SCHEDULE: SANUWAVE Health: Manchester Group Trims Stake

Manchester Management and affiliated entities have filed an amended Schedule 13D, disclosing a slight reduction in their beneficial ownership of SANUWAVE Health, Inc. common stock.

Summary

• Reporting Persons, including Manchester Management Company, LLC, Manchester Management PR, LLC, Manchester Explorer, L.P., James E. Besser, and Morgan C. Frank, filed an Amendment No. 12 to their Schedule 13D.
• The filing updates their beneficial ownership in SANUWAVE Health, Inc. common stock.
• As of the filing date, James E. Besser beneficially owns 929,979 shares (10.8%), Morgan C. Frank owns 916,633 shares (10.7%), Manchester Management and Manchester PR own 927,979 shares (10.8%), and Manchester Explorer owns 863,980 shares (10.1%).
• The outstanding shares figure used for percentage calculation is 8,576,164, based on the Issuer's 10-Q filed on November 6, 2025.
• The Reporting Persons disposed of a total of 20,000 shares of Common Stock on December 11 and December 12, 2025.
• On December 11, 2025, 13,500 shares were sold at a weighted average price of $31.2798 per share.
• On December 12, 2025, 6,500 shares were sold at a weighted average price of $31.0444 per share.
• The shares sold were owned directly by JEB Partners, L.P. and indirectly beneficially owned by Manchester Management Company, LLC, Manchester Management PR, LLC, and James E. Besser.
• The Reporting Persons continue to hold their shares for investment purposes and reserve the right to engage with management and the board regarding maximizing shareholder value, including potential corporate transactions or changes to the company's structure.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the disposition of shares by a significant investor group, even though they maintain a substantial stake and express an intent to maximize shareholder value. The sale suggests a partial reduction in commitment or profit-taking, which can be viewed cautiously by the market.

Positives

• Reporting Persons continue to hold a significant stake (over 10%) in SANUWAVE Health, indicating continued investment interest.
• The stated purpose remains investment, with a focus on maximizing shareholder value.

Negatives

• The Reporting Persons disposed of 20,000 shares of common stock, which represents a reduction in their overall beneficial ownership.
• The sales occurred at prices around $31.04-$31.28, which could be seen as taking profits or reducing exposure.

Risks

• The Reporting Persons reserve the right to propose or effect significant changes, including extraordinary corporate transactions, changes in the Board or management, material changes in capitalization or dividend policy, operating policies, corporate structure, charter or bylaws, or even delisting. This introduces uncertainty regarding future corporate direction.
• The possibility of the Reporting Persons acting in concert with other shareholders could lead to activist pressure or changes not aligned with all shareholders' interests.

Future Outlook

The Reporting Persons continue to hold their shares for investment purposes and explicitly reserve the right to engage with SANUWAVE Health's management and Board of Directors regarding strategies to maximize shareholder value. This includes the potential for extraordinary corporate transactions, changes in management or the Board, alterations to capitalization or dividend policy, and modifications to operating policies or corporate structure. They also reserve the right to act in concert with other shareholders.

Management Comments

• The Reporting Persons have acquired their Shares of the Issuer for investment.
• 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.

Industry Context

This filing reflects a routine update by a significant institutional investor group regarding their stake in a publicly traded company. Such disclosures are common and provide transparency into major shareholder positions and their potential intentions, which can sometimes signal future activist engagement or strategic shifts within the company's sector.

Comparison to Industry Standards

• NA. This filing is a disclosure of beneficial ownership and transactions by an investor group, not a report on company performance or operational results that would typically be benchmarked against industry standards or comparable companies.

Stakeholder Impact

• Shareholders: The disposition of shares by a major investor group could signal a shift in sentiment or strategy, potentially influencing other investors' decisions. The stated intent to maximize shareholder value, coupled with the reservation of rights to propose significant corporate changes, could lead to increased activist pressure or strategic reviews.
• Management/Board: The Reporting Persons' ongoing contact with management and the Board, and their reserved right to propose significant changes, indicates potential for increased scrutiny or pressure on the company's strategic direction and governance.

Next Steps

• Reporting Persons may dispose of or enter into other transactions in the shares they beneficially own.
• Reporting Persons may continue to contact SANUWAVE Health's management, Board, and other shareholders regarding alternatives to maximize shareholder value.
• Reporting Persons reserve the right to effect extraordinary corporate transactions, changes in the Board or management, material changes in capitalization or dividend policy, operating policies, corporate structure, charter or bylaws, or delisting.
• Reporting Persons may act in concert with other shareholders or persons for a common purpose.

Key Dates

Recommendation

While a significant investor group has reduced its stake by selling 20,000 shares, they still maintain over 10% beneficial ownership and explicitly state their intent to maximize shareholder value. The reservation of rights to propose significant corporate changes suggests potential future activism or strategic shifts, which could create both upside and downside volatility. Given the mixed signals of a partial sale alongside continued engagement and a substantial remaining stake, a 'hold' recommendation is appropriate until further clarity emerges on the investor group's specific intentions or the company's response.

Keywords

SANUWAVE Health, SWAV, Schedule 13D/A, Beneficial Ownership, Institutional Investor, Shareholder Activism, Stock Sale, Investment Management, Manchester Management, James E. Besser, Morgan C. Frank