Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2024, Sanuwave Health, Inc. (the "Company") entered into an Acknowledgment and Mutual Agreement with Kevin A. Richardson, II, a director of the Company. As previously disclosed, on May 23, 2023, Mr. Richardson entered into a Transition and Separation Agreement with the Company (the "Transition Agreement"), pursuant to which Mr. Richardson served as the Company's Chief Strategy Officer for a period of 12 months. In accordance with the terms of the Transition Agreement, Mr. Richardson's employment as the Company's Chief Strategy Officer automatically terminated on May 23, 2024, but he continued to serve as a director of the Company.
Pursuant to the Acknowledgment and Mutual Agreement, Mr. Richardson resigned as a director of the Company on November 12, 2024, and he and the Company agreed to a mutual non-disparagement covenant. The Company and Mr. Richardson also entered into an Amendment to Stock Option Agreement, pursuant to which the 66,667 options granted to Mr. Richardson on October 22, 2024 fully vested as of the effective date of the Acknowledgment and Mutual Agreement; in addition, these options will now remain outstanding and exercisable following Mr. Richardson's resignation until their expiration date of October 22, 2034.
The foregoing descriptions of the Acknowledgment and Mutual Agreement and Amendment to Stock Option Agreement do not purport to be complete and are qualified in their entirety by reference to the Acknowledgment and Mutual Agreement and Amendment to Stock Option Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.