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SANUWAVE Health Inc(SNWV) - 2024 Q1 - Quarterly Report

Financial Performance - Revenue for Q1 2024 was 5,786,000,representinga535,786,000, representing a 53% increase from 3,775,000 in Q1 2023[16] - Gross margin improved to 4,202,000inQ12024,comparedto4,202,000 in Q1 2024, compared to 2,513,000 in Q1 2023, indicating a significant enhancement in profitability[16] - Operating loss decreased to 1,050,000inQ12024from1,050,000 in Q1 2024 from 1,978,000 in Q1 2023, reflecting improved operational efficiency[16] - Net loss for Q1 2024 was 4,528,000,areductionfrom4,528,000, a reduction from 13,080,000 in Q1 2023, showing progress in financial performance[16] - Revenue for the three months ended March 31, 2024, totaled 5.8million,anincreaseof535.8 million, an increase of 53% compared to 3.8 million for the same period in 2023[70] - Net loss for the three months ended March 31, 2024, was 4.5million,or4.5 million, or 0.00 per basic and diluted share, compared to a net loss of 13.1million,or13.1 million, or 0.02 per basic and diluted share, for the same period in 2023[71] - Operating loss for the three months ended March 31, 2024, totaled 1.1million,animprovementof1.1 million, an improvement of 0.9 million compared to 2023[71] - Gross margin as a percentage of revenue improved to 73% for the three months ended March 31, 2024, compared to 67% for the same period in 2023, reflecting a 600 basis points increase[82] - The company reported a net loss of 4.5millionforthethreemonthsendedMarch31,2024,a654.5 million for the three months ended March 31, 2024, a 65% improvement from a net loss of 13.1 million in the same period of 2023[81] Assets and Liabilities - Total current assets increased to 10,831,000asofMarch31,2024,upfrom10,831,000 as of March 31, 2024, up from 9,784,000 at the end of 2023[12] - Total liabilities rose to 70,919,000asofMarch31,2024,comparedto70,919,000 as of March 31, 2024, compared to 65,594,000 at the end of 2023, indicating increased financial obligations[12] - Cash and cash equivalents at the end of Q1 2024 were 2,936,000,upfrom2,936,000, up from 1,797,000 at the end of 2023, reflecting improved liquidity[20] - As of March 31, 2024, the Company had 21.7millioninseniorsecureddebt,withacarryingvalueof21.7 million in senior secured debt, with a carrying value of 18.9 million after accounting for discounts[49] - The Company has accrued expenses totaling 6.8millionasofMarch31,2024,comparedto6.8 million as of March 31, 2024, compared to 6.0 million at the end of 2023[48] - Total Convertible Promissory Notes Payable as of March 31, 2024, amounted to 10.004million,witharemainingdebtdiscountof10.004 million, with a remaining debt discount of 3.042 million[55] Capital and Financing - The company plans to raise additional capital in 2024 primarily through a merger, which is critical for ongoing operations[29] - Management highlighted the need for substantial resources for the commercialization of UltraMIST and PACE systems, necessitating further capital[28] - The Company deferred 1.6millioninmergercostsuntiltheclosingofthemerger,whichispartoftherecapitalizationundertheMergerAgreement[36]TheMergerAgreement,enteredintoonAugust23,2023,willresultinSEPAacquiring1001.6 million in merger costs until the closing of the merger, which is part of the recapitalization under the Merger Agreement[36] - The Merger Agreement, entered into on August 23, 2023, will result in SEPA acquiring 100% of the Company's equity securities, with the Company's stockholders expected to hold approximately 69-70% of the combined company[39] - The Company issued 7,793,000 shares of Class A Common Stock as part of the Merger Consideration, allocated pro rata based on ownership after conversion of outstanding securities[40] - Management plans to obtain additional capital in 2024 primarily through the closure of the Merger, which is expected to enhance the company's capital resources[89] Expenses and Costs - General and administrative expenses rose by 0.9 million or 33% for the three months ended March 31, 2024, primarily due to severance costs and non-recurring legal settlements[83] - Research and development expenses increased by 24% for the three months ended March 31, 2024, while remaining flat at 3% of revenue[86] - Interest expense on the Senior Secured Note was 1.9millionforthethreemonthsendedMarch31,2024,comparedto1.9 million for the three months ended March 31, 2024, compared to 1.6 million for the same period in 2023[54] - Interest expense for the three months ended March 31, 2024, totaled 1.6million,comparedto1.6 million, compared to 2.3 million for the same period in 2023[55] - Other expense, net decreased by 7.6millionto7.6 million to 3.5 million for the three months ended March 31, 2024, primarily due to a decrease in the change in fair value of derivatives expense[87] Internal Controls and Compliance - The company has identified three material weaknesses in internal control over financial reporting, which could lead to material misstatements in financial statements[101] - As of March 31, 2024, the company's disclosure controls and procedures were not operating effectively, as concluded by the Chief Executive Officer and Chief Financial Officer[100] - Management is committed to remediating the identified material weaknesses and has engaged a third-party consultant to assist in designing and documenting internal controls[103] - The company plans to implement internal controls for high-risk processes throughout 2024, including hiring additional resources to segregate duties and mitigate risks[103] - The company lacks the expertise and resources to properly apply U.S. GAAP to complex transactions, which has contributed to the identified material weaknesses[106] - There have been no changes in internal control over financial reporting during the quarter ended March 31, 2024, that materially affect internal controls[107] - The company is working with an outside vendor to improve IT general controls over its enterprise resource planning system[104] - The existence of material weaknesses requires significant time and expense for remediation, which could adversely affect the company's financial reporting and stock price[105] Market and Economic Conditions - Inflation has increased expenses related to employee compensation, office space leasing, and research and development, potentially impacting the company's financial condition[97] - The company may discover additional material weaknesses that require further time and resources to remediate[103] Shareholder Impact - The company reported a significant increase in weighted average shares outstanding, rising to 1,162,250,687 in Q1 2024 from 575,028,811 in Q1 2023, indicating potential dilution for existing shareholders[16] - The Company reported a diluted net loss per share of 0.12forthethreemonthsendedMarch31,2024,comparedtoalossof0.12 for the three months ended March 31, 2024, compared to a loss of 0.10 for the same period in 2023[45] - The weighted average number of shares outstanding increased to 1,162,251 thousand shares for the three months ended March 31, 2024, up from 575,029 thousand shares in the prior year[45]