Manchester Management PR Form 4 SANUWAVE Health / JAMES E BESSER 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^*

Manchester Explorer, L.P.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2024

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Future Advance Convertible Promissory Note	⁽¹⁾							⁽³⁾	⁽³⁾	Common Stock, par value $0.001	57,497⁽⁵⁾		57,497	I	See footnote⁽⁴⁾⁽⁶⁾
Future Advance Convertible Promissory Note	⁽¹⁾							⁽³⁾	⁽³⁾	Common Stock, par value $0.001	8,625⁽⁷⁾		8,625	I	See footnote⁽⁴⁾⁽⁶⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾			49,998⁽⁹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	49,998⁽⁹⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾⁽¹⁰⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾		44,998⁽⁹⁾		⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	44,998⁽⁹⁾	⁽¹⁾	44,998	I	See footnote⁽⁴⁾⁽¹⁰⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾			49,998⁽⁹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	49,998⁽⁹⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾⁽¹⁰⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾		42,498⁽⁹⁾		⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	42,498⁽⁹⁾	⁽¹⁾	42,498	I	See footnote⁽⁴⁾⁽¹⁰⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾			7,500⁽¹¹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	7,500⁽¹¹⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾⁽¹⁰⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾		6,750⁽¹¹⁾		⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	6,750⁽¹¹⁾	⁽¹⁾	6,750	I	See footnote⁽⁴⁾⁽¹⁰⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾			7,500⁽¹¹⁾	⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	7,500⁽¹¹⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾⁽¹⁰⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾		6,375⁽¹¹⁾		⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.001	6,375⁽¹¹⁾	⁽¹⁾	6,375	I	See footnote⁽⁴⁾⁽¹⁰⁾
Future Advance Convertible Promissory Note	⁽¹⁾							12/31/2023⁽¹³⁾	⁽¹⁴⁾	Common Stock, par value $0.001	7,667⁽¹²⁾		7,667⁽¹²⁾	I	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾			6,667⁽¹⁷⁾	12/31/2023⁽¹⁶⁾	12/30/2028	Common Stock, par value $0.001	6,667⁽¹⁷⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾⁽¹⁵⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾		6,000⁽¹⁷⁾		12/31/2023⁽¹⁶⁾	12/30/2028	Common Stock, par value $0.001	6,000⁽¹⁷⁾	⁽¹⁾	6,000	I	See footnote⁽⁴⁾⁽¹⁵⁾
Common Stock Purchase Warrant	$15	10/18/2024		J⁽²⁾			6,667⁽¹⁷⁾	12/31/2023⁽¹⁶⁾	12/30/2028	Common Stock, par value $0.001	6,667⁽¹⁷⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾⁽¹⁵⁾
Common Stock Purchase Warrant	$15	10/18/2024		J⁽²⁾		5,667⁽¹⁷⁾		12/31/2023⁽¹⁶⁾	12/30/2028	Common Stock, par value $0.001	5,667⁽¹⁷⁾	⁽¹⁾	5,667	I	See footnote⁽⁴⁾⁽¹⁵⁾

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FRANK MORGAN C.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 15, 2024, the Issuer filed a Certificate of Amendment to its Articles of Incorporation, as amended (the "Certificate of Amendment"), to implement a 1-for-375 reverse stock split (the "Reverse Stock Split") of Common Stock. As a result of the Reverse Stock Split, at 12:01 a.m. Mountain Time on October 18, 2024, every 375 shares of Common Stock then issued and outstanding automatically were combined into one share of Common Stock, with no change in par value per share. No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have resulted from the Reverse Stock Split will be settled in cash. The text of the Certificate of Amendment that effected the foregoing actions was included as Exhibit 3.1 of the 8-K and is incorporated herein by reference.

2. Pursuant to a letter agreement entered into by certain of the Reporting Persons and the Issuer, and with the consent of the Board of Directors of the Issuer, the Reporting Persons agreed to exchange the reported warrants for warrants with different terms.

3. Pursuant to a letter agreement between the Issuer and the lenders of the Asset-Backed Secured Promissory Notes, dated as of July 21, 2023 (the "July 2023 Notes"), the Issuer shall issue Explorer a Future Advance Convertible Promissory Note with the same principal amount as the principal amount of its July 2023 Note, plus any accrued and unpaid interest, substantially in the form of Exhibit 4.29 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K"). The Future Advance Convertible Promissory Note shall be issued upon January 21, 2024 (the "Maturity Date") unless otherwise issued in connection with the consummation of a Fundamental Transaction. Exhibit 4.29 of the Form 10-K is incorporated by reference to the extent applicable to the Future Advance Convertible Promissory Note and reference is also made to the Schedule 13D filed by the Reporting Persons on July 26, 2023.

4. The reported securities and warrants are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. Explorer expects to be entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $15.00.

6. The exercise of the July 2023 Notes is subject to limitations and conditions on exercise, including the limitation that such notes are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all notes and the conversion or exercise, as applicable, of all other outstanding securities of the Issuer convertible into or exercisable for shares of Common Stock of the Issuer.

7. Explorer expects to be entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $15.00. The amount of Common Stock listed herein is based on an aggregate principal amount of $749,962.50 50 (calculated pre-Reverse Stock Split), with fractional shares rounded down.

8. Pursuant to a letter agreement between the Issuer and the lenders of the July 2023 Notes, the Issuer shall issue Explorer 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, substantially in the form of Exhibit 4.30 to the Form 10-K, each of which shall be exercisable for such number of shares of the Issuer's common stock calculated by dividing the principal amount of the lender's Future Advance Convertible Promissory Note by $15.00. The Common Stock Purchase Warrants shall be issued upon the Maturity Date unless otherwise issued in connection with the consummation of a Fundamental Transaction. Exhibit 4.30 of the Form 10-K is incorporated by reference to the extent applicable to the Common Stock Purchase Warrants and reference is also made to the Schedule 13D filed by the Reporting Persons on July 26, 2023.

9. Explorer expects to be entitled to a number of shares of the Issuer's common stock calculated by dividing the principal amount of the lender's Future Advance Convertible Promissory Note by $15.000. The amount of Common Stock listed herein is based on an aggregate principal amount of $749,962.50 (calculated pre-Reverse Stock Split), with fractional shares rounded down.

10. The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents.

11. Explorer expects to be entitled to a number of shares of the Issuer's common stock calculated by dividing the principal amount of the lender's Future Advance Convertible Promissory Note by $15.00. The amount of Common Stock listed herein is based on an aggregate principal amount of $112,494.38 (calculated pre-Reverse Stock Split), with fractional shares rounded down.

12. The Reporting Persons are entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $15.00. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by the full agreement to which the notes related, which is substantially similar to the Future Advance Convertible Promissory Note included as Exhibit 4.1+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

13. The exercise of the Future Advance Convertible Promissory Note is subject to limitations and conditions on exercise, including the limitation that such notes are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by the full agreement to which the notes related, which is substantially similar to the Future Advance Convertible Promissory Note included as Exhibit 4.1+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

14. After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by the full agreement to which the notes related, which is substantially similar to the Future Advance Convertible Promissory Note included as Exhibit 4.1+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

15. The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by the full agreement to which the warrants related, which is substantially similar to the Common Stock Purchase Warrant included as Exhibit 4.2+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

16. The warrant may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by the full agreement to which the warrants related, which is substantially similar to the Common Stock Purchase Warrant included as Exhibit 4.2+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

17. Based on the formula contained in the Common Stock Purchase Warrant, the reporting persons may be entitled to receive up to 5,667 shares of Common Stock.

Remarks:

This is the second and final part of a Form 4 filing for the Reporting Persons. There are two parts to this Form 4 filing because of the constraint of a 30 transaction line maximum for tables in a Form 4.

	Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner	10/23/2024
	Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member	10/23/2024
	Morgan C. Frank, By: /s/ Morgan C. Frank	10/23/2024
	James E. Besser, By: /s/ James E. Besser	10/23/2024
	Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member	10/23/2024
	** Signature of Reporting Person	Date
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Manchester Management PR Form 4SANUWAVE Health / JAMES E BESSER ownership change