Q4 2025 revenues were
Full year 2025 revenues were
Q4 2025 gross margin was 74.7%, versus 77.9% in Q4 2024 and 77.6% in Q3 2025.
Full year 2025 gross margin was 77.1% versus 75.2% in 2024.
GAAP Operating Income was
Company provides guidance for revenues of
Q4 2025 ended
- Revenue for the three months ended
December 31, 2025 , totaled$13.4 million , an increase of 29.7%, as compared to$10.3 million for the same period of 2024. This growth is consistent with guidance of$13-14 million for the quarter. - 255 UltraMist® systems were sold in Q4 2025 up from 135 in Q4 2024 and from 155 in Q3 2025.
- UltraMist® consumables revenue increased by 10.6% to
$6.5 million in Q4 2025, versus$5.9 million for the same quarter last year. Consumables revenue represented 48.7% of overall revenues in Q4 2025. UltraMIST systems and consumables remained the primary revenue growth driver for the Company and represented approximately 100% of Sanuwave’s overall revenues in Q4 2025. - Gross margin as a percentage of revenue amounted to 74.7% for the three months ended
December 31, 2025 , versus 77.9% for the same period last year. Cost of revenues included a$486 thousand write-off of PACE inventory associated with the sunsetting of that product line. Absent this charge, gross margin would have been 78.3%. - For the three months ended
December 31, 2025 , operating income totaled$2.0 million , no change, compared to Q4 2024. Q4 2025 included the inventory write off of$486 thousand which affected cost of revenues and a sales tax expense of$479 thousand which increased general and administrative expenses. Absent these charges, operating income would have been$3.0 million . - Net income for the fourth quarter of 2025 was
$7.7 million , driven predominantly by the change in the fair value of derivative liabilities. This compares to a net loss of$13.3 million in the fourth quarter of 2024 which was primarily driven by the change in the fair value of derivative liabilities, valuation adjustments resulting from the share and warrant exchange, and the extinguishment of debt. - Adjusted EBITDA [1] for the three months ended
December 31, 2025 , was$4.8 million versus Adjusted EBITDA of$3.7 million for the same period last year, an improvement of$1.1 million .
Full year 2025 ended
- Revenue for the year ended
December 31, 2025 , totaled$44.1 million , an increase of 35.0%, as compared to$32.6 million for the same period of 2024. This growth was in line with full year guidance of growth of 35-39% year on year. - 624 UltraMist® systems were sold in 2025 up from 374 in 2024.
- UltraMist® consumables revenue increased by 27.4% to
$25.5 million (58.0% of revenues) in 2025, versus$20.1 million for the same period last year. UltraMIST systems and consumables remained the primary revenue growth driver and continued to represent over 99% of Sanuwave’s overall revenues in 2025. - Gross margin as a percentage of revenue amounted to 77.1% for the year ended
December 31, 2025 , versus 75.2% for the same period last year. - For the year ended
December 31, 2025 , operating income totaled$4.9 million , an increase of$1.1 million compared to 2024 as a result of the Company’s continued efforts to drive profitable growth and manage expenses. - Net income for 2025 was
$11.8 million , driven predominantly by the change in the fair value of derivative liabilities, other income, and increased operating profit. This compares to a net loss of$33.1 million in 2024 which was primarily driven by the change in the fair value of derivative liabilities. - Adjusted EBITDA [1] for the twelve months ended
December 31, 2025 , was$13.6 million versus Adjusted EBITDA of$7.2 million for the same period last year, an improvement of$6.5 million .
“We’re pleased to be, once more, announcing an all-time record quarter for
Financial Outlook
The Company forecasts Q1 2026 revenue of
As previously announced, a business update will occur via conference call on
Telephone access to the call will be available by dialing the following numbers:
Toll Free:1-800-343-4136
Toll/International: 1-203-518-9843
Conference ID:
OR click the link for instant telephone access to the event.
https://viavid.webcasts.com/starthere.jsp?ei=1753775&tp_key=6ca0a4cd2b
A replay will be made available through
Toll-Free: 1-844-512-2921
Toll/International: 1-412-317-6671
Replay Access ID: 1161147
[1] This is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” and the reconciliations in this release for further information.
About
Non-GAAP Financial Measures
This press release includes certain financial measures that are not presented in our financial statements prepared in accordance with accounting principles generally accepted in
The Company uses Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted EBITDA, Adjusted Gross Margin Percentage and Adjusted Operating Income to assess its operating performance. Adjusted EBITDA is Earnings before Interest, Taxes, Depreciation and Amortization adjusted for the change in fair value of derivatives and any significant non-cash or infrequent charges. Adjusted Gross Margin Percentage is gross margin percentage adjusted for inventory write-off. Adjusted Operating Income is operating income adjusted for inventory write-off, sales tax expense and release of historical accrual. EBITDA, Adjusted EBITDA, Adjusted Gross Margin Percentage and Adjusted Operating Income should not be considered as alternatives to net income (loss), gross margin percentage or operating income, as applicable, as a measure of financial performance or any other performance measure derived in accordance with
EBITDA, Adjusted EBITDA, Adjusted Gross Margin Percentage and Adjusted Operating Income have their limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under
- Do not reflect every expenditure, future requirements for capital expenditures or contractual commitments.
- Do not reflect all changes in our working capital needs.
- Do not reflect interest expense, or the amount necessary to service our outstanding debt.
As presented in the
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future financial results, production expectations, plans for future business development activities and expectations regarding the impact of changes in tariff rates. Forward-looking statements include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, its directors or its officers. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control. Actual results may differ materially from those projected in the forward-looking statements. Among the key risks, assumptions and factors that may affect operating results, performance and financial condition are risks associated with regulatory oversight, the Company’s ability to manage its capital resources, competition and the other factors discussed in detail in the Company’s periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement.
Contact: investors@sanuwave.com
| SELECTED FINANCIAL DATA | |||||||||
| FOR THE QUARTERS ENDED | |||||||||
| (in thousands) | 2025 | 2024 (As Restated) | |||||||
| Revenue | $ | 13,394 | $ | 10,326 | |||||
| Cost of Revenues | 3,392 | 2,285 | |||||||
| Gross Margin | 10,002 | 8,041 | |||||||
| Gross Margin % | 74.7 | % | 77.9 | % | |||||
| Total operating expenses | 7,999 | 6,029 | |||||||
| Operating Income | $ | 2,003 | $ | 2,012 | |||||
| Total other income (expense) | 5,775 | (15,291 | ) | ||||||
| Net Income (Loss) Before Income Taxes | $ | 7,778 | $ | (13,279 | ) | ||||
| Income tax expense | 86 | 27 | |||||||
| Net Income (Loss) | $ | 7,692 | $ | (13,306 | ) | ||||
| NON-GAAP ADJUSTED EBITDA | |||||||
| Three Months Ended | |||||||
| (in thousands) | 2025 | 2024 (As Restated) | |||||
| Net Income (Loss) | $ | 7,692 | $ | (13,306 | ) | ||
| Non-GAAP Adjustments: | |||||||
| Interest expense | 603 | 2,681 | |||||
| Depreciation and amortization | 363 | 409 | |||||
| EBITDA | 8,658 | (10,216 | ) | ||||
| Non-GAAP Adjustments for Adjusted EBITDA: | |||||||
| Change in fair value of derivative liabilities | (5,921 | ) | 13,780 | ||||
| Other non-cash or infrequent charges: | |||||||
| Stock-based compensation | 1,337 | 1,514 | |||||
| Loss (Gain) on extinguishment of debt | - | (1,121 | ) | ||||
| Severance agreement and legal settlement | 89 | 156 | |||||
| Release of historical accrued expenses | - | (968 | ) | ||||
| State & local sales tax1 | 479 | 510 | |||||
| Sale and disposal of PACE product line2 | 123 | - | |||||
| Adjusted EBITDA | $ | 4,765 | $ | 3,655 | |||
1 The charges represent a non-recurring state and local sales tax expense related to the restatement of prior period financial statements.
2 The charges represent the net amount of proceeds received of
| NON-GAAP ADJUSTED EBITDA | |||||||
| For the Years Ended | |||||||
| (in thousands) | 2025 | 2024 (As Restated) | |||||
| Net Income (Loss) | $ | 11,813 | $ | (33,083 | ) | ||
| Non-GAAP Adjustments: | |||||||
| Interest expense | 6,246 | 13,779 | |||||
| Depreciation and amortization | 1,265 | 1,145 | |||||
| EBITDA | $ | 19,324 | $ | (18,159 | ) | ||
| Non-GAAP Adjustments for Adjusted EBITDA: | |||||||
| Change in fair value of derivative liabilities | (8,107 | ) | 31,413 | ||||
| Other non-cash or infrequent charges: | |||||||
| Stock-based compensation | 4,850 | 1,514 | |||||
| Loss (Gain) on extinguishment of debt | 477 | (6,326 | ) | ||||
| Loss on impairment of assets | 196 | - | |||||
| Severance agreement and legal settlement | 202 | 741 | |||||
| Release of historical accrued expenses | - | (1,547 | ) | ||||
| Gain on license and option agreement | (5,000 | ) | (2,500 | ) | |||
| Prepaid legal fees expensed from termination of Merger Agreement | - | 457 | |||||
| State & local sales tax1 | 1,567 | 1,569 | |||||
| Sale and disposal of PACE product line2 | 123 | - | |||||
| Adjusted EBITDA | $ | 13,632 | $ | 7,162 | |||
1 The charges represent a non-recurring state and local sales tax expense related to the restatement of prior period financial statements.
2 The charges represent the net amount of proceeds received of
| Adjusted Gross Margin and Adjusted Operating Income | |||||||||
| Three Months Ended | Change | ||||||||
| (In millions) | 2025 | 2024 | |||||||
| Gross Margin % | 74.7 | % | 77.9 | % | (320) bp | ||||
| Inventory write-off | $ | 0.5 | $ | - | |||||
| Adjusted Gross Margin % | 78.3 | % | 77.9 | % | 40 bp | ||||
| Operating Income | $ | 2.0 | $ | 2.0 | -% | ||||
| Inventory write-off | 0.5 | - | |||||||
| Sales Tax Expense | 0.5 | 0.5 | |||||||
| Release of historical accrual | - | (0.9 | ) | ||||||
| Adjusted Operating Income | $ | 3.0 | $ | 1.6 | 88% | ||||
| CONSOLIDATED BALANCE SHEETS | |||||||
| (In thousands, except share data) | 2025 | 2024 (As Restated) | |||||
| ASSETS | |||||||
| Current Assets: | |||||||
| Cash and cash equivalents | $ | 11,959 | $ | 10,237 | |||
| Accounts receivable, net of allowance of | 5,422 | 3,329 | |||||
| Inventory | 5,934 | 4,149 | |||||
| Prepaid expenses and other current assets | 1,312 | 682 | |||||
| Total Current Assets | 24,627 | 18,397 | |||||
| Non-Current Assets: | |||||||
| Property and equipment, net | 1,972 | 303 | |||||
| Right of use assets, net | 390 | 429 | |||||
| Intangible assets, net | 3,026 | 3,730 | |||||
| 7,260 | 7,260 | ||||||
| Secured revolving credit facility debt issuance costs, net | 68 | - | |||||
| Total Non-Current Assets | 12,716 | 11,722 | |||||
| Total Assets | $ | 37,343 | $ | 30,119 | |||
| LIABILITIES | |||||||
| Current Liabilities: | |||||||
| Current portion of secured term loan | $ | 5,638 | $ | - | |||
| Senior secured debt | - | 25,305 | |||||
| Accounts payable | 3,251 | 3,728 | |||||
| Accrued expenses | 8,382 | 7,756 | |||||
| Warrant liability | - | 8,107 | |||||
| Current portion of operating lease liabilities | 157 | 126 | |||||
| Current portion of finance lease liabilities | - | 175 | |||||
| Current portion of contract liabilities | 388 | 193 | |||||
| Accrued interest | 24 | - | |||||
| Other | 7 | 33 | |||||
| Total Current Liabilities | 17,847 | 45,423 | |||||
| Non-Current Liabilities: | |||||||
| Secured term loan, net of current portion and debt issuance costs | 15,667 | - | |||||
| Secured revolving credit facility | 655 | - | |||||
| Operating lease liabilities, less current portion | 854 | 125 | |||||
| Finance lease liabilities, less current portion | - | 66 | |||||
| Contract liabilities, less current portion | 701 | 300 | |||||
| Total Non-Current Liabilities | 17,877 | 491 | |||||
| Total Liabilities | 35,724 | 45,914 | |||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | |||||||
| Preferred stock, par value | - | - | |||||
| Common stock, par value | 9 | 9 | |||||
| Additional paid-in capital | 244,285 | 238,685 | |||||
| Accumulated deficit | (242,685 | ) | (254,499 | ) | |||
| Accumulated other comprehensive loss | 10 | 10 | |||||
| Total Stockholders’ Equity (Deficit) | 1,619 | (15,795 | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | 37,343 | $ | 30,119 | |||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||||||
| (In thousands, except share and per share data) | Years ended | ||||||
| 2025 | 2024 (As Restated) | ||||||
| Revenue | $ | 44,051 | $ | 32,634 | |||
| Cost of revenues | 10,082 | 8,084 | |||||
| Gross Margin | 33,969 | 24,550 | |||||
| Operating Expenses: | |||||||
| General and administrative | 19,372 | 12,917 | |||||
| Selling and marketing | 7,419 | 6,323 | |||||
| Research and development | 1,353 | 673 | |||||
| Depreciation and amortization | 880 | 789 | |||||
| Total Operating Expenses | 29,024 | 20,702 | |||||
| Operating Income | 4,945 | 3,848 | |||||
| Other Income (Expense) | |||||||
| Interest expense | (6,246 | ) | (12,565 | ) | |||
| Interest expense, related party | - | (1,214 | ) | ||||
| (Loss) Gain on extinguishment of debt | (477 | ) | 6,326 | ||||
| Change in fair value of derivative liabilities | 8,107 | (31,413 | ) | ||||
| Loss on impairment of assets | (196 | ) | - | ||||
| Other expense | (42 | ) | (893 | ) | |||
| Other income | 5,808 | 2,855 | |||||
| Total Other Income (Expense) | 6,954 | (36,904 | ) | ||||
| Net Income (Loss) Before Income Taxes | 11,899 | (33,056 | ) | ||||
| Income tax expense | 86 | 27 | |||||
| Net Income (Loss) | $ | 11,813 | $ | (33,083 | ) | ||
| Other Comprehensive Income (Loss) | |||||||
| Foreign currency translation adjustments | - | 121 | |||||
| Total Comprehensive Income (Loss) | $ | 11,813 | $ | (32,962 | ) | ||
| Earnings (Loss) per Share: | |||||||
| Basic | $ | 1.38 | $ | (7.41 | ) | ||
| Diluted | $ | 0.41 | $ | (7.41 | ) | ||
| Weighted average shares outstanding: | |||||||
| Basic | 8,563,510 | 4,462,883 | |||||
| Diluted | 9,082,510 | 4,462,883 | |||||
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||
| (In thousands, except share data) | ||||||||||||||||||||
| Common Stock | ||||||||||||||||||||
| Number of Shares Issued and Outstanding | Par Value | Additional Paid- in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | |||||||||||||||
| Balance as of | 3,041,492 | $ | 3 | $ | 176,979 | $ | (220,049 | ) | $ | (111 | ) | $ | (43,178 | ) | ||||||
| Correction of prior period error | - | - | - | (1,367 | ) | - | (1,367 | ) | ||||||||||||
| Balance as of | 3,041,492 | $ | 3 | $ | 176,979 | $ | (221,416 | ) | $ | (111 | ) | $ | (44,545 | ) | ||||||
| Sale of common stock | 1,248,489 | 1 | 10,299 | - | - | 10,300 | ||||||||||||||
| Shares issued for settlement of warrants | 3,558,396 | 4 | 41,380 | - | - | 41,384 | ||||||||||||||
| Shares issued for settlement of debt | 685,737 | 1 | 8,513 | - | - | 8,514 | ||||||||||||||
| Stock-based compensation | 9,572 | - | 1,514 | - | - | 1,514 | ||||||||||||||
| Foreign currency translation adjustment | - | - | 121 | 121 | ||||||||||||||||
| Net loss (as restated) | - | - | (33,083 | ) | - | (33,083 | ) | |||||||||||||
| Balance as of | 8,543,686 | $ | 9 | $ | 238,685 | $ | (254,499 | ) | $ | 10 | $ | (15,795 | ) | |||||||
| Stock-based compensation | 4,787 | - | 4,968 | - | - | 4,968 | ||||||||||||||
| Stock options exercised | 37,879 | - | 555 | - | - | 555 | ||||||||||||||
| Shares granted in lieu of board of director fees | 2,524 | - | 77 | - | - | 77 | ||||||||||||||
| Net income | - | - | - | 11,813 | - | 11,813 | ||||||||||||||
| Balance as of | 8,588,876 | $ | 9 | $ | 244,285 | $ | (242,685 | ) | $ | 10 | $ | 1,619 | ||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
| Years ended | |||||||
| (In thousands) | 2025 | 2024 (As Restated) | |||||
| Operating Activities | |||||||
| Net income (loss) | $ | 11,813 | $ | (33,083 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||||||
| Stock-based compensation | 4,850 | 1,514 | |||||
| Depreciation and amortization | 974 | 788 | |||||
| Amortization of right-of-use assets | 309 | 357 | |||||
| Provision for credit losses | 202 | 77 | |||||
| Loss on disposal and impairment of assets | 210 | - | |||||
| Loss (gain) on extinguishment of debt | 477 | (6,326 | ) | ||||
| Change in fair value of derivative liabilities | (8,107 | ) | 31,413 | ||||
| Gain on sale of patents | (5,375 | ) | - | ||||
| Amortization of debt issuance and debt discounts | 1,461 | 5,520 | |||||
| Write-off of inventory related to PACE disposal | 498 | - | |||||
| Gain on lease modification | (7 | ) | - | ||||
| Accrued interest and accrued interest, related parties | - | 3,387 | |||||
| Proceeds from tenant improvement funds | 586 | - | |||||
| Changes in operating assets and liabilities | |||||||
| Accounts receivable | (2,296 | ) | (486 | ) | |||
| Inventory | (2,283 | ) | (1,198 | ) | |||
| Prepaid expenses and other assets | (724 | ) | (79 | ) | |||
| Accounts payable | (521 | ) | (1,422 | ) | |||
| Accrued expenses and contract liabilities | 1,965 | 1,993 | |||||
| Operating leases | (156 | ) | - | ||||
| Net Cash Provided by Operating Activities | 3,876 | 2,455 | |||||
| Investing Activities | |||||||
| Purchases of property and equipment | (1,942 | ) | (490 | ) | |||
| Proceeds from sale of patents | 5,375 | - | |||||
| Net Cash Provided by (Used in) Investing Activities | 3,433 | (490 | ) | ||||
| Financing Activities | |||||||
| Repayment of principal secured term loan | (1,438 | ) | - | ||||
| Proceeds from secured term loan | 23,000 | - | |||||
| Proceeds from secured revolving credit facility | 655 | - | |||||
| Payment of debt issuance costs | (371 | ) | - | ||||
| Proceeds from exercises of stock options | 556 | - | |||||
| Payment of note payable | (27,747 | ) | (3,548 | ) | |||
| Proceeds from convertible promissory notes | - | 1,300 | |||||
| Proceeds from secured promissory notes payable, related party | - | 500 | |||||
| Payments to secured promissory notes payable, related party | - | (500 | ) | ||||
| Proceeds from sale of common stock | - | 10,300 | |||||
| Payments to factoring | - | (1,490 | ) | ||||
| Principal payments on finance leases | (242 | ) | (208 | ) | |||
| (5,587 | ) | 6,354 | |||||
| Effect of Exchange Rates on Cash and Cash Equivalents | - | 121 | |||||
| Net Change in Cash and Cash Equivalents During Period | 1,722 | 8,440 | |||||
| Cash and Cash Equivalents at Beginning of Period | 10,237 | 1,797 | |||||
| Cash and Cash Equivalents at End of Period | $ | 11,959 | $ | 10,237 | |||
| Supplemental Information: | |||||||
| Cash paid for interest | $ | 3,744 | $ | 4,311 | |||
| Cash paid for state income taxes | 27 | 4 | |||||
| Non-Cash Investing and Financing Activities: | |||||||
| Capitalize default interest into senior secured debt | $ | 549 | $ | 3,850 | |||
| Shares granted in lieu of board of director fees | 77 | - | |||||
| Stock options granted in lieu of cash bonus | 117 | - | |||||
| Right-of-use assets obtained in exchange for lease liabilities | 430 | - | |||||
| Lease liabilities reduced upon lease modification | 99 | - | |||||
| Purchases of property and equipment in accounts payable | 45 | - | |||||
| RSUs granted in exchange for services | 10 | - | |||||
| Shares issued for settlement of debt | - | 8,513 | |||||
| Write off deferred merger costs | - | 1,225 | |||||
| Warrants issued in conjunction with senior secured promissory note payable and convertible promissory notes payable | - | 3,557 | |||||
| Conversion of warrants to common stock | - | 41,380 | |||||
| Conversion of asset-based secured promissory notes to convertible promissory notes | - | 4,584 | |||||
Source: