Form 4: Manchester Management Converts Debt to Equity in Sanuwave Health, Inc.
SEC Form 4
Manchester Management converted a Future Advance Convertible Promissory Note into 8,625,000 shares of Sanuwave Health, Inc. common stock at $0.04 per share.
Summary
- On May 9, 2024, Manchester Management converted a Future Advance Convertible Promissory Note into 8,625,000 shares of Sanuwave Health, Inc. common stock.
- The conversion price was $0.04 per share.
- The total amount of common stock beneficially owned following the reported transaction is 117,085,646 shares indirectly and 11,057,500 shares directly.
- The filing also details ownership of various warrants to purchase common stock at prices of $0.04 and $0.067, some of which are held directly and some indirectly through entities like JEB Partners, L.P. and Manchester Explorer, L.P..
- The exercise of these warrants is subject to certain limitations, including the availability of authorized and unissued shares.
Sentiment
Score: 5
Explanation: This is a neutral disclosure of transactions. The sentiment is neither particularly positive nor negative.
Risks
- The exercise of warrants and conversion of notes are contingent upon the availability of a sufficient number of authorized and unissued shares, which could pose a risk if the company's share authorization is limited.
- The value of the warrants is dependent on the market price of Sanuwave Health, Inc.'s common stock exceeding the exercise prices of $0.04 and $0.067.
Future Outlook
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.
Industry Context
Form 4 filings are standard disclosures for significant changes in beneficial ownership, providing transparency to investors regarding insider activity.
Stakeholder Impact
- The conversion of debt to equity could dilute existing shareholders.
- The increased number of shares outstanding may affect the stock price.
Key Dates
| Date | Description |
|---|---|
| 08/05/2022 | Date of Common Stock Purchase Warrants with expiration date 08/05/2027 and exercise prices of $0.04 and $0.067. |
| 11/15/2022 | Date of Common Stock Purchase Warrants with expiration date 11/15/2027 and exercise prices of $0.04 and $0.067. |
| 05/09/2023 | Date of Future Advance Convertible Promissory Note issued. |
| 05/10/2023 | Date of Common Stock Purchase Warrants with expiration date 05/10/2028 and exercise prices of $0.04 and $0.067. |
| 07/21/2023 | Date of letter agreement regarding Future Advance Convertible Promissory Note. |
| 12/31/2023 | Date of Future Advance Convertible Promissory Note. |
| 01/21/2024 | Maturity Date of Future Advance Convertible Promissory Note unless issued in connection with a Fundamental Transaction. |
| 05/09/2024 | Maturity date of the Future Advance Convertible Promissory Note, converted into shares of Common Stock. |
| 05/13/2024 | Date of Form 4 filing. |
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