0000919574-24-000048.txt : 20240103 0000919574-24-000048.hdr.sgml : 20240103 20240103183113 ACCESSION NUMBER: 0000919574-24-000048 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231230 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANCHESTER MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001169253 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52985 FILM NUMBER: 24508867 BUSINESS ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6178568995 MAIL ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Manchester Explorer, L.P. CENTRAL INDEX KEY: 0001411524 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52985 FILM NUMBER: 24508866 BUSINESS ADDRESS: STREET 1: MANCHESTER MANAGEMENT COMPANY, L.L.C STREET 2: 3 WEST HILL PLACE CITY: Boston STATE: ma ZIP: 02114 BUSINESS PHONE: 617-399-1740 MAIL ADDRESS: STREET 1: MANCHESTER MANAGEMENT COMPANY, L.L.C STREET 2: 3 WEST HILL PLACE CITY: Boston STATE: ma ZIP: 02114 FORMER NAME: FORMER CONFORMED NAME: Manchester Explorer LP DATE OF NAME CHANGE: 20070904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANCHESTER MANAGEMENT PR, LLC CENTRAL INDEX KEY: 0001735534 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52985 FILM NUMBER: 24508865 BUSINESS ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 617-399-1740 MAIL ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BESSER JAMES E CENTRAL INDEX KEY: 0001512127 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52985 FILM NUMBER: 24508863 MAIL ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRANK MORGAN C. CENTRAL INDEX KEY: 0001593072 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52985 FILM NUMBER: 24508864 MAIL ADDRESS: STREET 1: 2 CALLE NAIRN STREET 2: UNIT 701 CITY: SAN JUAN STATE: PR ZIP: 00907 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SANUWAVE Health, Inc. CENTRAL INDEX KEY: 0001417663 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 201176000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3360 MARTIN FARM RD STREET 2: SUITE 100 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 770-419-7525 MAIL ADDRESS: STREET 1: 3360 MARTIN FARM RD STREET 2: SUITE 100 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: RUB MUSIC ENTERPRISES, INC. DATE OF NAME CHANGE: 20071106 4 1 ownership.xml X0508 4 2023-12-30 0 0001417663 SANUWAVE Health, Inc. SNWV 0001169253 MANCHESTER MANAGEMENT CO LLC 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 0 1 Director by Deputization 0001411524 Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 0 1 Director by Deputization 0001735534 MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 0 1 Director by Deputization 0001593072 FRANK MORGAN C. 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 1 1 Director by Deputization 0001512127 BESSER JAMES E 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 0 1 Director by Deputization 0 Common Stock Purchase Warrant 0.04 2022-08-05 2027-08-05 Common Stock, par value $0.001 125000000 125000000 I See footnote. Common Stock Purchase Warrant 0.067 2022-08-05 2027-08-05 Common Stock, par value $0.001 125000000 125000000 I See footnote. Common Stock Purchase Warrant 0.04 2022-08-05 2027-08-05 Common Stock, par value $0.001 12500000 12500000 D Common Stock Purchase Warrant 0.067 2022-08-05 2027-08-05 Common Stock, par value $0.001 12500000 12500000 D Common Stock Purchase Warrant 0.04 2022-11-15 2027-11-15 Common Stock, par value $0.001 20000000 20000000 I See footnote. Common Stock Purchase Warrant 0.067 2022-11-15 2027-11-15 Common Stock, par value $0.001 20000000 20000000 I See footnote. Future Advance Convertible Promissory Note 0.04 2023-05-10 Common Stock, par value $0.001 300000 I See footnote. Common Stock Purchase Warrant 0.04 2023-05-10 2028-05-10 Common Stock, par value $0.001 7500000 7500000 I See foonote. Common Stock Purchase Warrant 0.067 2023-05-10 2028-05-10 Common Stock, par value $0.001 7500000 7500000 I See footnote. Future Advance Convertible Promissory Note Common Stock, par value $0.001 18749062 18749062 I See footnote. Future Advance Convertible Promissory Note Common Stock, par value $0.001 2812359 2812359 I See footnote. Common Stock Purchase Warrant Common Stock, par value $0.001 12500000 12500000 I See footnote. Common Stock Purchase Warrant Common Stock, par value $0.001 1875000 1875000 I See footnote. Future Advance Convertible Promissory Note 0.04 2023-12-30 4 J 0 100000 A 2023-12-31 Common Stock, par value $0.001 100000 I See footnote. Common Stock Purchase Warrant 0.067 2023-12-30 4 J 0 2500000 A 2023-12-31 2028-12-30 Common Stock, par value $0.001 2500000 2500000 I See footnote. Common Stock Purchase Warrant 0.04 2023-12-30 4 J 0 2500000 A 2028-12-30 Common Stock, par value $0.001 2500000 2500000 I See footnote. 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. 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. 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. The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity. 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. The reported securities are directly owned by James E. Besser in his personal capacity. 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. 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. 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 the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's S-1/A filed on June 30, 2023 ("Exhibit 4.1"), which is incorporated by reference. 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. Per 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. Per the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's S-1/A 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. 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. 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. 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. 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. 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. 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. Represents an expected principal amount of $500,000 divided by $0.04. 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. Represents an expected principal amount of $75,000 divided by $0.04. 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 4.1+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference. 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. 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. 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 4.2+ of the Issuer's S-1/A filed on September 29, 2023, which is incorporated by reference. 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. Based on the formula contained in the Common Stock Purchase Warrant, the reporting persons may be entitled to receive up to 2,500,000 shares of Common Stock. Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member 2024-01-03 Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner 2024-01-03 Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member 2024-01-03 Morgan C. Frank, By: /s/ Morgan C. Frank 2024-01-03 James E. Besser, By: /s/ James E. Besser 2024-01-03