Provision for Income Taxes - - - - - - Net Income (loss) $ (413 ) $ (726 ) $ (1,139 ) $ (2,135 ) $ (2,461 ) $ (4,596 ) Other Comprehensive Income (Loss) Foreign currency translation adjustments - - - - - - Total Comprehensive Income (Loss) $ (413 ) $ (726 ) $ (1,139 ) $ (2,135 ) $ (2,461 ) $ (4,596 ) Loss per Share: Basic and Diluted $ (0.00 ) $ - $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 ) Weighted average shares outstanding, basic and diluted 561,069,625 - 561,069,625 542,484,779 - 542,484,779 SANUWAVE HEALTH, INC. AND SUBSIDIARIES RESTATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands) Nine Months Ended September 30, 2022 Previously Reported Adjustment Restated Cash Flows - Operating Activities: Net loss $ (2,135 ) $ (2,461 ) $ (4,596 ) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and Amortization 681 - 681 Bad debt expense 62 - 62 Shares issued for service 888 - 888 Loss on extinguishment of debt 297 - 297 Gain on sale of property and equipment, net (690 ) 741 51 Change in fair value of derivative liabilities (16,597 ) - (16,597 ) Loss on issuance of debt 3,434 - 3,434 Amortization of debt issuance costs and original issue discount 2,998 - 2,998 Accrued interest 1,618 218 1,836 Interest payable, related parties 168 - 168 Changes in operating assets and liabilities Accounts receivable - trade 69 - 69 Inventory (373 ) 551 178 Prepaid expenses and other assets (1,437 ) 781 (656 ) Accounts payable (1,863 ) 170 (1,693 ) Accrued expenses 271 - 271 Accrued employee compensation (473 ) - (473 ) Contract liabilities (94 ) - (94 ) Net Cash Used by Operating Activities (13,176 ) - (13,176 ) Cash Flows - Investing Activities Disposition of property and equipment 1,022 - 1,022 Net Cash Flows Provided by (Used in) Investing Activities 1,022 - 1,022 Cash Flows - Financing Activities Proceeds from senior promissory notes 2,940 - 2,940 Proceeds from convertible promissory notes 12,366 - 12,366 Proceeds from short term notes 640 - 640 Payments for factoring (227 ) - (227 ) Proceeds from warrant exercises 100 - 100 Payments of principal on finance leases (174 ) - (174 ) Payments of principal on convertible promissory notes and SBA loans (2,981 ) - (2,981 ) Net Cash Flows Provided by Financing Activities 12,664 - 12,664 Effect of Exchange Rates on Cash (17 ) - (17 ) Net Change in Cash During Period 493 - 493 Cash at Beginning of Period 619 - 619 Cash at End of Period $ 1,112 $ - $ 1,112 Supplemental Information: Cash paid for interest $ 3,345 $ - $ 3,345 Non-cash Investing and Financing Activities: Reclassification of warrant liability due to cashless warrant exercise $ 2,166 $ - $ 2,166 Settlement of debt and warrants with stock 1,361 - 1,361 Warrants issued in conjunction with senior secured promissory note payable 2,654 - 2,654 Common shares issued in conjunction with senior secured promissory note payable 3,720 - 3,720 Embedded conversion option with issuances of convertible debt 2,309 - 2,309 Working capital balances refinanced into Convertible notes payable 2,273 - 2,273 Warrant issuance in conjunction with convertible debt 1,463 - 1,463 |