Manchester Management Co Llc - Nov 17, 2023 Form 4 Insider Report for SANUWAVE Health, Inc. (SNWV)

Signature
Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member
Stock symbol
SNWV
Transactions as of
Nov 17, 2023
Transactions value $
$0
Form type
4
Date filed
11/21/2023, 03:50 PM
Previous filing
Oct 18, 2023
Next filing
Jan 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNWV Common Stock, par value $0.001 Conversion of derivative security $460K +11.5M +460% $0.04 14M Nov 17, 2023 See footnote F1, F2
holding SNWV Common Stock, par value $0.001 108M Nov 17, 2023 See footnote F3
holding SNWV Common Stock, par value $0.001 11.9M Nov 17, 2023 Direct F4
holding SNWV Common Stock, par value $0.001 2.25M Nov 17, 2023 Direct F5

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 Conversion of derivative security -$460K 0 Nov 17, 2023 Common Stock, par value $0.001 11.5M $0.04 See footnote F1, F2
holding SNWV Common Stock Purchase Warrant 125M Nov 17, 2023 Common Stock, par value $0.001 125M $0.04 See footnote F3, F6, F7
holding SNWV Common Stock Purchase Warrant 125M Nov 17, 2023 Common Stock, par value $0.001 125M $0.07 See foonotae F3, F6, F7
holding SNWV Common Stock Purchase Warrant 12.5M Nov 17, 2023 Common Stock, par value $0.001 12.5M $0.04 Direct F4, F6, F7
holding SNWV Common Stock Purchase Warrant 12.5M Nov 17, 2023 Common Stock, par value $0.001 12.5M $0.07 Direct F4, F6, F7
holding SNWV Common Stock Purchase Warrant 20M Nov 17, 2023 Common Stock, par value $0.001 20M $0.04 See footnote F2, F8, F9
holding SNWV Common Stock Purchase Warrant 20M Nov 17, 2023 Common Stock, par value $0.001 20M $0.07 See footnote F2, F8, F9
holding SNWV Future Advance Convertible Promissory Note $300K Nov 17, 2023 Common Stock, par value $0.001 $0.04 See footnote F3, F10, F11, F12
holding SNWV Common Stock Purchase Warrant 7.5M Nov 17, 2023 Common Stock, par value $0.001 7.5M $0.04 See footnote F3, F13, F14
holding SNWV Common Stock Purchase Warrant 7.5M Nov 17, 2023 Common Stock, par value $0.001 7.5M $0.07 See footnote F3, F13, F14
holding SNWV Future Advance Convertible Promissory Note 18.7M Nov 17, 2023 Common Stock, par value $0.001 18.7M See footnote F3, F15, F16, F17
holding SNWV Future Advance Convertible Promissory Note 2.81M Nov 17, 2023 Common Stock, par value $0.001 2.81M See footnote F3, F15, F16, F18
holding SNWV Common Stock Purchase Warrant 12.5M Nov 17, 2023 Common Stock, par value $0.001 12.5M See footnote F3, F18, F19, F20, F21
holding SNWV Common Stock Purchase Warrant 1.88M Nov 17, 2023 Common Stock, par value $0.001 1.88M See footnote F3, F18, F19, F20, F22
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of the Future Advance Convertible Promissory Note issued on November 15, 2022, all principal and accrued and unpaid interest due as of the maturity date, November 15, 2023, has been converted by the Issuer into shares of Common Stock of the Issuer at a conversion price of $0.04 per share.
F2 The reported securities and warrants are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of JEB Partners, (ii) Manchester Management PR, LLC ("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
F3 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, the general partner of Explorer, (ii) 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.
F4 The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity
F5 The reported securities are directly owned by James E. Besser in his personal capacity.
F6 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.
F7 The warrants may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth 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 4.2.
F8 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.
F9 The warrants may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth 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.
F10 Per the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's S-1 filed on June 30, 2023 ("Exhibit 4.1"), 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 4.1, which is incorporated by reference.
F11 The exercise of the Future Advance Convertible Promissory Note is subject to limitations and conditions on exercise. 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 4.1, which is incorporated by reference.
F12 After all principal, accrued interest and other amounts at any time owed on the Future Advance Convertible Promissory Note have been paid in full, the Future Advance Convertible Promissory Note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. The foregoing description of the Future Advance Convertible Promissory Note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.1, which is incorporated by reference
F13 Per the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's S-1 filed on June 30, 2023 ("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.
F14 The warrants may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth 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 reference to Exhibit 4.2, which is incorporated by reference.
F15 Pursuant to a letter agreement between the Issuer and the lenders of the Asset-Backed Secured Promissory Notes, dated as of July 21, 2023 (the "July 2023 Notes"), the Issuer shall issue Manchester Explorer, L.P. a Future Advance Convertible Promissory Note with the same principal amount as the principal amount of its July 2023 Note, plus any accrued and unpaid interest, substantially in the form of Exhibit 4.29 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K"). The Future Advance Convertible Promissory Note shall be issued upon January 21, 2024 (the "Maturity Date") unless otherwise issued in connection with the consummation of a Fundamental Transaction. Exhibit 4.29 of the Form 10-K is incorporated by reference to the extent applicable to the Future Advance Convertible Promissory Note and reference is also made to the Schedule 13D filed by the Reporting Persons on July 26, 2023.
F16 The exercise of the July 2023 Notes 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 notes and the conversion or exercise, as applicable, of all other outstanding securities of the Issuer convertible into or exercisable for shares of Common Stock of the Issuer.
F17 Manchester Explorer, L.P. expects to be 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 amount of Common Stock listed herein is based on an aggregate principal amount of $749,962.50 (together with all accrued and unpaid interest thereon), with fractional shares rounded down.
F18 Manchester Explorer, L.P. expects to be 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 amount of Common Stock listed herein is based on an aggregate principal amount of $112,494.38 (together with all accrued and unpaid interest thereon), with fractional shares rounded down.
F19 Pursuant to a letter agreement between the Issuer and the lenders of the July 2023 Notes, the Issuer shall issue Manchester Explorer, L.P. two Common Stock Purchase Warrants, one with an exercise price of $0.04 per share and one with an exercise price of $0.067 per share, substantially in the form of Exhibit 4.30 to the Form 10-K, each of which shall be exercisable for such number of shares of the Issuer's common stock calculated by dividing the principal amount of the lender's Future Advance Convertible Promissory Note by $0.04. The Common Stock Purchase Warrants shall be issued upon the Maturity Date unless otherwise issued in connection with the consummation of a Fundamental Transaction. Exhibit 4.30 of the Form 10-K is incorporated by reference to the extent applicable to the Common Stock Purchase Warrants and reference is also made to the Schedule 13D filed by the Reporting Persons on July 26, 2023.
F20 The exercise of the reported warrants is 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.
F21 Represents an expected principal amount of $500,000 divided by $0.04.
F22 Represents an expected principal amount of $75,000 divided by $0.04.