UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
| | | | | | | | |
| SANUWAVE Health, Inc. |
| (Exact name of registrant as specified in its charter) |
|
| Nevada |
| 20-1176000 |
| (State or other jurisdiction of incorporation) |
| (I.R.S. Employer Identification No.) |
|
| 11495 Valley View Road, Eden Prairie, Minnesota | 55344 |
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class to be so registered |
| Name of each exchange on which each class is to be registered |
| Common stock, par value $0.001 per share |
| The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
EXPLANATORY NOTE
SANUWAVE Health, Inc., a Nevada corporation (the “Company”), is filing this Form 8-A in connection with the transfer of the listing of its common stock, par value $0.001 per share (the “Common Stock”), from the OTCQB market of the OTC Markets Group, Inc. (the “OTCQB”) to The Nasdaq Stock Market LLC (“Nasdaq”). The Company expects the listing and trading of its Common Stock on the OTCQB to cease on the close of trading on March 6, 2025, and that listing will be effective and trading of its Common Stock will begin on Nasdaq at market open on March 7, 2025.
Item 1. Description of Registrant’s Securities to be Registered.
The description of the Common Stock of the Company included in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 21, 2024, is incorporated herein by reference, except that the reference to the OTCQB included therein is hereby amended to refer to Nasdaq.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Company are listed on Nasdaq and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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| | SANUWAVE HEALTH, INC. | |
| | | | |
| Dated: March 6, 2025 | By: | /s/ Peter Sorensen | |
| | Name: | Peter Sorensen | |
| | Title: | Chief Financial Officer | |
