Sanuwave Health Inc (SNWV)

[Ichauway]

Securities Registration Statement (s-1)
Date : 09/23/2016 @ 5:14PM
Source : Edgar (US Regulatory)
Stock : Sanuwave Health, Inc. (QB) (SNWV)
Quote : 0.155 0.0025 (1.64%) @ 4:00PM
Securities Registration Statement (s-1)
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As filed with the Securities and Exchange Commission on September 23, 2016
Registration No. ___________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


SANUWAVE Health, Inc.
(Exact name of registrant as specified in its charter)

Nevada
3841
20-1176000
(State or other Jurisdiction
(Primary Standard Industrial
(I.R.S. Employer
of Incorporation or
Classification Code Number)
Identification No.)
Organization)



3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


Kevin A. Richardson, II
Acting Chief Executive Officer
SANUWAVE Health, Inc.
3360 Martin Farm Road, Suite 100
Suwanee, Georgia 30024
[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies of all communications, including communications sent to agent for service, should be sent to:

John C. Ethridge, Jr., Esq.
Smith, Gambrell & Russell, LLP
Promenade II, Suite 3100
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
[phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ?

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offerin g. ?





If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ?

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ?
Accelerated filer ?
Non-accelerated filer ?
Smaller reporting company ?

CALCULATION OF REGISTRATION FEE


Title of each class of securities to be registered (1)

Amount to be registered

Proposed maximum offering price per share (4)

Proposed maximum aggregate offering price

Amount of registration fee (5)

Common Stock, $0.001 par value
29,135,001 $ 0.145 $ 4,224,575.15 $ 425.41
Common Stock, $0.001 par value (2)
28,300,001 $ 0.145 $ 4,103,500.15 $ 413.22
Common Stock, $0.001 par value (3)
2,830,000 $ 0.145 $ 410,350.00 $ 41.32
Total (5)
60,265,002 $ 8,738,425.30 $ 879.96

(1) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(2) Represents shares of common stock issuable upon the exercise of the warrants.
(3) Represents shares of common stock issuable upon exercise of placement agent warrants.
(4) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the per share average of the high and low reported prices for the common stock on the Over the Counter Bulletin Board as of September 16, 2016.
( 5 ) Pursuant to the registration statement on Form S-1, SEC File No. 333-208676 which was declared effective on February 16, 2016, the registrant registered 23,545,114 shares of common stock and $4,400,000 of units and common stock underlying warrants and in connection therewith paid a registration fee of $632.76, of which $2,418,900 of such units and common stock underlying warrants remained registered and unsold. Pursuant to Rule 457(p), the registration fee associated with the unsold securities is offset from the registration fee associated with this registration statement and such unsold securities from the previous registration statement are deemed deregistered. Accordingly, the registration fee due in connection with this filing is offset by $433.26 for such deregistered securities and further offset by an additional $780.09 of unused registration fees carried forward.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 , or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.