SANUWAVE Health (SNWV) Form 4 SANUWAVE Health / James Tyler ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Tyler James

(Last) (First) (Middle)

11495 VALLEY VIEW ROAD

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		3,450(1)	A	$15	3,450	D
Common Stock	10/18/2024		A		2,700(2)	A	(2)	6,150	D
Common Stock	10/18/2024		A		2,550(2)	A	(2)	8,700	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 (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
Future Advance Convertible Promissory Note	$15	08/05/2022		A		$45,000(3)		08/05/2022	08/05/2023	Common Stock	3,000	$45,000	$45,000	D
Future Advance Convertible Promissory Note	$15	08/05/2023		C			$51,750(1)	08/05/2022	08/05/2023	Common Stock	3,450	$0	0	D
Common Stock Purchase Warrant (right to buy)	$15	08/05/2022		A		3,000		08/05/2022	08/05/2027	Common Stock	3,000	(3)	3,000	D
Common Stock Purchase Warrant (right to buy)	$15	10/18/2024		D			3,000(2)	08/05/2022	08/05/2027	Common Stock	3,000	(2)	0	D
Common Stock Purchase Warrant (right to buy)	$25.13	08/05/2022		A		3,000		08/05/2022	08/05/2027	Common Stock	3,000	(3)	3,000	D
Common Stock Purchase Warrant (right to buy)	$25.13	10/18/2024		D			3,000(2)	08/05/2022	08/05/2027	Common Stock	3,000	(2)	0	D
Stock Option (right to buy)	$14.2	10/22/2024		A		41,333		(4)	10/22/2034	Common Stock	41,333	$0	41,333	D
Stock Option (right to buy)	$22.76	12/31/2024		A		1,559		(5)	12/31/2029	Common Stock	1,559	$0	1,559	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. 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 5,250 shares of common stock pursuant to a letter agreement between the reporting person and the Company.

3. On August 5, 2022, in exchange for $45,000 in cash, the reporting person acquired from the Company a Future Advance Convertible Promissory Note with a principal amount of $45,000 and a conversion price of $15.00 per share of common stock and two warrants (one exercisable for 3,000 shares of common stock at an exercise price of $15.00 per share and the other exercisable for 3,000 shares of common stock at an exercise price of approximately $25.13 per share).

4. Options will vest over a period of three years in 12 equal installments on each quarterly anniversary of the grant date.

5. 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 James Tyler	03/04/2025
	** Signature of Reporting Person	Date
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