Sec Form 4 Filing - Miller Ian D. @ SANUWAVE Health, Inc. - 2022-08-05

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Miller Ian D.
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)
08/05/2022
(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 A 8,050 ( 1 ) A $ 15 26,509 D
Common Stock 05/09/2024 A 3,833 ( 2 ) A $ 15 30,342 D
Common Stock 10/18/2024 A 6,300 ( 3 ) A 36,642 D
Common Stock 10/18/2024 A 5,950 ( 3 ) A 42,592 D
Common Stock 10/18/2024 A 3,000 ( 3 ) A 45,592 D
Common Stock 10/18/2024 A 2,834 ( 3 ) A 48,426 D
Common Stock 890 I By Spous e
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
Future Advance Convertible Promissory Note $ 15 08/05/2022 A 105,000 ( 4 ) 08/05/2022 08/05/2023 Common Stock 7,000 $ 105,000 $ 105,000 D
Future Advance Convertible Promissory Note $ 15 08/05/2023 C 08/05/2022 08/05/2023 Common Stock 8,050 $ 0 0 D
Common Stock Purchase Warrant (right to buy) $ 15 08/05/2022 A 7,000 08/05/2022 08/05/2027 Common Stock 7,000 ( 4 ) 7,000 D
Common Stock Purchase Warrant (right to buy) $ 15 10/18/2024 D 7,000 ( 3 ) 08/05/2022 08/05/2027 Common Stock 7,000 ( 3 ) 0 D
Common Stock Purchase Warrant (right to buy) $ 25.13 08/05/2022 A 7,000 08/05/2022 08/05/2027 Common Stock 7,000 ( 4 ) 7,000 D
Common Stock Purchase Warrant (right to buy) $ 25.13 10/18/2024 D 7,000 ( 3 ) 08/05/2022 08/05/2027 Common Stock 7,000 ( 3 ) 0 D
Future Advance Convertible Promissory Note $ 15 05/09/2023 A 05/09/2023 05/09/2024 Common Stock 3,333 $ 50,000 $ 50,000 D
Future Advance Convertible Promissory Note $ 15 05/09/2024 C 57,500 ( 2 ) 05/09/2023 05/09/2024 Common Stock 3,833 $ 0 0 D
Common Stock Purchase Warrant (right to buy) $ 15 05/09/2023 A 3,333 05/09/2023 05/09/2028 Common Stock 3,333 ( 5 ) 3,333 D
Common Stock Purchase Warrant (right to buy) $ 15 10/18/2024 D 3,333 ( 3 ) 05/09/2023 05/09/2028 Common Stock 3,333 ( 3 ) 0 D
Common Stock Purchase Warrant (right to buy) $ 25.13 05/09/2023 A 3,333 05/09/2023 05/09/2028 Common Stock 3,333 ( 5 ) 3,333 D
Common Stock Purchase Warrant (right to buy) $ 25.13 10/18/2024 D 3,333 ( 3 ) 05/09/2023 05/09/2028 Common Stock 3,333 ( 3 ) 0 D
Stock Option (right to buy) $ 14.2 10/22/2024 A 41,333 ( 6 ) 10/22/2034 Common Stock 41,333 $ 0 41,333 D
Stock Option (right to buy) $ 22.76 12/31/2024 A 1,754 ( 7 ) 12/31/2029 Common Stock 1,754 $ 0 43,087 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Ian D.
11495 VALLEY VIEW ROAD
EDEN PRAIRIE, MN55344
X
Signatures
/s/ Griffin D. Foster as Attorney-in-Fact for Ian D. Miller 03/24/2025
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 May 9, 2023, all principal and accrued interest due as of the maturity date, May 9, 2024, 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 warrants were exchanged for an aggregate of 18,084 shares of common stock pursuant to a letter agreement between the reporting person and the Company.
( 4 )On August 5, 2022, in exchange for $105,000 in cash, the reporting person acquired from the Company a Future Advance Convertible Promissory Note with a principal amount of $105,000 and a conversion price of $15.00 per share of common stock and two warrants (one exercisable for 7,000 shares of common stock at an exercise price of $15.00 per share and the other exercisable for 7,000 shares of common stock at an exercise price of approximately $25.13 per share).
( 5 )On May 9, 2023, in exchange for $50,000 in cash, the reporting person acquired from the Company a Future Advance Convertible Promissory Note with a principal amount of $50,000 and a conversion price of $15.00 per share of common stock and two warrants (one exercisable for 3,333 shares of common stock at an exercise price of $15.00 per share and the other exercisable for 3,333 shares of common stock at an exercise price of approximately $25.13 per share).
( 6 )Options will vest over a period of three years in 12 equal installments on each quarterly anniversary of the grant date.
( 7 )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.

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