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Filing Details

Accession Number:: 0000919574-24-005981
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-10-23 13:03:42
Reporting Period:: 2024-10-18

Accepted Time:: 2024-10-23 13:03:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1417663	Sanuwave Health Inc.	SNWV	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1169253	Manchester Management Co Llc	2 Calle Candina, #1701 San Juan PR 00907	No	No	No	Yes
1411524	Manchester Explorer, L.p.	2 Calle Candina, #1701 San Juan PR 00907	No	No	No	Yes
1512127	E James Besser	2 Calle Candina, #1701 San Juan PR 00907	No	No	No	Yes
1593072	C. Morgan Frank	2 Calle Candina, #1701 San Juan PR 00907	No	No	Yes	Yes
1735534	Manchester Management Pr, Llc	2 Calle Candina, #1701 San Juan PR 00907	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	150,000	$15.00	462,226	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	141,667	$25.13	603,893	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	18,000	$15.00	621,893	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	17,000	$25.13	638,893	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	7,667	$15.00	646,560	No	4	C	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	6,000	$15.00	652,560	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	5,667	$25.13	658,227	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	57,498	$15.00	715,725	No	4	C	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	8,625	$15.00	724,350	No	4	C	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	44,998	$15.00	769,348	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	6,750	$15.00	776,098	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	42,498	$25.13	818,596	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	6,375	$25.13	824,971	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	181,818	$8.25	1,006,790	No	4	P	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	24,000	$15.00	61,332	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	22,667	$25.13	83,999	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	15,000	$15.00	38,486	No	4	J	Direct
Common Stock, Par Value $0.001	Acquisiton	2024-10-18	14,167	$25.13	52,653	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	150,000	$0.00	150,000	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	141,667	$0.00	141,667	$25.13
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	18,000	$0.00	18,000	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	17,000	$0.00	17,000	$25.13
Common Stock, Par Value $0.001	Future Advance Convertible Promissory Note	Disposition	2024-10-18	7,667	$0.00	7,667	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	6,000	$0.00	6,000	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	5,667	$0.00	5,667	$25.13
Common Stock, Par Value $0.001	Future Advance Convertible Promissory Note	Disposition	2024-10-18	57,498	$0.00	57,498	$15.00
Common Stock, Par Value $0.001	Future Advance Convertible Promissory Note	Disposition	2024-10-18	8,625	$0.00	8,625	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	44,998	$0.00	44,998	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	6,750	$0.00	6,750	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	42,498	$0.00	42,498	$25.13
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	6,375	$0.00	6,375	$25.13
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	24,000	$0.00	24,000	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	22,667	$0.00	22,667	$25.13
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	15,000	$0.00	15,000	$15.00
Common Stock, Par Value $0.001	Common Stock Purchase Warrant	Disposition	2024-10-18	14,167	$0.00	14,167	$25.13

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2022-08-05	2027-08-05	No	4	J	Indirect
2022-08-05	2027-08-05	No	4	J	Indirect
2023-05-10	2028-05-10	No	4	J	Indirect
2023-05-10	2028-05-10	No	4	J	Indirect
2023-12-31	2024-12-31	No	4	C	Indirect
2023-12-31	2028-12-30	No	4	J	Indirect
2023-12-31	2028-12-30	No	4	J	Indirect
2025-01-21	2025-01-21	No	4	C	Indirect
2025-01-21	2025-01-21	No	4	C	Indirect
2024-01-21	2024-01-21	No	4	J	Indirect
2024-01-21	2024-01-21	No	4	J	Indirect
2024-01-21	2024-01-21	No	4	J	Indirect
2024-01-21	2024-01-21	No	4	J	Indirect
2022-11-15	2027-11-15	No	4	J	Indirect
2022-11-15	2027-11-15	No	4	J	Indirect
2022-08-05	2027-08-05	No	4	J	Direct
2022-08-05	2027-08-05	No	4	J	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	4,000	Direct

Footnotes

On October 18, 2024, effective upon the implementation of the Reverse Stock Split (as defined below), the Company issued an aggregate of 3,989,456 shares of Common Stock in exchange for all outstanding (A) Future Advance Convertible Promissory Notes ("Notes") and (B) Common Stock Purchase Warrants issued by the Company 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 of Common Stock 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 of
(cont'd from footnote 1) Common Stock per share subject to such Warrant (the "$15.00 Warrants"), 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 of Common Stock per share subject to such Warrant (the "$25.13 Warrants"). Simultaneous with the Exchange, each Warrant was exchanged pursuant to the mechanics reported by the Reporting Persons on the other Form 4 filed on October 22, 2024 by the Reporting Persons, which is incorporated herein by reference. The foregoing transactions, including the Exchange, were approved by the Board of Directors of the Issuer. 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.
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. As a result of the foregoing, the number of reported securities herein is on a post-Reverse Stock Split basis.
Pursuant to the terms of the Exchange, the $15.00 Warrants were each exchanged for approximately 0.0024 shares of Common Stock per share subject to such Warrant.
Pursuant to the terms of the Exchange, the $25.13 Warrants were each exchanged for approximately 0.0023 shares of Common Stock per share subject to such Warrant.
Pursuant to the terms of the Exchange, 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 of Common Stock at $15.00 per share.
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.
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, 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.
The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.
The reported securities are directly owned by James E. Besser in his personal capacity.
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 of the Issuer's Common Stock from the Issuer in a private placement at a price of $8.25 per share of Common Stock (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.