Sec Form 13D Filing - MANCHESTER MANAGEMENT CO LLC filing for SANUWAVE Health Inc. (SNWVD) - 2024-10-22

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)

The Reporting Persons acquired their Shares for investment and are filing this Schedule 13D/A to report: (x) a change in their respective beneficial ownership percentages of the Shares, as indicated in Item 5 below, as a result of the 1-for-375 reverse stock split of the Shares that became effective on October 18, 2024 (the “Reverse Stock Split”); (y) a change in their respective beneficial ownership percentages of the Shares, as indicated in Item 5 below, as a result of the Issuer’s issuance of an aggregate of 3,989,456 Shares in exchange for all outstanding (A) Future Advance Convertible Promissory Notes (“Notes”) and (B) Common Stock Purchase Warrants issued by the Issuer in private placements in August 2022, November 2022, May 2023, December 2023, January 2024 and June 2024 (collectively, the “Warrants”) ((A) and (B), together, the “Exchange”). Pursuant to the Exchange, after adjustment to reflect the Reverse Stock Split, (i) each outstanding Note was fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the Note) into Shares at $15.00 per share, (ii) each Warrant with an exercise price of $15.00 per share (i.e., $0.04 prior to the Reverse Stock Split) was exchanged for 0.0024 Shares per share subject to such Warrant, and (iii) each Warrant with an exercise price of $25.13 per share (i.e., $0.067 prior to the Reverse Stock Split) was exchanged for approximately 0.0023 Shares share subject to such Warrant. The foregoing description of the Exchange does not purport to be complete and is subject to and qualified in its entirety by reference to the Issuer’s 8-K filed on October 18, 2024 (the “8-K”), which is incorporated herein by reference; and (z) that on October 16, 2024, Explorer entered into a securities purchase agreement (the “Purchase Agreement”) with the Issuer, pursuant to which Explorer acquired 181,818 Shares from the Issuer in a private placement at a price of $8.25 per Share (the “Private Placement”), in each case, after adjustment to reflect the Reverse Stock Split. The Private Placement closed on October 18, 2024. The foregoing descriptions of the Purchase Agreement and the Private Placement do not purport to be complete and is subject to and qualified in its entirety by reference to the 8-K, which is incorporated herein by reference.

In addition, prior to the Exchange, certain Reporting Persons were required to elect whether or not they would participate in the Exchange pursuant to letter agreements provided by the Issuer. Such Reporting Persons each elected to participate in the Exchange pursuant to the letter agreements alongside other shareholders, with such election contingent upon the implementation of the Reverse Stock Split.

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

1,094,789 Shares, constituting 12.8% of the Shares*.

Besser has the sole power to vote or direct the vote of 4,000 Shares; has the shared power to vote or direct the vote of 1,090,789 Shares; has the sole power to dispose or direct the disposition of 4,000 Shares; and has the shared power to dispose or direct the disposition of 1,090,789 Shares.

Frank:

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

1,059,443 Shares, constituting 12.8% of the Shares*.

Frank has the sole power to vote or direct the vote of 52,653 Shares; has the shared power to vote or direct the vote of 1,006,790 Shares; has the sole power to dispose or direct the disposition of 52,653 Shares; and has the shared power to dispose or direct the disposition of 1,006,790 Shares.

Manchester and GP:

As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 1,090,789 Shares, constituting 12.8% 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 1,090,789 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 1,090,789 Shares.

Explorer:

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

1,006,790 Shares, constituting 11.8% 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 1,006,790 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 1,006,790 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 8,534,305 shares issued and outstanding, after adjustment to reflect the Reverse Stock Split.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer.

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

Date of Transaction

Title of Class

Price Per

Share

Common Stock Purchase Warrant

150,000 (2) (3) (6)

Common Stock Purchase Warrant

141,667 (2) (4) (6)

Common Stock Purchase Warrant

18,000 (2) (3) (6)

Common Stock Purchase Warrant

17,000 (2) (4) (6)

7,667 (2) (5) (6)

Common Stock Purchase Warrant

6,000 (2) (3) (6)

Common Stock Purchase Warrant

5,667 (2) (4) (6)

57,498 (2) (5) (6)

8,625 (2) (5) (6)

Common Stock Purchase Warrant

44,998 (2) (3) (6)

Common Stock Purchase Warrant

6,750 (2) (3) (6)

Common Stock Purchase Warrant

42,498 (2) (4) (6)

Common Stock Purchase Warrant

6,375 (2) (4) (6)

Common Stock Purchase Warrant

15,000 (2) (3) (7)

Common Stock Purchase Warrant

14,167 (2) (4) (7)