Manchester Management Co Llc - May 9, 2023 Form 4 Insider Report for SANUWAVE Health, Inc. (SNWV)

Role
Director by Deputization
Signature
Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member
Stock symbol
SNWV
Transactions as of
May 9, 2023
Transactions value $
$300,000
Form type
4
Date filed
5/16/2023, 03:33 PM
Previous filing
May 16, 2023
Next filing
Jul 27, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 $300K $300K May 9, 2023 Common Stock, par value $0.001 $0.04 See footnote F2, F13, F14, F15
transaction SNWV Common Stock Purchase Warrant Other +7.5M 7.5M May 9, 2023 Common Stock, par value $0.001 7.5M $0.07 See footnote F2, F16, F17, F18
transaction SNWV Common Stock Purchase Warrant Other +7.5M 7.5M May 9, 2023 Common Stock, par value $0.001 7.5M $0.04 See footnote F2, F16, F17, F18
holding SNWV Future Advance Convertible Promissory Note 62.5M May 9, 2023 Common Stock, par value $0.001 62.5M $0.04 See footnote F1, F2
holding SNWV Future Advance Convertible Promissory Note 6.25M May 9, 2023 Common Stock, par value $0.001 6.25M $0.04 Direct F1, F3
holding SNWV Common Stock Purchase Warrant 125M May 9, 2023 Common Stock, par value $0.001 125M See footnote F2, F4, F5
holding SNWV Common Stock Purchase Warrant 125M May 9, 2023 Common Stock, par value $0.001 125M Direct F3, F4, F5
holding SNWV Future Advance Convertible Promissory Note $400K May 9, 2023 Common Stock, par value $0.001 $0.04 See footnote F6, F7, F8, F9
holding SNWV Common Stock Purchase Warrant 20M May 9, 2023 Common Stock, par value $0.001 20M See footnote F9, F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference.
F2 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.
F3 The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.
F4 Per the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's 8-K filed on August 8, 2022 ("Exhibit 4.2"), 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.
F5 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 4.2.
F6 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.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.
F12 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.
F13 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 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.
F14 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 4.3 of the Issuer's S-1/A filed on December 22, 2022, which is incorporated by reference.
F15 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 4.3 of the Issuer's S-1/A filed on December 22, 2022, which is incorporated by reference.
F16 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 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 4.4 of the Issuer's S-1/A filed on December 22, 2022, which is incorporated by reference.
F17 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 4.4 of the Issuer's S-1/A filed on December 22, 2022, which is incorporated by reference.
F18 Based on the formula contained in the Common Stock Purchase Warrant, the reporting persons may be entitled to receive up to 7,500,000 shares of Common Stock.