4/A: SANUWAVE Health Insiders Amend Filing, Report Stock Sales

An amended SEC Form 4/A reveals multiple insider stock sales by Manchester Management entities and individuals affiliated with SANUWAVE Health, totaling over 144,000 shares.

Summary

• Manchester Management Co LLC, Manchester Explorer, L.P., Manchester Management PR, LLC, Morgan C. Frank, and James E. Besser, all affiliated with SANUWAVE Health, Inc., filed an amended Form 4/A.
• The amendment corrects a typographical error in the Explanation of Responses section of the original Form 4 filed on December 10, 2025.
• The filing reports several sales of SANUWAVE Health Common Stock (par value $0.001) by reporting persons.
• On December 8, 2025, 125,400 shares were sold at $30.75, leaving 881,390 shares indirectly owned by Manchester Explorer, L.P. and its affiliates.
• On December 9, 2025, 8,785 shares were sold at a weighted average price of $30.5838 (range $30.00 to $31.71), reducing indirect ownership to 872,605 shares.
• On December 10, 2025, 8,625 shares were sold at a weighted average price of $30.3918 (range $30.01 to $30.90), further reducing indirect ownership to 863,980 shares.
• Additionally, on December 8, 2025, James E. Besser directly sold 2,000 shares at a weighted average price of $31.6017 (range $29.88 to $33.50), retaining 2,000 shares directly.
• The reported transactions were made pursuant to a Rule 10b5-1(c) plan, indicating pre-scheduled sales.
• Following these transactions, James E. Besser also indirectly beneficially owns 83,999 shares through JEB Partners, L.P., and Morgan C. Frank directly owns 52,653 shares and warrants.

Sentiment

Score: 5

Explanation: The filing reports insider stock sales, which can be perceived as slightly negative. However, the explicit mention of these transactions being part of a Rule 10b5-1(c) plan mitigates the negative sentiment, as such sales are pre-scheduled and do not necessarily reflect a current negative outlook on the company. The primary purpose of this specific filing is an amendment to correct a typographical error, which is neutral.

Negatives

• Reporting persons, including entities associated with Manchester Management and individuals James E. Besser and Morgan C. Frank, sold a total of 144,810 shares of SANUWAVE Health common stock across multiple transactions between December 8 and December 10, 2025.
• These sales represent a reduction in the beneficial ownership stake of key insiders and affiliated entities.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The reported securities are owned directly by Manchester Explorer, L.P. and may be deemed to be indirectly beneficially owned by Manchester Management Company, LLC, Manchester Management PR, LLC, James E. Besser, and Morgan Frank.
• Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
• The prices reported for certain transactions are weighted average prices, with full information regarding shares sold at each separate price available upon request to the Issuer, security holders, or the SEC staff.
• The reported securities are directly owned by James E. Besser in his personal capacity.
• The reported securities are owned directly by JEB Partners, L.P. and may be deemed to be indirectly beneficially owned by Manchester Management, Manchester PR, and James E. Besser.
• The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.

Industry Context

This Form 4/A filing, reporting insider stock sales, is a routine disclosure required by the SEC for officers, directors, and significant shareholders. It does not provide specific industry context or relate to broader industry trends beyond the general market activity of insider transactions.

Related Party Transactions

• Manchester Management Co LLC, Manchester Explorer, L.P., Manchester Management PR, LLC, Morgan C. Frank, and James E. Besser, all reporting persons with relationships to SANUWAVE Health (Director, 10% Owner, Director by Deputization), engaged in sales of the company's common stock.
• These transactions involve entities and individuals considered insiders or related parties to the issuer.

Stakeholder Impact

• Shareholders may interpret the insider sales as a signal, though the 10b5-1 plan suggests these were pre-planned and not necessarily indicative of a change in management's current view of the company's prospects.
• The amendment itself has minimal direct impact on stakeholders, serving primarily to correct a clerical error in a public disclosure.

Key Dates

Keywords

SANUWAVE Health, SNWV, Form 4/A, Insider Sales, Beneficial Ownership, Manchester Management, James E. Besser, Morgan C. Frank, 10b5-1 Plan