Sec Form 13D Filing - MANCHESTER MANAGEMENT CO LLC filing for SANUWAVE Health Inc. (SNWV) - 2024-01-03

James E. Besser

c/o Manchester Management Company, LLC

2 Calle Candina, #1701

San Juan, Puerto Rico, 00907

Telephone Number: (617) 399-1741

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The Reporting Persons acquired their Shares for investment and are filing this Schedule 13D/A to report a change in their respective beneficial ownership percentages of the Shares resulting from an agreement between the Issuer and the Reporting Persons to remove beneficial ownership blocker provisions of notes and warrants of the Issuer beneficially owned by the Reporting Persons, as reported on Table II of the Form 4 filed by the Reporting Persons on November 21, 2023, which is incorporated herein by reference (the “Derivatives”) and as further described in Item 6.

On August 5, 2022, Morgan C. Frank was appointed to the board of directors of the Issuer to serve as Chair.

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Besser:

As of the date hereof, Besser may be deemed to be the beneficial owner of

474,272,067 Shares, constituting 33.86% of the Shares*.

Besser has the sole power to vote or direct the vote of 2,250,000 Shares; has the shared power to vote or direct the vote of 472,022,067 Shares; has the sole power to dispose or direct the disposition of 2,250,000 Shares; and has the shared power to dispose or direct the disposition of 472,022,067 Shares.

Frank:

As of the date hereof, Frank may be deemed to be the beneficial owner of

454,964,873 Shares, constituting 32.48% of the Shares*.

Frank has the sole power to vote or direct the vote of 36,942,806 Shares; has the shared power to vote or direct the vote of 418,022,067 Shares; has the sole power to dispose or direct the disposition of 36,942,806 Shares; and has the shared power to dispose or direct the disposition of 418,022,067 Shares.

Manchester and GP:

As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 472,022,067 Shares, cons tituting 33.70% of the Shares*.

Manchester and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 472,022,067 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 472,022,067 Shares.

Explorer:

As of the date hereof, Explorer may be deemed to be the beneficial owner of

418,022,067 Shares, constituting 29.84% of the Shares*.

Explorer has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 418,022,067 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 418,022,067 Shares.

Excluding the transactions described in Item 6, the Reporting Persons have not transacted in shares of the Issuer within the previous 60 days.

*The outstanding Shares figure reflects 1,400,639,885 Shares, which is comprised of two components: (i) 1,026,078,464 Shares outstanding as reported in the Issuer’s 10-Q filed by the Issuer on November 9, 2023; and (ii) 374,561,421 Shares of the Issuer that the Reporting Persons may acquire on conversion, exercise or exchange of the Derivatives, as further described in Item 6.

There are no material changes to Item 6 of the Schedule 13D amendment, submitted on November 22, 2023 except for the following:

On December 30, 2023, certain of the Reporting Persons entered into a Securities Purchase Agreement (the “December 2023 Purchase Agreement”) with the Issuer. The December 2023 Purchase Agreement provided for a private placement of (i) Future Advance Convertible Promissory Notes (the “December 2023 Note”); (ii) warrants to purchase Shares with an exercise price of $0.067 per share (the “.067 Warrant”) and (iii) warrants to purchase Shares with an exercise price of $.04 per shares (the “.04 Warrant” and collectively with the .067 Warrant, the “December 2023 Warrants”). The December 2023 Note and the December 2023 Warrants are not currently exercisable and will only be exercisable at such time as the Issuer’s authorized and unissued Shares are at a number sufficient to permit the exercise or conversion of all outstanding securities exercisable for, or convertible into, Shares. The exercise price of the December 2023 Warrants is subject to adjustment, including if the Issuer issues or sells Shares or Share Equivalents (as defined in the December 2023 Warrants) for an effective consideration price less than the exercise price of the December 2023 Warrants or if the Issuer lists its Shares on The Nasdaq Capital Market and the average volume weighted average price of such Shares for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the exercise price of the December 2023 Warrants shall never be less than $0.01 per share. The December 2023 Warrants have a five-year term. The warrants described in Exhibit B 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 December 2023 Warrants are subject to a 4.99% beneficial ownership limitation and are therefore not currently convertible, exercisable or exchangeable by the Reporting Persons for Shares of the Issuer. The foregoing description of the December 2023 Warrants does not purport to be complete and is subject to and qualified in its entirety by the full agreement to which the December 2023 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.

Pursuant to the December 2023 Note, the Issuer promised to pay the Reporting Persons in cash and/or in Shares, at a conversion price of $0.04, the principal as may be advanced in disbursements, and to pay interest at a rate of 15% per annum on any outstanding principal at the applicable interest rate from the date of the December 2023 Note until the December 2023 Note is accelerated, converted, redeemed or otherwise. The conversion price of the December 2023 Note is subject to adjustment, including if the Issuer issues or sells Shares for a price per share less than the conversion price of the December 2023 Note or if the Issuer lists its Shares on The Nasdaq Capital Market and the average volume weighted average price of such Shares for the five trading days preceding such listing is less than $0.04 per share; provided, however, that the conversion price shall never by less than $0.01. The December 2023 Note is subject to a 4.99% beneficial ownership limitation and is therefore not currently convertible, exercisable or exchangeable by the Reporting Persons for Shares of the Issuer. The foregoing description of the December 2023 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.

In addition, in connection with the December 2023 Purchase Agreement, certain of the Reporting Persons entered into (i) a security agreement in favor of such Reporting Persons to secure the Issuer’s obligation under the December 2023 Note, (ii) a subordination agreement pursuant to which the rights of such Reporting Persons under the December 2023 Note are subordinate to the rights of certain other lenders and (iii) a registration rights agreement, pursuant to which the Issuer agreed to file a registration statement with the SEC no later than sixty (60) days following the closing date of the December 2023 Purchase Agreement to register the resale of the number of the Shares issuable upon conversion of the December 2023 Note and exercise of the December 2023 Warrants issued pursuant to the December 2023 Purchase Agreement and to cause the registration to become effective within one-hundred eighty (180) days following the closing date of the December 2023 Purchase Agreement.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

(Date)

(Date)

Price Per Share

Future Advance Convertible Promissory Note

Warrants to purchase Common Stock, par value $0.001