Sec Form 4 Filing - Stolarski Anthony Michael @ SANUWAVE Health, Inc. - 2019-03-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Stolarski Anthony Michael
2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11495 VALLEY VIEW ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2019
(Street)
EDEN PRAIRIE, MN55344
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 236,071 D
Common Stock 10/18/2024 A 76,215 ( 3 ) A 312,286 D
Common Stock 10/18/2024 A 5,400 ( 3 ) A 317,686 D
Common Stock 10/18/2024 A 5,100 ( 3 ) A 322,786 D
Common Stock 10/18/2024 A 11,500 ( 3 ) A 334,286 D
Common Stock 10/18/2024 A 9,000 ( 3 ) A 343,286 D
Common Stock 10/18/2024 A 8,500 ( 3 ) A 351,786 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 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 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 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 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 ( 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 ( 8 ) 01/21/2024 Common Stock ( 8 ) $ 149,992.5 $ 0 $ 0 D
Future Advance Convertible Promissory Note $ 15 01/21/2024 A 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 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stolarski Anthony Michael
11495 VALLEY VIEW ROAD
EDEN PRAIRIE, MN55344
X
Signatures
/s/ Griffin D. Foster as Attorney-in-Fact for Anthony Michael Stolarski 06/12/2025
Signature of Reporting Person Date
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.

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.