SANUWAVE Health, Inc. Issues Non-Reliance Notification on Financial Statements; Announces Plans for Restatement

Key Points for Investors

• Non-Reliance Notification: The Audit Committee and management of SANUWAVE Health, Inc. have concluded that several previously issued financial statements should no longer be relied upon.
• Restatements Planned: The company will restate its consolidated financial statements for the year ended December 31, 2024, along with unaudited condensed consolidated financials for multiple interim periods in 2024 and 2025.
• Sales and Use Tax Liability: A historical sales and use tax liability was identified following a third-party nexus study, impacting prior periods.
• Material Financial Impact: Expect aggregate increases in reported liabilities and expenses related to taxes, interest, and penalties.
• Internal Controls Under Review: Management is assessing whether additional material weaknesses in internal controls over financial reporting exist.

Detailed Article

SANUWAVE Health, Inc. (Nasdaq: SNWV), a medical device company headquartered in Eden Prairie, MN, announced on March 13, 2026, that investors and stakeholders should no longer rely on its previously issued financial statements for certain periods. This critical update stems from the company’s discovery of a historical state sales and use tax liability, following a third-party sales and use tax nexus study conducted in preparation for the 2025 consolidated financial statements.

Financial Periods Affected

The non-reliance applies to:

• Unaudited condensed consolidated financial statements as of and for:
  • Three and nine months ended September 30, 2024
  • Three and six months ended June 30, 2024
  • Three months ended March 31, 2024
  • Three and nine months ended September 30, 2025
  • Three and six months ended June 30, 2025
  • Three months ended March 31, 2025
• Audited consolidated financial statements for the year ended December 31, 2024

These statements were previously filed with the SEC in Quarterly Reports on Form 10-Q and the Annual Report on Form 10-K, and may also have been referenced in earnings releases, investor presentations, or similar communications.

Restatement Plans and Estimated Impacts

The company plans to restate its consolidated financial statements for the year ended December 31, 2024 in its upcoming Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Restated unaudited financial information for other affected periods will also be included.

Material impacts expected:

• An aggregate increase in reported liabilities of \$4.9 million to \$5.2 million in the consolidated balance sheets as of December 31, 2025.
• An aggregate increase in previously reported expense of \$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.
• An aggregate increase in reported expense of \$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.

Internal Controls and Risk Factors

Management is actively evaluating whether the identified sales and use tax liability will result in the identification of additional material weaknesses in internal control over financial reporting. Conclusions regarding the impacts of this issue will be included in the 2025 Form 10-K, which SANUWAVE expects to file timely with the SEC.

The audit committee and management have discussed these matters with both Baker Tilly US, LLP (current independent auditor) and Marcum LLP (former independent auditor).

Forward-Looking Statements and Risks

This announcement contains forward-looking statements regarding the preparation and timing of the restated financials, ongoing review of internal controls, and financial impacts. Actual results may differ materially due to various risks and uncertainties, including the company’s future financial results, resolution of the issues disclosed, potential delays in SEC filings, and the extent of internal control weaknesses. Investors are advised to review the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in SANUWAVE’s periodic SEC filings for further risk disclosures.

Shareholder Considerations

• This is a potentially price-sensitive event. The discovery of significant tax liabilities and the need for financial restatements may affect investor confidence and share price.
• Potential for Internal Control Weaknesses: If further material weaknesses are identified, it could impact the company’s ability to accurately report financials going forward.
• Regulatory and Legal Risks: The company’s disclosures could lead to regulatory scrutiny, investor lawsuits, or other actions.
• Timeliness of Filings: SANUWAVE expects to file the 2025 Form 10-K timely, but any delay could further impact share price and investor sentiment.

Company Details

• Name: SANUWAVE Health, Inc.
• Address: 9600 W. 76th Street, Suite 118, Eden Prairie, MN 55344
• Phone: (952) 656-1029
• Trading Symbol: SNWV
• Exchange: Nasdaq Stock Market LLC
• CEO: Morgan Frank

Disclaimer: This article is based on SANUWAVE Health, Inc.’s SEC filings and public disclosures as of March 13, 2026. It contains forward-looking statements subject to risks and uncertainties. Investors should perform their own due diligence and consult financial professionals before making investment decisions. The author assumes no responsibility for any losses or damages arising from the use of this information.

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