Sec Form 4 Filing - Manchester Explorer, L.P. @ SANUWAVE Health, Inc. - 2024-10-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Manchester Explorer, L.P. 2. Issuer Name and Ticker or Trading Symbol SANUWAVE Health, Inc. [ SNWV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 2 CALLE CANDINA, #1701 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2024 (Street) SAN JUAN, PR00907 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Purchase Warrant $ 15 ( 1 ) 10/18/2024 J( 2 ) 166,667 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 166,667 ( 3 ) ( 1 ) 0 I See footnote ( 4 ) Common Stock Purchase Warrant $ 15 ( 1 ) 10/1 8/2024 J( 2 ) 150,000 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 150,000 ( 3 ) ( 1 ) 150,000 I See footnote ( 4 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 166,667 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 166,667 ( 3 ) ( 1 ) 0 I See footnote ( 4 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 141,667 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 141,667 ( 3 ) ( 1 ) 141,667 I See footnote ( 4 ) Common Stock Purchase Warrant $ 15 ( 1 ) 10/18/2024 J( 2 ) 16,667 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 16,667 ( 3 ) ( 1 ) 0 D ( 5 ) Common Stock Purchase Warrant $ 15 ( 1 ) 10/18/2024 J( 2 ) 15,000 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 15,000 ( 3 ) ( 1 ) 15,000 D ( 5 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 16,667 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 16,667 ( 3 ) ( 1 ) 0 D ( 5 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 14,167 ( 3 ) 08/05/2022 08/05/2027 Common Stock, par value $0.001 14,167 ( 3 ) ( 1 ) 14,167 D ( 5 ) Common Stock Purchase Warrant $ 15 ( 1 ) 10/18/2024 J( 2 ) 26,667 ( 6 ) 11/15/2022 11/15/2027 Common Stock, par value $0.001 26,667 ( 6 ) ( 1 ) 0 I ( 7 ) See footnote ( 7 ) Common Stock Purchase Warrant $ 15 ( 1 ) 10/18/2024 J( 2 ) 24,000 ( 6 ) 11/15/2022 11/15/2027 Common Stock, par value $0.001 24,000 ( 6 ) ( 1 ) 24,000 I ( 7 ) See footnote ( 7 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 26,667 ( 6 ) 11/15/2022 11/15/2027 Common Stock, par value $0.001 26,667 ( 6 ) ( 1 ) 0 I ( 7 ) See footnote ( 7 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 22,667 ( 6 ) 11/15/2022 11/15/2027 Common Stock, par value $0.001 22,667 ( 6 ) ( 1 ) 22,667 I ( 7 ) See footnote ( 7 ) Common Stock Purchase Warrant $ 15 ( 1 ) 10/18/2024 J( 2 ) 20,000 ( 8 ) 05/10/2023( 8 ) 05/10/2028 Common Stock, par value $0.001 20,000 ( 8 ) ( 1 ) 0 I ( 4 ) See footnote ( 4 ) Common Stock Purchase Warrant $ 15 ( 1 ) 10/18/2024 J( 2 ) 18,000 ( 8 ) 05/10/2023( 8 ) 05/10/2028 Common Stock, par value $0.001 18,000 ( 8 ) ( 1 ) 18,000 I ( 4 ) See footnote ( 4 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 20,000 ( 8 ) 05/10/2023( 8 ) 05/10/2028 Common Stock, par value $0.001 20,000 ( 8 ) ( 1 ) 0 I ( 4 ) See footnote ( 4 ) Common Stock Purchase Warrant $ 25.13 ( 1 ) 10/18/2024 J( 2 ) 17,000 ( 8 ) 05/10/2023( 8 ) 05/10/2028 Common Stock, par value $0.001 17,000 ( 8 ) ( 1 ) 17,000 I ( 4 ) See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 Director by Deputization MANCHESTER MANAGEMENT CO LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 Director by Deputization FRANK MORGAN C. 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Director by Deputization BESSER JAMES E 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 Director by Deputization MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 Director by Deputization Signatures Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner 10/23/2024 Signature of Reporting Person Date Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member 10/23/2024 Signature of Reporting Person Date Morgan C. Frank, By: /s/ Morgan C. Frank 10/23/2024 Signature of Reporting Person Date James E. Besser, By: /s/ James E. Besser 10/23/2024 Signature of Reporting Person Date Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member 10/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 outstandi ng 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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity. ( 6 )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. ( 7 )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. ( 8 )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.

Remarks: 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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