Sec Form 13D Filing - MANCHESTER MANAGEMENT CO LLC filing for SANUWAVE Health Inc. (SNWVD) - 2024-06-24

James E. Besser

c/o Manchester Management Company, LLC

2 Calle Candina, #1701

San Juan, Puerto Rico, 00907

Telephone Number: (617) 399-1741

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

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Besser:

As of the date hereof, Besser may be deemed to be the beneficial owner of

369,129,125 Shares, constituting 26.5% of the Shares*.

Besser has the sole power to vote or direct the vote of 2,250,000 Shares; has the shared power to vote or direct the vote of 366,879,125 Shares; has the sole power to dispose or direct the disposition of 2,250,000 Shares; and has the shared power to dispose or direct the disposition of 366,879,125 Shares.

Frank:

As of the date hereof, Frank may be deemed to be the beneficial owner of

354,186,625 Shares, constituting 25.6% of the Shares**.

Frank has the sole power to vote or direct the vote of 21,307,500 Shares; has the shared power to vote or direct the vote of 332,879,125 Shares; has the sole power to dispose or direct the disposition of 21,307,500 Shares; and has the shared power to dispose or direct the disposition of 332,879,125 Shares.

Manchester and GP:

As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 366,879,125 Shares, constituting 26.4% 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 366,879,125 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 366,879,125 Shares.

Explorer:

As of the date hereof, Explorer may be deemed to be the beneficial owner of

332,879,125 Shares, constituting 24.3% 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 332,879,125 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 332,879,125 Shares.

Excluding the transactions described in Item 6, the Reporting Persons have not transacted in shares of the Issuer within the previous 60 days.

*The outstanding Shares figure reflects 1,390,392,821 Shares, which is comprised of two components: (i) 1,145,974,342 Shares outstanding as reported in the Issuer’s 10-Q filed by the Issuer on May 9, 2024; and (ii) 244,418,479 Shares of the Issuer that Besser, Manchester and the GP may acquire on conversion, exercise or exchange of the Derivatives.

**The outstanding Shares figure reflects 1,382,892,821 Shares, which is comprised of two components: (i) 1,145,974,342 Shares outstanding as reported in the Issuer’s 10-Q filed by the Issuer on May 9, 2024; and (ii) 236,918,479 Shares of the Issuer that Frank may acquire on conversion, exercise or exchange of the Derivatives.

***The outstanding Shares figure reflects 1,370,392,821 Shares, which is comprised of two components: (i) 1,145,974,342 Shares outstanding as reported in the Issuer’s 10-Q filed by the Issuer on May 9, 2024; and (ii) 224,418,479 Shares of the Issuer that Explorer may acquire on conversion, exercise or exchange of the Derivatives.

There are no material changes to Item 6 of the Schedule 13D amendment, submitted on January 12, 2024, except for the following:

On June 18, 2024 (the “Issuance Date”) the Issuer issued an unsecured promissory note with a principal amount of $500,000 in favor of Manchester Explorer, L.P. (the “Promissory Note”). The Promissory Note has a maturity date of December 18, 2024 (the “Maturity Date”) pursuant to which the Issuer promises to pay such Reporting Persons the principal amount of the Promissory Note and all accrued but unpaid interest on December 18, 2024. The principal amount outstanding under the Promissory Note bears twelve percent (12.0%) interest from the Issuance Date through the Maturity Date. All accrued interest on the Promissory Note shall be due and payable on the Maturity Date; provided, however, if the Issuer exercises its right to prepay the Promissory Note, all accrued, but unpaid interest shall be due and payable upon such repayment date. If upon the Maturity Date any amounts then outstanding under the Promissory Note, including principal and accrued but unpaid interest shall remain due and payable, then the outstanding aggregate principal amount as of the Maturity Date shall bear interest from the Maturity Date at a rate per annum of eighteen percent (18.0%) until all amounts outstanding under the Promissory Note are paid to such Reporting Persons in full (the “Default Interest Rate”). Interest accrued at the Default Interest Rate shall be payable on demand.

The foregoing description of the material terms of the Promissory Note are qualified in their entirety by reference to the full text of the Promissory Note, a copy of which is attached hereto as Exhibit C and incorporated herein by reference.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

Exhibit C: Promissory Note issued to Manchester Explorer, L.P. by Sanuwave Health, Inc. (incorporated by reference to Exhibit No. 4.2 of the Issuer’s Form 8-K filed by the Issuer on June 21, 2024)

Date of Transaction

Title of Class

Price Per

Share

Future Advance Convertible Promissory Note

$345,000(1)