SANUWAVE Health Inc.
03/13/2026 | Press release | Distributed by Public on 03/13/2026 14:34
Non-Reliance of Financial Report (Form 8-K)
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of the 2025 consolidated financial statements of Sanuwave Health, Inc. (the "Company"), the Company engaged a third party to conduct a sales and use tax nexus study. Management used this third party report and identified that the Company had a historical state sales and use tax liability related to prior periods. The Company is required and subject to collect and remit sales and use tax in state and local jurisdictions where it has economic and physical nexus.
As a result, on March 13, 2026, the audit committee of the board of directors of the Company, after discussion with the Company's management and with Baker Tilly US, LLP ("Baker Tilly"), the Company's independent registered public accounting firm, and Marcum LLP ("Marcum"), the Company's former independent registered public accounting firm, concluded that the following should no longer be relied upon: (a) the Company's previously issued unaudited condensed consolidated financial statements as of and for (i) the three and nine months ended September 30, 2024, (ii) the three and six months ended June 30, 2024, (iii) the three months ended March 31, 2024, (iv) the three and nine months ended September 30, 2025, (v) the three and six months ended June 30, 2025, and (vi) the three months ended March 31, 2025 and (b) the Company's previously issued audited consolidated financial statements as of and for the year ended December 31, 2024 (collectively, the "Affected Periods"), filed with the Securities and Exchange Commission (the "SEC") in the respective Quarterly Reports on Form 10-Q for such quarterly periods and in the Annual Report on Form 10-K for such year and included in any reports, related earnings releases, investor presentations or similar communications of the Company's financial results. Based on its review of the Affected Periods to date, the Company plans to restate its consolidated financial statements for the year ended December 31, 2024 in its Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"). Additionally, the 2025 Form 10-K will include restated unaudited financial information for the other Affected Periods.
In addition, the Company's management is in the process of evaluating whether the matter discussed above will result in the identification of additional material weaknesses in the Company's internal control over financial reporting. Management's conclusions regarding the impacts of the matter discussed above on the Company's internal control over financial reporting will be included in the 2025 Form 10-K, which the Company expects to timely file with the SEC.
While the Company's review is ongoing, at the time of filing this Current Report on Form 8-K, the Company expects to record (i) an aggregate increase in reported liabilities of between $4.9 million to $5.2 million in the consolidated balance sheets as of December 31, 2025 and (ii) an aggregate increase in previously reported expense of between $1.6 million to $1.8 million, including taxes, interest and penalties, in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2024 and (iii) an aggregate increase in reported expense of between $1.7 million to $1.9 million, including taxes, interest and penalties, in the consolidated statements of comprehensive income (loss) for the year ended December 31, 2025.
The audit committee and the Company's management have discussed the matters disclosed in this Current Report on Form 8-K with Baker Tilly and Marcum.
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