SANUWAVE Health has secured a waiver from its lenders for a potential breach of its fixed-charge coverage requirement, while accepting tighter limits on acquisitions, equity repurchases and certain other uses of capital. The changes amend the company’s existing credit agreement with JPMorgan Chase Bank as administrative agent.
The waiver applies to the fixed-charge coverage ratio for the 12 months ended September 30, 2026, which was below the level required by the agreement. The amendment also gives lenders more say over certain transactions and reduces two existing spending and borrowing allowances.
Key details
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Covenant waiver: The lenders waived any default or event of default arising from the company’s fixed-charge coverage ratio falling below the required threshold for the period ended September 30, 2026. The waiver addresses that specified covenant issue; it does not state that the underlying ratio has improved or that the requirement has been permanently changed.
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Lender approval for acquisitions: SANUWAVE must obtain written lender consent for any acquisition that qualifies as a “Permitted Acquisition” under its credit agreement, subject to exceptions in the amendment.
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Lender approval for equity repurchases: Written lender consent is also required to use restricted payments to repurchase the company’s outstanding equity, again subject to exceptions.
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Lower limits on other financing and subsidiary investments: The amount of permitted other secured indebtedness and the amount of permitted investments in subsidiaries were each reduced from $500,000 to $250,000.
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Amendment fee: The company agreed to pay a $5,000 fee.
Plain-English implications
The lenders have temporarily waived the specified coverage-ratio breach while adding approval requirements around acquisitions and equity buybacks. The reduced limits also narrow SANUWAVE’s flexibility to take on certain secured debt or make subsidiary investments without further lender accommodation.