February
14, 2019
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
VIA EDGAR
Re:
Request
to Withdraw (i) Post-Effective Amendment No. 2 to Registration
Statement on Form S-1(File No. 333-208676); (ii) Post-Effective
Amendment No. 3 to Registration Statement onForm S-1 (File No.
333-208676); (iii) Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 333-195263); and (iv)
Post-Effective Amendment No. 2 to Registration Statement on Form
S-1 (File No. 333-195263)
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as
amended (the “Act”), SANUWAVE Health,
Inc. (the “Registrant”) respectfully
requests that the Securities and Exchange Commission (the
“Commission”) consent to
the withdrawal of the above referenced (i) Post-Effective Amendment
No. 2 to Registration Statement on Form S-1 (File No. 333-208676),
originally filed with the Commission on July 2, 2018; (ii)
Post-Effective Amendment No. 3 to Registration Statement on Form
S-1 (File No. 333-208676), originally filed with the Commission on
September 14, 2018; (iii) Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 (File No. 333-195263),
originally filed with the Commission on July 2, 2018; and (iv)
Post-Effective Amendment No. 2 to Registration Statement on Form
S-1 (File No. 333-195263), originally filed with the Commission on
September 14, 2018 (collectively, the “Post-Effective Amendments to
Registration Statements”).
The
Registrant is requesting to withdraw the Post-Effective Amendments
to Registration Statements because the Registrant’s reliance
on Rule 457(p) of the Act in footnote 5 to the fee table in the
amendment to the Registration Statement on Form S-1 (File No.
333-213774) filed September 23, 2016 effected a de-registration of
the shares under the Registration Statement on Form S-1 (File No.
333-208676). Similarly, the Registrant’s reliance on Rule
457(p) of the Act in footnote 5 to the fee table in the amendment
to the Registration Statement (File No. 333-208676) filed September
14, 2018 effected a de-registration of the shares under the
Registration Statement on Form S-1 (File No. 333-195263). The
Company recognizes that the Post-Effective Amendments to
Registration Statements are therefore duplicative. The Registrant
hereby respectfully requests that the Commission issue a written
order granting the withdrawal of the Post-Effective Amendments to
Registration Statements. No securities were
sold in connection with the Post-Effective Amendments to
Registration Statements.
Should
you have any questions regarding this matter, please do not
hesitate to contact counsel to the Registrant, Murray Indick and
Dave Lynn, at (415) 268-7096 and (202) 778-1603,
respectively.
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Very truly yours,
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SANUWAVE Health, Inc.
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By:
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/s/ Lisa Sundstrom
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Name:
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Lisa Sundstrom
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Title:
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Controller and Chief Financial Officer
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