Manchester Explorer, L.P. - 18 Oct 2024 Form 4 Insider Report for SANUWAVE Health, Inc. (SNWV)

Footnote F1

On October 15, 2024, the Issuer filed a Certificate of Amendment to its Articles of Incorporation, as amended (the "Certificate of Amendment"), to implement a 1-for-375 reverse stock split (the "Reverse Stock Split") of Common Stock. As a result of the Reverse Stock Split, at 12:01 a.m. Mountain Time on October 18, 2024, every 375 shares of Common Stock then issued and outstanding automatically were combined into one share of Common Stock, with no change in par value per share. No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have resulted from the Reverse Stock Split will be settled in cash. The text of the Certificate of Amendment that effected the foregoing actions was included as Exhibit 3.1 of the 8-K and is incorporated herein by reference.

Footnote F2

Pursuant to a letter agreement entered into by certain of the Reporting Persons and the Issuer, and with the consent of the Board of Directors of the Issuer, the Reporting Persons agreed to exchange the reported warrants for warrants with different terms.

Footnote F3

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 Explorer 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.

Footnote F4

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.

Footnote F5

Explorer 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) $15.00.

Footnote F6

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.

Footnote F7

Explorer 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) $15.00. The amount of Common Stock listed herein is based on an aggregate principal amount of $749,962.50 50 (calculated pre-Reverse Stock Split), with fractional shares rounded down.

Footnote F8

Pursuant to a letter agreement between the Issuer and the lenders of the July 2023 Notes, the Issuer shall issue Explorer two Common Stock Purchase Warrants, one with an exercise price of $15.00 per share and one with an exercise price of $25.13 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 $15.00. 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.

Footnote F9

Explorer expects to be entitled to a 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 $15.000. The amount of Common Stock listed herein is based on an aggregate principal amount of $749,962.50 (calculated pre-Reverse Stock Split), with fractional shares rounded down.

Footnote F10

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.

Footnote F11

Explorer expects to be entitled to a 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 $15.00. The amount of Common Stock listed herein is based on an aggregate principal amount of $112,494.38 (calculated pre-Reverse Stock Split), with fractional shares rounded down.

Footnote F12

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) $15.00. 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 4.1+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

Footnote F13

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 4.1+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

Footnote F14

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 4.1+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

Footnote F15

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. 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 4.2+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

Footnote F16

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 4.2+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference.

Footnote F17

Based on the formula contained in the Common Stock Purchase Warrant, the reporting persons may be entitled to receive up to 5,667 shares of Common Stock.