Amendment: SEC Form SCHEDULE 13D/A filed by SANUWAVE Health Inc.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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SANUWAVE Health, Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
80303D305 (CUSIP Number) |
JAMES E. BESSER c/o MANCHESTER MANAGEMENT COMPANY, LLC, 2 Calle Candina, #1701 San Juan, PR, 00907 (617) 399-1741 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/08/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 80303D305 |
| 1 |
Name of reporting person
MANCHESTER MANAGEMENT CO LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
947,979.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 80303D305 |
| 1 |
Name of reporting person
MANCHESTER EXPLORER, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
863,980.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 80303D305 |
| 1 |
Name of reporting person
JAMES E. BESSER | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
947,979.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 80303D305 |
| 1 |
Name of reporting person
MORGAN C. FRANK | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
916,633.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 80303D305 |
| 1 |
Name of reporting person
MANCHESTER MANAGEMENT PR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
PUERTO RICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
947,979.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 |
| (b) | Name of Issuer:
SANUWAVE Health, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
9600 W. 76th Street, Suite 118, Eden Prairie,
MINNESOTA
, 55344. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D amendment is being filed jointly by Manchester Management PR, LLC, a Puerto Rican limited liability company ("Manchester"), Manchester Explorer, L.P., a Delaware limited partnership (the "Explorer"), Manchester Management Company, LLC, a Delaware limited liability company (the "GP"), James E. Besser ("Besser"), a United States citizen and Morgan C. Frank ("Frank"), a United States citizen (collectively, the "Reporting Persons"). |
| (b) | The principal business address for each of the Reporting Persons is 2 Calle Candina, #1701, San Juan, Puerto Rico, 00907. |
| (c) | Besser is the managing member of Manchester and the GP and Frank serves as a portfolio manager and as a consultant for Explorer. The principal business of Manchester is serving as an investment adviser to its clients. The principal business of the GP is serving as the general partner to certain private funds. Manchester is the investment manager to Explorer and the GP is the general partner of Explorer. The principal business of Explorer is purchasing, holding and selling securities for investment purposes. |
| (d) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. |
| (e) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. |
| (f) | This Schedule 13D amendment is being filed jointly by Manchester Management PR, LLC, a Puerto Rican limited liability company ("Manchester"), Manchester Explorer, L.P., a Delaware limited partnership (the "Explorer"), Manchester Management Company, LLC, a Delaware limited liability company (the "GP"), James E. Besser ("Besser"), a United States citizen and Morgan C. Frank ("Frank"), a United States citizen (collectively, the "Reporting Persons"). |
| Item 3. | Source and Amount of Funds or Other Consideration |
The funds for the purchase of the Shares for each of Besser and Frank came from their personal funds and from the working capital of Explorer and other private funds managed by the GP, over which the Reporting Persons, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. | |
| Item 4. | Purpose of Transaction |
There are no material changes to Item 4 of the Schedule 13D amendment, submitted on October 22, 2024.
The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
The Reporting Persons, however, reserve the right, at a later date, to effect one or more of such changes and may dispose of or enter into other transactions in the shares they may be deemed to beneficially own.
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. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 1As of the date hereof: (i) Besser may be deemed to be the beneficial owner of
947,979 Shares, constituting 11.1% of the Shares*; (ii) Frank may be deemed to be the beneficial owner of 916,633 Shares, constituting 10.7% of the Shares*; (iii) Manchester and the GP may be deemed to be the beneficial owner of 947,979 Shares, constituting 11.1% of the Shares*; (iv) Explorer may be deemed to be the beneficial owner of 863,980 Shares, constituting 10.1% of the Shares* |
| (b) | Besser:
Besser has the sole power to vote or direct the vote of 2,000 Shares; has the shared power to vote or direct the vote of 947,979 Shares; has the sole power to dispose or direct the disposition of 2,000 Shares; and has the shared power to dispose or direct the disposition of 947,979 Shares.
Frank:
Frank has the sole power to vote or direct the vote of 52,653 Shares; has the shared power to vote or direct the vote of 863,980 Shares; has the sole power to dispose or direct the disposition of 52,653 Shares; and has the shared power to dispose or direct the disposition of 863,980 Shares.
Manchester and GP:
Manchester and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 947,979 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 947,979 Shares.
Explorer:
Explorer has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 863,980 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 863,980 Shares. |
| (c) | Excluding the transactions described in Item 6 and disclosed on Exhibit B, the Reporting Persons have not transacted in shares of the Issuer within the previous 60 days. |
| (d) | Except as otherwise disclosed herein, all of the securities reported in this Schedule 13D Amendment No. 11 are directly owned by advisory clients of Manchester Management PR, LLC. None of those advisory clients, other than Explorer, may be deemed to beneficially own more than 5% of the Shares. |
| (e) | Not applicable.
*The outstanding Shares figure reflects 8,576,164 shares issued and outstanding, as reported on the Issuer's 10-Q filed on November 6, 2025. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in Shares |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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