*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Thomas Sandgaard
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ¨
(b) ¨
|
3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
PF
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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¨
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER:
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2,574,642 (1)
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8
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SHARED VOTING POWER:
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12,682,000 (2)
|
9
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SOLE DISPOSITIVE POWER:
|
2,574,642 (1)
|
10
|
SHARED DISPOSITIVE POWER:
|
12,682,000 (2)
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
15,256,642 (1) (2)
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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¨
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
43.73 (3)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
|
|
|
|
|
(1) Includes 2,358,142 shares of
common stock and options to purchase 191,500 shares of common stock that are exercisable within 60 days. All beneficial
ownership numbers and percentages exclude 50,000 unvested restricted shares and options to purchase 2,500 shares of common
stock issued to Mr. Thomas Sandgaard by the Company which would not vest within 60 days
(2) Represents 12,682,000 shares of common
stock held by Sandgaard Holdings LLC of which Mr. Thomas Sandgaard is the sole member, and, in such capacity, has voting and dispositive
power over the securities held by this entity.
(3) Percentage ownership is determined
based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of the date
of this report, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Furthermore, the percentages set forth in this column are based
on 34,744,746 shares of the Issuer’s common stock issued and outstanding as of July 17, 2020.
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
Sandgaard Holdings LLC
Tax ID: 83-0997050
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
|
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
12,682,000
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
10
|
SHARED DISPOSITIVE POWER:
|
12,682,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12,682,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
36.5% (1)
|
14
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TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
|
|
|
|
|
(1) The percentages set forth in this column are based on
34,744,746 shares of the Issuer’s common stock issued and outstanding as of July 17, 2020.
Item 1. Security and
Issuer
The title and class of equity securities
to which this Amendment No. 15 to the Schedule 13D relates is the common stock, $0.001 par value, of ZYNEX, INC., a Nevada Corporation
(the “Issuer”). The principal offices of the Issuer are located at 9555 Maroon Circle, Englewood, CO 80112.
Item 2. Identity and
Background
(a) This statement is being filed by Thomas
Sandgaard and Sandgaard Holdings LLC (collectively, the “Reporting Persons”).
(b) Mr. Sandgaard’s business address
is 9555 Maroon Circle, Englewood, CO 80112. Sandgaard Holdings LLC business address is 9555 Maroon Circle, Englewood, CO 80112.
(c) Mr. Sandgaard is currently employed
as Chief Executive Officer and President of the Issuer and Chairman of the Board of Directors of the Issuer. The Issuer has a business
address at 9555 Maroon Circle, Englewood, CO 80112 and is primarily engaged in the business of designing, manufacturing and marketing
medical devices that treat chronic and acute pain among others.
(d) During the last five years, the Reporting
Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting
Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
thereof were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Thomas Sandgaard is a citizen of
the United States. Sandgaard Holdings LLC was formed in the State of Colorado.
Item 3. Source and
Amount of Funds or Other Considerations
All shares were purchased with the Reporting
Persons’ personal funds or working capital.
Item 4. Purpose of
Transaction
All of the Issuer’s securities owned
by the Reporting Persons have been acquired for investment purposes only. Except as set forth above and herein, the Reporting Persons
have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections
(a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider their positions with respect
to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in
Securities of the Issuer
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(a)
|
Mr.
Sandgaard beneficially owns 15,256,642 shares or 43.73% of the Issuer’s common stock, including (i) 2,358,142 shares of
common stock and options to purchase 190,500 shares of common stock that are exercisable within 60 days and (ii) 12,682,000 shares
of common stock held by Sandgaard Holdings LLC of which Mr. Thomas Sandgaard is the sole member, and, in such capacity, has voting
and dispositive power over the securities held by this entity.
|
|
(b)
|
Mr.
Sandgaard may be deemed to hold sole voting and dispositive power over 2,574,642 shares of common stock of the Issuer and shared
voting and dispositive power over 12,682,000 shares of common stock of the Issuer.
|
|
(c)
|
On March 5, 2020, Sandgaard Holdings LLC sold an aggregate
of 24,857 shares of the Issuer’s common stock at a weighted price of $15.1088 per share under a Rule 10b5-1 trading plan.
The foregoing price of $15.1088 is the weighted average sales price for the shares, which range from $15.10 to $15.27 per share.
On April 24, 2020, Sandgaard Holdings LLC sold an aggregate of 25,143 shares of the Issuer’s common stock at a weighted
price of $15.1014 per share under a Rule 10b5-1 trading plan. The foregoing price of $15.1014 is the weighted average sales price
for the shares, which range from $15.10 to $15.12 per share. On April 27, 2020, Sandgaard Holdings LLC sold 30,183 shares of the
Issuer’s common stock at a price per share of $16.1098 under a Rule 10b5-1 trading plan. The foregoing price of $16.1098
is the weighted average sales price for the shares, which range from $16.10 to $16.15 per share. On April 28, 2020, Sandgaard
Holdings LLC sold an aggregate of 19,817 shares of the Issuer’s common stock at a weighted price of $16.10 per share under
a Rule 10b5-1 trading plan. On April 29, 2020, Sandgaard Holdings LLC sold 50,000 shares of the Issuer’s common stock at
a price per share of $17.1011 under a Rule 10b5-1 trading plan. The foregoing price of $17.1011 is the weighted average sales
price for the shares, which range from $17.10 to $17.13 per share. On July 14, 2020, Sandgaard Holdings LLC sold 1,250,000 shares
of the Issuer’s common stock at a public offering price of $22.00, before deducting underwriter discounts and commissions
of $1.54 per share, which public offering closed on July 17, 2020.
|
Upon
request by the Commission, the Issuer or the Reporting Person shall provide full information regarding the number of shares sold
at each separate price. The transactions took place in Denver, Colorado.
|
(d)
|
To
the best knowledge of the Reporting Person, except as set forth in this Amendment No. 15 to the Schedule 13D, no person other
than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from
the sale of the 15,256,642 shares of common stock reported in Item 5(a).
|
* Includes 2,358,142 shares of common stock
and options to purchase 191,500 shares of common stock that are exercisable within 60 days. All beneficial ownership numbers and
percentages exclude 50,000 unvested restricted shares and options to purchase 2,500 shares of common stock issued to Mr. Thomas
Sandgaard by the Company which would not vest within 60 days
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than as described herein, there are
no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person
with respect to any securities.
Item 7. Material to Be Filed as
Exhibits
Exhibit
Number
|
|
Description
|
|
|
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99.1
|
|
Joint Filing Agreement with Sandgaard Holdings LLC (previously filed as Exhibit 99.1 to the Company’s Schedule 13D filed on July 9, 2018)
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 20, 2020
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/s/ Thomas Sandgaard
|
|
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Name:
|
Thomas Sandgaard
|
|
|
|
|
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Dated: July 20, 2020
|
Sandgaard Holdings LLC
|
|
|
|
|
|
|
By:
|
/s/ Thomas Sandgaard
|
|
|
Name:
|
Thomas Sandgaard
|
|
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Title:
|
Member
|
|