| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNWV | Future Advance Convertible Promissory Note | Other | $400K | $400K | Nov 14, 2022 | Common Stock, par value $0.001 | $0.04 | See footnote | F1, F2, F3, F4 | ||||
| transaction | SNWV | Common Stock Purchase Warrant | Other | +20M | 20M | Nov 14, 2022 | Common Stock, par value $0.001 | 20M | See footnote | F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | Per the Future Advance Convertible Promissory Note included as Exhibit 4.3 of the Issuer's S-1/A filed on December 22, 2022 (Exhibit 4.3"), 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) $0.04. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.3, which is incorporated by reference. This Future Advance Convertible Promissory Note was erroneously listed as a disposition on the Form 4 filed on 1/12/2023. |
| F2 | The exercise of the Future Advance Convertible Promissory Note is subject to the limitations and conditions on exercise set forth in Exhibit 4.3, 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 reference to Exhibit 4.3, which is incorporated by reference. |
| F3 | 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 reference to Exhibit 4.3, which is incorporated by reference. |
| F4 | The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. 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. |
| F5 | Per the Common Stock Purchase Warrant included as Exhibit 4.4 of the Issuer's S-1/A filed on December 22, 2022 ("Exhibit 4.4"), it is currently intended there will be two warrants issued, one with a strike price of $0.067 and the other with a strike price of $0.04. This Common Stock Purchase Warrant was erroneously listed as a disposition on the Form 4 filed on 1/12/2023. |
| F6 | The exercise of the reported warrants are 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 warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.4, which is incorporated by reference. |
| F7 | 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 warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.4, which is incorporated by reference. |