Sec Form 13D Filing - MANCHESTER MANAGEMENT CO LLC filing for SANUWAVE Health Inc. (SNWVD) - 2023-05-16

On August 5, 2022, Morgan C. Frank was appointed to the board of directors of the Issuer to serve as Chair.

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Besser:

As of the date hereof, Besser may be deemed to be the beneficial owner of 41,335,646 Shares, constituting 7.5% of the Shares*.

Besser has the sole power to vote or direct the vote of 2,500,000 Shares; has the shared power to vote or direct the vote of 39,085,646 Shares; has the sole power to dispose or direct the disposition of 2,500,000 Shares; and has the shared power to dispose or direct the disposition of 39,085,646 Shares.

Frank:

As of the date hereof, Frank may be deemed to be the beneficial owner of 38,085,646 Shares, constituting 6.9% of the Shares*.

Frank has the sole power to vote or direct the vote of 1,500,000 Shares; has the shared power to vote or direct the vote of 36,585,646 Shares; has the sole power to dispose or direct the disposition of 1,500,000 Shares; and has the shared power to dispose or direct the disposition of 36,585,646 Shares.

Manchester and GP:

As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 39,085,646 Shares, constituting 7.1% of the Shares*.

Manchester and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 39,085,646 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 39,085,646 Shares.

Explorer:

As of the date hereof, Explorer may be deemed to be the beneficial owner of 36,585,646 Shares, constituting 6.7% of the Shares*.

Explorer has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 36,585,646 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 36,585,646 Shares.

Excluding the transaction with respect to the Note described in Item 6, the transactions by the Reporting Persons in the Shares during the past sixty days are set forth in Exhibit B.

*The outstanding Shares figure reflects 548,737,651 Shares outstanding as reported in the Issuer’s 10-Q filed by the Issuer on May 11, 2023.

There are no material changes to Item 6 of the Schedule 13D amendment, filed on January 13, 2023, except for the following.

On May 9, 2023, the Reporting Persons entered into a Securities Purchase Agreement (the “May 2023 Purchase Agreement”) with the Issuer. The May 2023 Purchase Agreement provided for a private placement of (i) Future Advance Convertible Promissory Notes (the “May Note”); (ii) warrants to purchase Shares with an exercise price of $0.067 per share (the “.067 Warrant”) and (iii) warrants to purchase Shares with an exercise price of $.04 per shares (the “.04 Warrant” and collectively with the .067 Warrant, the “May Warrants”). The May Note and the May Warrants are not currently exercisable and will only be exercisable at such time as the Issuer’s authorized and unissued Shares are at a number sufficient to permit the exercise or conversion of all outstanding securities exercisable for, or convertible into, Shares. The exercise price of the May Warrants is subject to adjustment, including if the Issuer issues or sells Shares or Share Equivalents (as defined in the May Warrants) for an effective consideration price less than the exercise price of the May Warrants or if the Issuer lists its Shares on The Nasdaq Capital Market and the average volume weighted average price of such Shares for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the exercise price of the May Warrants shall never be less than $0.01 per share. The May Warrants have a five-year term. The warrants described in Exhibit B 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 May Warrants does not purport to be complete and is subject to and qualified in its entirety by the full agreement to which the May Warrants related, which is substantially similar to the Common Stock Purchase Warrant included as Exhibit 4.4 of the Issuer’s S-1/A filed on December 22, 2022, which is incorporated by reference.

Pursuant to the May Note, the Issuer promised to pay the Reporting Persons in cash and/or in Shares, at a conversion price of $0.04, the principal as may be advanced in disbursements, and to pay interest at a rate of 15% per annum on any outstanding principal at the applicable interest rate from the date of the May Note until the May Note is accelerated, converted, redeemed or otherwise. The conversion price of the May Note is subject to adjustment, including if the Issuer issues or sells Shares for a price per share less than the conversion price of the May Note or if the Issuer lists its Shares on The Nasdaq Capital Market and the average volume weighted average price of such Shares for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the conversion price shall never by less than $0.01. The foregoing description of the May 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 4.3 of the Issuer’s S-1/A filed on December 22, 2022, which is incorporated by reference.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

(Date)

MANCHESTER EXPLORER, L.P.*

/s/ James E. Besser

Manchester Management Company, LLC*

/s/ James E. Besser

Manchester Management PR, LLC*

/s/ James E. Besser

MANCHESTER EXPLORER, L.P.*

/s/ James E. Besser

Manchester Management Company, LLC*

/s/ James E. Besser

Manchester Management PR, LLC*

/s/ James E. Besser

Price Per Share

Future Advance Convertible Promissory Note

Warrants to purchase Common Stock, par value $0.001