0000919574-24-005979.txt : 20241023 0000919574-24-005979.hdr.sgml : 20241023 20241023125626 ACCESSION NUMBER: 0000919574-24-005979 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241018 FILED AS OF DATE: 20241023 DATE AS OF CHANGE: 20241023 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: 241388587 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: 241388588 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: 241388584 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: 241388585 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: 241388586 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 2024-10-18 0 0001417663 SANUWAVE Health, Inc. SNWV 0001411524 Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 0 1 Director by Deputization 0001169253 MANCHESTER MANAGEMENT CO 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 0001735534 MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 0 1 Director by Deputization 0 Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 166667 D 2022-08-05 2027-08-05 Common Stock, par value $0.001 166667 0 I See footnote Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 150000 A 2022-08-05 2027-08-05 Common Stock, par value $0.001 150000 150000 I See footnote Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 166667 D 2022-08-05 2027-08-05 Common Stock, par value $0.001 166667 0 I See footnote Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 141667 A 2022-08-05 2027-08-05 Common Stock, par value $0.001 141667 141667 I See footnote Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 16667 D 2022-08-05 2027-08-05 Common Stock, par value $0.001 16667 0 D Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 15000 A 2022-08-05 2027-08-05 Common Stock, par value $0.001 15000 15000 D Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 16667 D 2022-08-05 2027-08-05 Common Stock, par value $0.001 16667 0 D Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 14167 A 2022-08-05 2027-08-05 Common Stock, par value $0.001 14167 14167 D Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 26667 D 2022-11-15 2027-11-15 Common Stock, par value $0.001 26667 0 I See footnote Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 24000 A 2022-11-15 2027-11-15 Common Stock, par value $0.001 24000 24000 I See footnote Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 26667 D 2022-11-15 2027-11-15 Common Stock, par value $0.001 26667 0 I See footnote Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 22667 A 2022-11-15 2027-11-15 Common Stock, par value $0.001 22667 22667 I See footnote Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 20000 D 2023-05-10 2028-05-10 Common Stock, par value $0.001 20000 0 I See footnote Common Stock Purchase Warrant 15.00 2024-10-18 4 J 0 18000 A 2023-05-10 2028-05-10 Common Stock, par value $0.001 18000 18000 I See footnote Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 20000 D 2023-05-10 2028-05-10 Common Stock, par value $0.001 20000 0 I See footnote Common Stock Purchase Warrant 25.13 2024-10-18 4 J 0 17000 A 2023-05-10 2028-05-10 Common Stock, par value $0.001 17000 17000 I See footnote 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. 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. The warrants may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's 8-K filed on August 8, 2022 ("Exhibit 4.2"). 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 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 directly owned by Morgan C. Frank in his personal capacity. 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 of the Issuer's S-1/A filed on December 22, 2022, which is incorporated by reference. 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 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. This is the first part of a Form 4 filing for the Reporting Persons. There are two parts to this Form 4 filing because of the constraint of a 30 transaction line maximum for tables in a Form 4. Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner 2024-10-23 Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member 2024-10-23 Morgan C. Frank, By: /s/ Morgan C. Frank 2024-10-23 James E. Besser, By: /s/ James E. Besser 2024-10-23 Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member 2024-10-23