*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 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| Thomas Sandgaard |
| 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) |
| PF |
| 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: |
| 14,906,318(1) |
| 8 |
SHARED VOTING POWER: |
| 1,425,105(2) |
| 9 |
SOLE DISPOSITIVE POWER: |
| 14,906,318(1) |
| 10 |
SHARED DISPOSITIVE POWER: |
| 1,425,105(2) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 16,331,423 (1) |
| 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) |
| 44.6%(3) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) |
| IN |
| |
|
|
|
|
(1) Includes 1,985 unvested restricted shares
which vest within 60 days of May 10, 2023 and options to purchase 213,400 shares of common stock that are exercisable within 60 days
of May 10, 2023. Also includes 14,690,933 shares of common stock.
(2) Represents 1,425,105 shares of common
stock held by Sandgaard Holdings LLC of which Mr. Thomas Sandgaard is the sole manager, and, in such capacity, has voting and dispositive
power over the securities held by this entity, except with respect to 213,766 shares of common stock which Sandgaard Holdings LLC will
vote as directed by the trustee of The Sandgaard Family Trust, RBC Trustees (Jersey) Limited.
(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 statement,
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 percentage set forth is based on 36,366,021 shares of the Issuer’s
common stock issued and outstanding as of May 10, 2023.
| 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: |
| 1,425,105(1) |
| 9 |
SOLE DISPOSITIVE POWER: |
| 0 |
| 10 |
SHARED DISPOSITIVE POWER: |
| 1,425,105(1) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,425,105(1) |
| 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) |
| 3.9% (2) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) |
| OO |
| |
|
|
|
|
(1) Represents 1,425,105 shares of common stock held by Sandgaard
Holdings LLC of which Mr. Thomas Sandgaard is the sole manager, and, in such capacity, has voting and dispositive power over the
securities held by this entity, except with respect to 213,766 shares of common stock which Sandgaard Holdings LLC will vote as directed
by the trustee of The Sandgaard Family Trust, RBC Trustees (Jersey) Limited.
(2) The percentage set forth is based on
36,366,021 shares of the Issuer’s common stock issued and outstanding as of May 10, 2023.
| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
RBC Trustees (Jersey) Limited in its capacity as trustee of The Sandgaard
Family Trust U/A/D 4/1/19
Tax ID: n/a (held under Thomas Sandgaard’s personal social security
number) |
| 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) |
| OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| Island of Jersey |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER: |
| 0 |
| 8 |
SHARED VOTING POWER: |
| 213,766(1) |
| 9 |
SOLE DISPOSITIVE POWER: |
| 0 |
| 10 |
SHARED DISPOSITIVE POWER: |
| 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 213,766 |
| 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) |
| 0.6% (2) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) |
| OO |
| |
|
|
|
|
(1) Pursuant to a side letter, Sandgaard Holdings LLC will vote
the number of shares of common stock of the Issuer held by Sandgaard Holdings LLC that are attributable to The Sandgaard Family Trust
as directed by the trustee, RBC Trustees (Jersey) Limited.
(2) The percentage set forth is based on
36,366,021 shares of the Issuer’s common stock issued and outstanding as of May 10, 2023.
Explanatory
Note
Thomas Sandgaard, Sandgaard Holdings LLC and RBC
Trustees (Jersey) Limited in its capacity as trustee of The Sandgaard Family Trust make this joint filing on Schedule 13D to update the
information regarding the beneficial ownership of shares of common stock of Zynex, Inc.
Item 1. Security
and Issuer
The title and class of equity securities to which
this Amendment No. 17 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 9655 Maroon Circle, Englewood, CO 80112.
Item 2. Identity
and Background
(a) This statement is being filed by (collectively,
the “Reporting Persons”): (i) Thomas Sandgaard; (ii) Sandgaard Holdings LLC; and (iii) RBC Trustees (Jersey)
Limited, in its capacity as trustee of The Sandgaard Family Trust.
(b) Mr. Sandgaard’s business address
is 9655 Maroon Circle, Englewood, CO 80112. Sandgaard Holdings LLC business address is 9655 Maroon Circle, Englewood, CO 80112. The business
address of RBC Trustees (Jersey) Limited, in its capacity as trustee of The Sandgaard Family Trust, is Gaspe House, 66 - 72 Esplanade,
St Helier, Jersey, JE2 3QT.
(c) Mr. Sandgaard is currently employed
as the 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 9655 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. RBC Trustees (Jersey) Limited, in its capacity as trustee
of The Sandgaard Family Trust, is organized under the laws of the Island of Jersey.
Item 3. Source
and Amount of Funds or Other Considerations
All shares held were purchased with the Reporting
Persons’ personal funds or working capital, or, in the case of RBC Trustees (Jersey) Limited, in its capacity as trustee of The
Sandgaard Family Trust, the interest in the respective shares was transferred to it pursuant to Mr. Sandgaard’s estate planning
transactions, as described in Amendment number 16 of the Schedule 13D.
Item 4. Purpose
of Transaction
The information set forth in Item 5(c) hereof
is incorporated by reference in its entirety into this Item 4.
Item 5. Interest
in Securities of the Issuer
| (a) | The
Reporting Persons beneficially owns 16,331,423 shares or 44.6% of the Issuer’s common stock, including (i) 14,690,933 shares
of common stock, 1,985 unvested restricted shares which vest within 60 days of May10, 2023 and options to purchase 213,400 shares
of common stock that are exercisable within 60 days of May 10, 2023 and (ii) 1,425,105 shares of common stock held by Sandgaard
Holdings LLC of which Mr. Thomas Sandgaard is the sole manager, and, in such capacity, has voting and dispositive power over the
securities held by this entity, except with respect to 213,766 shares of common stock which Sandgaard Holdings LLC will vote as directed
by the trustee of The Sandgaard Family Trust, RBC Trustees (Jersey) Limited. |
| (b) | Mr. Sandgaard
may be deemed to hold sole voting and dispositive power over 14,906,318* shares of common stock of the Issuer and shared voting and dispositive
power over 1,425,105 shares of common stock of the Issuer. |
| (c) | 1. On May 10, 2023, Mr. Sandgaard reported the completed
sale to the Issuer of 300,000 shares of Common Stock of the Issuer, in an exempt transaction pursuant to Rule 16b-3. The sale price
per share was the closing price of the Common Stock on May 10, 2023. The transaction was approved by the Audit Committee and the
disinterested members of the Board of Directors of the Issuer. |
2. On May 5, 2023, Mr. Sandgaard reported
the issuance of 2,495 shares of Common Stock (restricted stock award), issued to him pursuant to
the Issuer's 2017 Stock Incentive Plan.
3.
On March 15, 2023, Mr. Sandgaard reported the issuance of 5,902 shares of Common Stock (restricted stock award), issued
to him pursuant to the Issuer's 2017 Stock Incentive Plan.
4.
On October 29, 2022, Mr. Sandgaard reported the issuance of 7,464 shares of Common Stock (restricted stock award), issued
to him pursuant to the Issuer's 2017 Stock Incentive Plan.
5.
On August 5, 2022, Mr. Sandgaard reported the issuance of 8,012 shares of Common Stock (restricted stock award), issued
to him pursuant to the Issuer's 2017 Stock Incentive Plan.
6.
On March 24, 2022, Mr. Sandgaard reported the issuance of 9,973 shares of Common Stock (restricted stock award), issued
to him pursuant to the Issuer's 2017 Stock Incentive Plan.
7. On January 21,
2022, pursuant to a dividend distributed by the Issuer, Mr. Sandgaard received 1,361,788 shares of Common Stock and Sandgaard Holdings
LLC received 129,555 shares of Common Stock, of which 19,433 shares are attributable to the voting and dispositive power shared with The
Sandgaard Family Trust.
8.
On November 5, 2021, Mr. Sandgaard reported the issuance of 2,992 shares of Common Stock (restricted stock award), issued
to him pursuant to the Issuer's 2017 Stock Incentive Plan.
9. On October 6,
2021, Mr. Sandgaard reported the completed sale of 177,320 shares of Common Stock of the Issuer at a weighted average purchase price
equal to $15.1693. These shares were purchased in multiple transactions at prices ranging from $15.00 to $15.535 per share.
10.
On July 29, 2021, Mr. Sandgaard reported the issuance of 4,106 shares of Common Stock (restricted stock award), issued
to him pursuant to the Issuer's 2017 Stock Incentive Plan.
11.
On May 5, 2021, Mr. Sandgaard reported the issuance of 1,754 shares of Common Stock (restricted stock award), issued
to him pursuant to the Issuer's 2017 Stock Incentive Plan.
Upon request by the Commission, the
Issuer or the Reporting Person shall provide full information regarding the various transactions disclosed above.
| (d) | To
the best knowledge of the Reporting Persons, except as set forth in this Amendment No. 17 to the Schedule 13D, no person other than
the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale
of the 16,331,423 shares of common stock reported in Item 5(a). |
* Includes 14,690,933 shares of common stock,
1,985 unvested restricted shares which vest within 60 days of May 10, 2023 and options to purchase 213,400 shares of common stock
that are exercisable within 60 days of May 10, 2023.
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
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: May 24, 2023 |
/s/ Thomas Sandgaard |
| |
Name: |
Thomas Sandgaard |
| |
|
|
| Dated: May 24, 2023 |
Sandgaard Holdings LLC |
| |
|
|
| |
By: |
/s/ Thomas Sandgaard |
| |
Name: |
Thomas Sandgaard |
| |
Title: |
Manager |
| |
|
|
| Dated: May 24, 2023 |
RBC Trustees (Jersey) Limited in its capacity as trustee of The Sandgaard Family Trust U/A/D 4/1/19 |
| |
|
|
| |
By: |
/s/ Alison Patrick |
| |
Name: |
Alison Patrick, as authorized signatory of RBC Trustees (Jersey) Limited |
| |
|
|
| |
By: |
/s/ Ian Ritchie |
| |
Name: |
Ian Ritchie, as authorized signatory of RBC Trustees (Jersey) Limited |