Director Stolarski Anthony Michael converted options into 110,014 shares and was granted 196,413 shares, increasing direct ownership by 676% to 351,786 units (SEC Form 4)
$SNWV
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/05/2023 | C | 103,114(1) | A | $15 | 148,473 | D | |||
| Common Stock | 11/14/2023 | C | 6,900(2) | A | $15 | 155,373 | D | |||
| Common Stock | 10/18/2024 | A | 80,698(3) | A | (3) | 236,071 | D | |||
| Common Stock | 10/18/2024 | A | 76,215(3) | A | (3) | 312,286 | D | |||
| Common Stock | 10/18/2024 | A | 5,400(3) | A | (3) | 317,686 | D | |||
| Common Stock | 10/18/2024 | A | 5,100(3) | A | (3) | 322,786 | D | |||
| Common Stock | 10/18/2024 | A | 11,500(3) | A | (3) | 334,286 | D | |||
| Common Stock | 10/18/2024 | A | 9,000(3) | A | (3) | 343,286 | D | |||
| Common Stock | 10/18/2024 | A | 8,500(3) | A | (3) | 351,786 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class O Warrant (right to buy) | $41.25 | 03/01/2019 | D | 533(4) | 12/11/2017 | 03/17/2019 | Common Stock | 533 | $0 | 0 | D | ||||
| Class O Warrant (right to buy) | $41.25 | 03/01/2019 | A | 533(4) | 03/01/2019 | 06/28/2019 | Common Stock | 533 | $0 | 533 | D | ||||
| Class O Warrant (right to buy) | $41.25 | 05/31/2019 | D | 533(5) | 03/01/2019 | 06/28/2019 | Common Stock | 533 | $0 | 0 | D | ||||
| Class O Warrant (right to buy) | $41.25 | 05/31/2019 | A | 533(5) | 05/31/2019 | 09/03/2019 | Common Stock | 533 | $0 | 533 | D | ||||
| Future Advance Convertible Promissory Note | $15 | 08/05/2022 | A | $1,344,966(6) | 08/05/2022 | 08/05/2023 | Common Stock | 89,664 | $1,344,966 | $1,344,966 | D | ||||
| Future Advance Convertible Promissory Note | $15 | 08/05/2023 | C | $1,546,710(1) | 08/05/2022 | 08/05/2023 | Common Stock | 103,114 | $0 | 0 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $15 | 08/05/2022 | A | 89,664 | 08/05/2022 | 08/05/2027 | Common Stock | 89,664 | (6) | 89,664 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $15 | 10/18/2024 | D | 89,664(3) | 08/05/2022 | 08/05/2027 | Common Stock | 89,664 | (3) | 0 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $25.13 | 08/05/2022 | A | 89,664 | 08/05/2022 | 08/05/2027 | Common Stock | 89,664 | (6) | 89,664 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $25.13 | 10/18/2024 | D | 89,664(3) | 08/05/2022 | 08/05/2027 | Common Stock | 89,664 | (3) | 0 | D | ||||
| Future Advance Convertible Promissory Note | $15 | 11/14/2022 | A | $90,000(7) | 11/14/2022 | 11/14/2023 | Common Stock | 6,000 | $90,000 | $90,000 | D | ||||
| Future Advance Convertible Promissory Note | $15 | 11/14/2023 | C | $103,500(2) | 11/14/2022 | 11/14/2023 | Common Stock | 6,900 | $0 | 0 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $15 | 11/14/2022 | A | 6,000 | 11/14/2022 | 11/14/2027 | Common Stock | 6,000 | (7) | 6,000 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $15 | 10/18/2024 | D | 6,000(3) | 11/14/2022 | 11/14/2027 | Common Stock | 6,000 | (3) | 0 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $25.13 | 11/14/2022 | A | 6,000 | 11/14/2022 | 11/14/2027 | Common Stock | 6,000 | (7) | 6,000 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $25.13 | 10/18/2024 | D | 6,000(3) | 11/14/2022 | 11/14/2027 | Common Stock | 6,000 | (3) | 0 | D | ||||
| Asset-Backed Secured Promissory Note | (8) | 07/21/2023 | A | $149,992.5 | (8) | 01/21/2024 | Common Stock(8) | $149,992.5 | $100,000 | $149,992.5 | D | ||||
| Asset-Backed Secured Promissory Note | (8) | 01/21/2024 | D | $149,992.5 | (8) | 01/21/2024 | Common Stock(8) | $149,992.5 | $0 | $0 | D | ||||
| Future Advance Convertible Promissory Note | $15 | 01/21/2024 | A | $149,992.5(8) | 01/21/2024 | 01/21/2025 | Common Stock | 9,999 | $149,992.5 | $149,992.5 | D | ||||
| Future Advance Convertible Promissory Note | $15 | 10/18/2024 | D | $172,491.38(3) | 01/21/2024 | 01/21/2025 | Common Stock | 11,500 | $0 | 0 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $15 | 01/21/2024 | A | 9,999 | 01/21/2024 | 01/21/2029 | Common Stock | 9,999 | (8) | 9,999 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $15 | 10/18/2024 | D | 9,999(3) | 01/21/2024 | 01/21/2029 | Common Stock | 9,999 | (3) | 0 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $25.13 | 01/21/2024 | A | 9,999 | 01/21/2024 | 01/21/2029 | Common Stock | 9,999 | (8) | 9,999 | D | ||||
| Common Stock Purchase Warrant (right to buy) | $25.13 | 10/18/2024 | D | 9,999(3) | 01/21/2024 | 01/21/2029 | Common Stock | 9,999 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $14.2 | 10/22/2024 | A | 41,333 | (9) | 10/22/2034 | Common Stock | 41,333 | $0 | 41,333 | D | ||||
| Stock Option (right to buy) | $22.76 | 12/31/2024 | A | 1,559 | (10) | 12/31/2029 | Common Stock | 1,559 | $0 | 1,559 | D | ||||
| Stock Option (right to buy) | $29.8 | 04/03/2025 | A | 1,761 | (10) | 04/03/2030 | Common Stock | 1,761 | $0 | 1,761 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Future Advance Convertible Promissory Note issued by SANUWAVE Health, Inc. (the "Company") on August 5, 2022, all principal and accrued interest due as of the maturity date, August 5, 2023, was automatically converted into shares of common stock at a conversion price of $15.00 per share. |
| 2. Pursuant to the terms of the Future Advance Convertible Promissory Note issued by the Company on November 14, 2022, all principal and accrued interest due as of the maturity date, November 14, 2023, was automatically converted into shares of common stock at a conversion price of $15.00 per share. |
| 3. On October 18, 2024, effective upon the Company's 1-for-375 reverse stock split, the reporting person's outstanding Future Advance Convertible Promissory Note and Common Stock Purchase Warrants were exchanged for an aggregate of 196,413 shares of common stock pursuant to a letter agreement between the reporting person and the Company. |
| 4. On March 1, 2019, the Company extended the expiration date of the Class O Warrants to June 28, 2019. |
| 5. On May 31, 2019, the Company extended the expiration date of the Class O Warrants to September 3, 2019. |
| 6. On August 5, 2022, in exchange for the discharge of $1,344,966 owed by the Company to the reporting person, the reporting person acquired from the Company a Future Advance Convertible Promissory Note with a principal amount of $1,344,966 and a conversion price of $15.00 per share of common stock and two warrants (one exercisable for 89,664 shares of common stock at an exercise price of $15.00 per share and the other exercisable for 89,664 shares of common stock at an exercise price of approximately $25.13 per share). |
| 7. On November 14, 2022, in exchange for $90,000 in cash, the reporting person acquired from the Company a Future Advance Convertible Promissory Note with a principal amount of $90,000 and a conversion price of $15.00 per share of common stock and two warrants (one exercisable for 6,000 shares of common stock at an exercise price of $15.00 per share and the other exercisable for 6,000 shares of common stock at an exercise price of approximately $25.13 per share). |
| 8. On July 21, 2023, in exchange for $100,000 in cash, the reporting person acquired from the Company an Asset-Backed Secured Promissory Note with a principal amount of $149,992.50. Pursuant to a letter agreement between the Company and the reporting person, dated as of July 21, 2023, the Company agreed to issue to the reporting person on January 21, 2024 a Future Advance Convertible Promissory Note with a principal amount of $149,992.50 and two Common Stock Purchase Warrants, one with an exercise price of $15.00 per share and one with an exercise price of $25.13 per share, each of which were exercisable for 9,999 shares of common stock. |
| 9. Options will vest over a period of three years in 12 equal installments on each quarterly anniversary of the grant date. |
| 10. Options were fully vested at the grant date. |
| Remarks: |
| All share amounts, exercise prices and conversion prices herein have been retroactively adjusted to reflect the 1-for-375 reverse stock split of the Company's common stock which occurred on October 18, 2024. |
| /s/ Griffin D. Foster as Attorney-in-Fact for Anthony Michael Stolarski | 06/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||