Mga Batayang Estadistika
CIK | 1934064 |
SEC Filings
SEC Filings (Chronological Order)
November 13, 2024 |
US50535E1165 / ProSomnus, Inc. / Walleye Capital LLC Passive Investment SC 13G/A 1 walleye-osaaw093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ProSomnus, Inc. (Name of Issuer) Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share (Title of Class of Securities) 50535E116 (CUSIP Number) September 30, 2024 (Date of Event Wh |
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August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-41567 PROSOMNUS, INC. (Exact name of registrant as specified in its charte |
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August 2, 2024 |
As filed with the Securities and Exchange Commission on August 2, 2024 As filed with the Securities and Exchange Commission on August 2, 2024 Registration No. |
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August 2, 2024 |
As filed with the Securities and Exchange Commission on August 2, 2024 As filed with the Securities and Exchange Commission on August 2, 2024 Registration No. |
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August 2, 2024 |
As filed with the Securities and Exchange Commission on August 2, 2024 As filed with the Securities and Exchange Commission on August 2, 2024 Registration No. |
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August 2, 2024 |
As filed with the Securities and Exchange Commission on August 2, 2024 As filed with the Securities and Exchange Commission on August 2, 2024 Registration No. |
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July 31, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41567 ProSo |
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July 31, 2024 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PROSOMNUS, INC., et al.,1 Case No. 24-10972 (JTD) Debtors. (Jointly Administered) Second AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF PROSOMNUS, INC. AND ITS DEBTOR AFFILIATES POLSINELLI PC Shanti M. Katona (Del. Bar No. 5352) Katherine M. Devanney (Del. Bar No. 6356) Michael V. DiPietro (Del. B |
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July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numb |
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July 31, 2024 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 PROSOMNUS, INC., et al.,1 Case No. 24-10972 (JTD) Debtors. (Jointly Administered) Re: Docket No. 225 FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING SECOND AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF PROSOMNUS, INC. AND ITS DEBTOR AFFILIATES ProSomnus, Inc. and certain of its affilia |
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June 27, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 27, 2024 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PROSOMNUS, INC., et al.,1 Debtors. Chapter 11 Case No. 24-10972 (JTD) (Jointly Administered) NOTICE OF HEARING TO CONSIDER CONFIRMATION OF THE CHAPTER 11 PLAN FILED BY THE DEBTORS AND RELATED VOTING AND OBJECTION DEADLINES PLEASE TAKE NOTICE THAT on June 26, 2024, the United States Bankruptcy Court for the Distr |
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June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41567 ProS |
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May 16, 2024 |
Exhibit 99.1 ProSomnus Announces Strong First Quarter 2024 Revenue Growth ProSomnus Records 28% Year-Over-Year Revenue Growth Accompanied by Continued Strong Customer Satisfaction PLEASANTON, Calif., May 16, 2024 (GLOBE NEWSWIRE) – ProSomnus, Inc. (the “Company”), the leading non-CPAP Obstructive Sleep Apnea (OSA) therapy, today announced results for the first quarter ended March 31, 2024. ● Reven |
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May 16, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period |
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May 8, 2024 |
Exhibit 10.2 FORM OF SENIOR SUBORDINATE SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of May [], 2024 among PROSOMNUS, INC., a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as the Borrower, The GUARANTORS Party Hereto, The LENDERS Party Hereto, And WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent and Collateral |
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May 8, 2024 |
Form of Restructuring Support Agreement, dated May 7, 2024 Exhibit 10.1 THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEME |
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May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file number |
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April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file num |
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April 29, 2024 |
Exhibit 97.1 ProSomnus, Inc. COMPENSATION RECOVERY POLICY As adopted on [], 2023 ProSomnus, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Co |
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April 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period FromTo Commission file number |
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April 25, 2024 |
Delisting Determination, The Nasdaq Stock Market, LLC, April 25, 2024, ProSomnus, Inc. |
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April 19, 2024 |
Form of Senior Secured Convertible Note Due December 6, 2025 Exhibit 4.4 EXHIBIT A [FORM OF FACE OF NOTE] [For all Notes other than New Notes, include the following legend (the “Non-Affiliate Legend”):] NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE |
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April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file num |
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April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file num |
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March 27, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following information describes the capital stock of ProSomnus, Inc. (“us,” “our,” “we” or the “Company”), as well as certain provisions of our amended and restated certificate of incorporation (our “Certificate of Incorporation), certificate of designations, preferen |
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March 27, 2024 |
Exhibit 97.1 ProSomnus, Inc. COMPENSATION RECOVERY POLICY As adopted on [], 2023 ProSomnus, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) has adopted this clawback policy called the Compensation Recovery Policy (the “Policy”). The Policy is intended to further the Co |
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March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period FromTo Commission file number: 001-41567 PROSOMNU |
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March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Num |
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March 26, 2024 |
ProSomnus Reports Record Fourth Quarter and Fiscal Year 2023 Financial Results Exhibit 99.1 ProSomnus Reports Record Fourth Quarter and Fiscal Year 2023 Financial Results PLEASANTON, Calif., (GLOBE NEWSWIRE) - ProSomnus, Inc. (NASDAQ: OSA), the leading non-CPAP therapy™ for the treatment of Obstructive Sleep Apnea (OSA), today announced financial results for the fourth quarter and year ended December 31, 2023. Recent Business Highlights · Generated record revenues of $7.8 mi |
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March 22, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file num |
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February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file |
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February 14, 2024 |
US50535E1165 / ProSomnus, Inc. / Walleye Capital LLC Passive Investment SC 13G 1 walleye-osaaw123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ProSomnus, Inc. (Name of Issuer) Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share (Title of Class of Securities) 50535E116 (CUSIP Number) December 31, 2023 (Date of Event Which Requ |
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February 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table Post-Effective Amendment No. 1 to Form S-1 on Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ProSomnus, Inc. (Exact Name of Registrant As Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maxim |
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February 13, 2024 |
As filed with the Securities and Exchange Commission on February 12, 2024 As filed with the Securities and Exchange Commission on February 12, 2024 Registration No. |
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February 5, 2024 |
As filed with the Securities and Exchange Commission on February 2, 2024 As filed with the Securities and Exchange Commission on February 2, 2024 Registration No. |
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February 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (Form Type) ProSomnus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation of Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering |
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February 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table Post-Effective Amendment No. 1 to Form S-1 on Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ProSomnus, Inc. (Exact Name of Registrant As Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maxim |
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February 5, 2024 |
As filed with the Securities and Exchange Commission on February 2, 2024 As filed with the Securities and Exchange Commission on February 2, 2024 Registration No. |
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December 13, 2023 |
December 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas O’Leary Margaret Schwartz Re: ProSomnus, Inc. Registration Statement on Form S-1 File No. 333-275241 Acceleration Request Requested Date: December 14, 2023 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 |
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December 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on December 11, 2023 Table of Contents As filed with the U.S. Securities and Exchange Commission on December 11, 2023 Registration No. 333-275241 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact name of Registrant as specified in its charter) Delaware 3841 88-2978216 (State or other jurisdi |
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December 12, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LAAA MERGER CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) LAAA Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: The Certificate of Incorporation of the Corporation was filed with the Secretary |
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December 12, 2023 |
PROSPECTUS SUPPLEMENT NO. 12 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 ProSomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on For |
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December 11, 2023 |
ProSomnus, Inc. Amended 2022 Equity Incentive Plan and forms of equity agreements thereunder Exhibit 10.2 PROSOMNUS, INC. 2022 EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this ProSomnus, Inc. 2022 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the term “Administrato |
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December 11, 2023 |
Exhibit 4.1 PROSOMNUS, INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) WILMINGTON TRUST, NATIONAL ASSOCIATION (TRUSTEE AND COLLATERAL AGENT) SUBORDINATED SECURED CONVERTIBLE NOTES DUE APRIL 6, 2026 INDENTURE DATED AS OF DECEMBER 6, 2022 Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions and References 1 Section 1.02 Refer |
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December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File N |
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December 11, 2023 |
Form of executive employment agreement Exhibit 10.1 FORM OF EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of [MONTH/DAY], 202[3], by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” AGREEMENT 1. At-Will Employment. Execu |
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December 11, 2023 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650. |
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December 11, 2023 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation of ProSomnus, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PROSOMNUS, INC. ProSomnus, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: 1. The name of this corporation is ProSomnus, Inc. and that this corporation was or |
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December 8, 2023 |
OSA / ProSomnus Inc / SMC Holdings II, LP - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea189624-13da1smc2prosom.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) PROSOMNUS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 50535E108 (CUSIP Number) Mr. John L. Steffens c/o Spring Mountain Capital, LP |
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November 28, 2023 |
As filed with the U.S. Securities and Exchange Commission on November 27, 2023 Table of Contents As filed with the U.S. Securities and Exchange Commission on November 27, 2023 Registration No. 333-275241 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact name of Registrant as specified in its charter) Delaware 3841 88-2978216 (State or other jurisdi |
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November 28, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) ProSomnus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation of Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee F |
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November 27, 2023 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650. |
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November 15, 2023 |
PROSPECTUS SUPPLEMENT NO. 11 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 ProSomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Quarterly Report on F |
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November 15, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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November 9, 2023 |
Exhibit 99.1 ProSomnus, the Leading Non-CPAP Obstructive Sleep Apnea Therapy, Reports Record Third Quarter 2023 Financial Results Record quarterly revenue of $7.1 million represents an increase of 41.5% year-over-year and seventh consecutive quarter of sequential revenue growth PLEASANTON, Calif., November 9, 2023 (GLOBE NEWSWIRE) - ProSomnus, Inc. (“the Company”) (NASDAQ: OSA), the leading non CP |
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November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File N |
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November 7, 2023 |
PROSPECTUS SUPPLEMENT NO. 10 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 ProSomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on For |
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November 7, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file n |
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November 1, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) ProSomnus, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation of Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee F |
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November 1, 2023 |
As filed with the U.S. Securities and Exchange Commission on October 31, 2023 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 31, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact name of Registrant as specified in its charter) Delaware 3841 88-2978216 (State or other jurisdiction of incorporation or |
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November 1, 2023 |
ProSomnus, Inc. 2022 Equity Incentive Plan and form of equity agreements thereunder. Exhibit 10.13 PROSOMNUS, INC. 2022 EQUITY INCENTIVE PLAN 1.DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this ProSomnus, Inc. 2022 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the term “Administrato |
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October 30, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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October 23, 2023 |
Joint Filing Agreement, dated October 23, 2023 EX-99.1 2 ea187098ex99-1prosomnus.htm JOINT FILING AGREEMENT, DATED OCTOBER 23, 2023 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer and furth |
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October 23, 2023 |
OSA / ProSomnus Inc / SMC Holdings II, LP - SCHEDULE 13D Activist Investment SC 13D 1 ea187098-13dsmc2prosomnus.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) PROSOMNUS, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 50535E108 (CUSIP Number) Mr. John L. Steffens c/o Spring Mountain Capital, LP 650 Madison Avenue, |
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October 20, 2023 |
PROSPECTUS SUPPLEMENT NO. 9 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 ProSomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form |
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October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File N |
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October 19, 2023 |
Exhibit 10.1 PROSOMNUS, INC. 2022 EQUITY INCENTIVE PLAN STOCK-BASED AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNITS Unless otherwise defined herein, the terms defined in the 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock-Based Award Agreement, including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditio |
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October 12, 2023 |
Exhibit 10.1 SENIOR SECURITY AGREEMENT This SENIOR SECURITY AGREEMENT, dated as of October 11, 2023 (this “Agreement”), is among ProSomnus, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Wilmington Trust, National Association, not in its individual capacity but solely in |
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October 12, 2023 |
Exhibit 4.1 PROSOMNUS, INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) WILMINGTON TRUST, NATIONAL ASSOCIATION (TRUSTEE AND COLLATERAL AGENT) SENIOR SECURED CONVERTIBLE EXCHANGE NOTES DUE DECEMBER 6, 2025 INDENTURE DATED AS OF OCTOBER 11, 2023 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions and Referen |
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October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file n |
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October 12, 2023 |
Exhibit 10.2 SUBORDINATED SECURITY AGREEMENT This SUBORDINATED SECURITY AGREEMENT, dated as of October 11, 2023 (this “Agreement”), is among ProSomnus, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Wilmington Trust, National Association, not in its individual capacity |
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October 12, 2023 |
PROSPECTUS SUPPLEMENT NO. 8 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 ProSomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form |
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October 12, 2023 |
Exhibit 4.3 PROSOMNUS, INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) WILMINGTON TRUST, NATIONAL ASSOCIATION (TRUSTEE AND COLLATERAL AGENT) SUBORDINATED SECURED CONVERTIBLE EXCHANGE NOTES DUE APRIL 6, 2026 INDENTURE DATED AS OF OCTOBER 11, 2023 TABLE OF CONTENTS Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions and Refe |
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September 21, 2023 |
Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE dated as of September 20, 2023 among ProSomnus, Inc., the Subsidiary Guarantors Party Hereto and Wilmington Trust, National Association, as Trustee and Collateral Agent Subordinated Secured Convertible Notes due April 6, 2026 THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of September 20, 2023, among (i) ProSomnu |
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September 21, 2023 |
FORM OF VOTING SUPPORT AGREEMENT Exhibit 99.1 FORM OF VOTING SUPPORT AGREEMENT This Voting Support Agreement (this “Agreement”), dated as of September 20, 2023, is entered into by and between ProSomnus, Inc., a Delaware corporation (the “Company”), and [●] (the “Supporting Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement |
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September 21, 2023 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT |
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September 21, 2023 |
PROSPECTUS SUPPLEMENT NO. 7 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 ProSomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form |
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September 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission file |
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September 21, 2023 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.0001, OF PROSOMNUS, INC. Pursuant to Section 151 of the Delaware General Corporation Law (as amended, supplemented or restated from time to time, the “DGCL”), ProSomnus, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordanc |
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September 21, 2023 |
Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE dated as of September 20, 2023 among ProSomnus, Inc., the Subsidiary Guarantors Party Hereto and Wilmington Trust, National Association, as Trustee and Collateral Agent Senior Secured Convertible Notes due December 6, 2025 THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), entered into as of September 20, 2023, among (i) ProSomnus, |
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September 21, 2023 |
Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 20, 2023, is by and among ProSomnus, Inc., a Delaware corporation (the “Company”), and the investors listed on Annex A-1 attached hereto (each, a “Noteholder Investor”) and the investors listed on Annex A-2 attached hereto (each, a “Non-Noteholder Investor” and, together |
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August 18, 2023 |
PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 Prosomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form |
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August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Nu |
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August 9, 2023 |
Table of Contents PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 Prosomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Curr |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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August 9, 2023 |
Exhibit 10.1 PROSOMNUS SLEEP TECHNOLOGIES, INC. RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation, and its parent, affiliates and/or subsidiaries (the “Company”), and Mark Murphy (the “Executive”) as of September 3, 2023 (the “Effective Date”). The Company and Executive are hereinafter col |
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August 3, 2023 |
ProSomnus Reports Record Second Quarter 2023 Top-Line Financial Results Exhibit 99.1 ProSomnus Reports Record Second Quarter 2023 Top-Line Financial Results PLEASANTON, Calif., Aug 3, 2023 (GLOBE NEWSWIRE) - ProSomnus, Inc. (“the Company” or “ProSomnus”) (NASDAQ: OSA), a leading CPAP alternative for the treatment of Obstructive Sleep Apnea (“OSA”), today announced financial results for the second quarter ended June 30, 2023. Recent Business Highlights · Generated reco |
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August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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July 28, 2023 |
PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 Prosomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form |
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July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numb |
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July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numbe |
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July 6, 2023 |
ProSomnus Announces Second Quarter 2023 Investor Call and Business Update Exhibit 99.1 ProSomnus Announces Second Quarter 2023 Investor Call and Business Update PLEASANTON, Calif., July 6, 2023 – ProSomnus, Inc. (NASDAQ: OSA), a leading CPAP alternative for the treatment of Obstructive Sleep Apnea (“OSA”), will report its strong second quarter financial results prior to market open on Thursday, August 3, 2023. ProSomnus Chief Executive Officer, Len Liptak, and Chief Fin |
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June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 30, 2023 |
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE dated as of June 29, 2023 among ProSomnus, Inc., the Subsidiary Guarantors Party Hereto and Wilmington Trust, National Association, as Trustee and Collateral Agent Subordinated Secured Convertible Notes due April 6, 2026 THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of June 29, 2023, among (i) ProSomnus, Inc., a De |
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June 30, 2023 |
PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 Prosomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form |
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June 30, 2023 |
Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE dated as of June 29, 2023 among ProSomnus, Inc., the Subsidiary Guarantors Party Hereto and Wilmington Trust, National Association, as Trustee and Collateral Agent Senior Secured Convertible Notes due December 6, 2025 THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of June 29, 2023, among (i) ProSomnus, Inc., a Delaw |
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June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numb |
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June 23, 2023 |
PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 Prosomnus, Inc. This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (the “Prospectus”) filed by ProSomnus, Inc. (the “Company”) with the information contained in the Company’s Current Report on Form |
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June 13, 2023 |
2023 Employee Stock Purchase Plan.*# Exhibit 4.3 PROSOMNUS, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “employee stock purchase Plan” under Section 423 of |
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June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 88-2978216 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5675 Gibraltar Drive Pleasanton, CA 94588 (Address of Principal Execu |
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June 13, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ProSomnus, Inc. |
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June 9, 2023 |
PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (to Prospectus dated June 2, 2023) Registration No. 333-269156 ProSomnus, Inc. Primary Offering of Up to 9,691,508 shares of Common Stock Upon the Exercise of Warrants and the Conversion of Convertible Notes Secondary Offering of Up to 9,850,363 Shares of Common Stock Up to 2,411,848 Warrants This prospectus supplement is being filed to |
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June 9, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numbe |
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June 6, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269156 PROSPECTUS ProSomnus, Inc. Primary Offering of Up to 9,691,508 shares of Common Stock Upon the Exercise of Warrants and the Conversion of Convertible Notes Secondary Offering of Up to 9,850,363 Shares of Common Stock Up to 2,411,848 Warrants This prospectus relates to the primary issuance by us of up to an aggregate of |
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June 1, 2023 |
ProSomnus, Inc. 5675 Gibraltar Drive, Pleasanton, CA 94588 ProSomnus, Inc. 5675 Gibraltar Drive, Pleasanton, CA 94588 June 1, 2023 VIA EDGAR Margaret Schwartz Jordan Nimitz U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Margaret Schwartz Re: ProSomnus, Inc. Registration Statement on Form S-1 Filed January 9, 2023, as amended February 10, 2023, May 12, 2023 and May 30, 2023 File No. 333-269156 Dear Ms. Schwartz: ProSo |
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May 30, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 26, 2023 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 26, 2023 Registration No. 333-269156 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3841 88-2978216 (State or other jurisdiction |
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May 26, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Peter Strand T: 202. |
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May 26, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numbe |
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May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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May 12, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Peter Strand T: 202. |
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May 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 12, 2023 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 12, 2023 Registration No. 333-269156 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3841 88-2978216 (State or other jurisdiction |
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May 9, 2023 |
ProSomnus Reports First Quarter 2023 Financial Results Exhibit 99.1 ProSomnus Reports First Quarter 2023 Financial Results PLEASANTON, Calif., May 9, 2023 (GLOBE NEWSWIRE) - ProSomnus, Inc. (“the Company” or “ProSomnus”) (NASDAQ: OSA), a pioneer in precision medical devices for the treatment of Obstructive Sleep Apnea (OSA), today announced financial results for the first quarter ended March 31, 2023. Recent Business Highlights · Generated year-over y |
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May 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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April 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period FromTo Commission file number: 001-41567 PROSOMNU |
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April 14, 2023 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of our annual report on Form 10-K of which this Exhibit is a part, we have the following classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our common stock, par value $0.0001 per s |
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March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 001-38633 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K |
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March 30, 2023 |
ProSomnus Reports Fourth Quarter and Fiscal Year 2022 Financial Results EXHIBIT 99.1 ProSomnus Reports Fourth Quarter and Fiscal Year 2022 Financial Results PLEASANTON, Calif., March 30, 2023 (GLOBE NEWSWIRE) - ProSomnus, Inc. (“the Company”) (NASDAQ: OSA), a pioneer in precision medical devices for the treatment of Obstructive Sleep Apnea (OSA), today announced financial results for the fourth quarter and fiscal year ended December 31, 2022. Recent Business Highlight |
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March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Num |
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March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 88-2978216 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 5675 Gibraltar Avenue Pleasanton, CA 94588 (Address of Principal Exec |
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March 3, 2023 |
Form of ProSomnus, Inc. Stock Option Award Agreement.*# EX-4.6 4 tm237779d1ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 Notice of Grant of Stock Option and Terms and Conditions of Stock Option Grantee: Award Number: Address: ID: Plan: 2022 Equity Incentive Plan Type of Grant: ¨ Nonqualified Stock Option ¨ Incentive Stock Option Effective [] (the “Award Date”), you (the “Grantee”) have been granted [an incentive][a nonqualified] stock option (the “Option”) to buy |
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March 3, 2023 |
Form of ProSomnus, Inc. Restricted Stock Unit Award.*# Exhibit 4.4 Notice of Restricted Stock Unit Award and Terms and Conditions of Restricted Stock Unit Award Participant Award Number: Address: ID: Plan: 2022 Equity Incentive Plan Effective [] (the “Award Date”), you (the “Participant”) have been granted an award (the “Award”) with respect to an aggregate of [] stock units (the “Restricted Stock Units”).1 The Award will vest and become nonforfeitabl |
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March 3, 2023 |
Form of ProSomnus, Inc. Stock Option Award Agreement (Non-Executive Directors).*# Exhibit 4.7 Notice of Grant of Stock Option and Terms and Conditions of Stock Option Grantee: Award Number: Address: ID: Plan: 2022 Equity Incentive Plan Type of Grant: ¨ Nonqualified Stock Option ¨ Incentive Stock Option Effective [] (the “Award Date”), you (the “Grantee”) have been granted [an incentive][a nonqualified] stock option (the “Option”) to buy [] Shares1 of Common Stock of ProSomnus, |
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March 3, 2023 |
Form of ProSomnus, Inc. Restricted Stock Award Agreement.*# Exhibit 4.5 Notice of Restricted Stock Award and Terms and Conditions of Restricted Stock Award Participant: Award Number: Address: ID: Plan: 2022 Equity Incentive Plan Effective [] (the “Award Date”), you (the “Participant”) have been granted a restricted stock award (the “Award”) with respect to an aggregate of [] restricted Shares of the Corporation (the “Restricted Stock”).1 The Award will ves |
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March 3, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ProSomnus, Inc. |
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March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numb |
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March 1, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of February 2, 2023, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Brian B. Dow (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” AGREEMENT 1. At-Will Employment. Executive shall be |
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March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) ( |
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March 1, 2023 |
ProSomnus® Appoints Brian Dow as Chief Financial Officer Exhibit 99.1 ProSomnus® Appoints Brian Dow as Chief Financial Officer PLEASANTON, Calif., Mar. 1, 2023 – ProSomnus, Inc. (“the Company”) (NASDAQ: OSA), a pioneer in precision medical devices for the treatment of Obstructive Sleep Apnea (OSA), today announced the appointment of Brian Dow as Chief Financial Officer, effective March 1, 2023. Mr. Dow brings more than 28 years of experience advancing p |
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March 1, 2023 |
ProSomnus to Present at Two Upcoming Investor Conferences in March 2023 Exhibit 99.1 ProSomnus to Present at Two Upcoming Investor Conferences in March 2023 SAN FRANCISCO, March 1, 2023 (GLOBE NEWSWIRE) - ProSomnus, Inc. (“the Company”) (NASDAQ: OSA), a pioneer in precision medical devices for the treatment of Obstructive Sleep Apnea (OSA), today announces that Company management will participate in two investor conferences in the month of March 2023: · 35th Annual Ro |
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March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File Numb |
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February 10, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ProSomnus, Inc. |
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February 10, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 10, 2023 As filed with the U.S. Securities and Exchange Commission on February 10, 2023 Registration No. 333-269156 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3841 88-2978216 (State or other jurisdiction of incorpora |
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February 10, 2023 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW Peter Strand T: 202. |
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February 1, 2023 |
EX-99.1 2 tm235180d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ProSomnus® Provides Business Update and Preliminary 2022 Revenue Guidance Company commences execution of strategic growth initiatives following Initial Public Offering SAN FRANCISCO, February 1, 2023 – ProSomnus, Inc. (“the Company”) (NASDAQ: OSA), a pioneer in precision medical devices for the treatment of Obstructive Sleep Apnea (OSA), tod |
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February 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File N |
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January 9, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 6, 2023 As filed with the U.S. Securities and Exchange Commission on January 6, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ProSomnus, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3841 88-2978216 (State or other jurisdiction of incorporation or organization) (Prim |
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January 9, 2023 |
Exhibit 107 Calculation of Filing Fee Table FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Form Type) ProSomnus, Inc. |
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January 9, 2023 |
EX-14.1 3 tm2232598d1ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 PROSOMNUS INC. CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of ProSomnus Inc. (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the in |
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December 16, 2022 |
Healthpointcapital Partners Lp - SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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December 13, 2022 |
EX-10.4 8 tm2232413d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2022 by and among (i) Lakeshore Acquisition I Corp., a Cayman Islands exempted company (which shall reincorporate as a Delaware corporation in connection with the consummation of the transactions contemplated under |
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December 13, 2022 |
EX-10.13 15 tm2232413d1ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of May 5, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Melinda Hungerman (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” T |
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December 13, 2022 |
EX-10.9 11 tm2232413d1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 PROSOMNUS, INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) WILMINGTON TRUST, NATIONAL ASSOCIATION (TRUSTEE AND COLLATERAL AGENT) SENIOR SECURED CONVERTIBLE NOTES DUE DECEMBER 6, 2025 INDENTURE DATED AS OF DECEMBER 6, 2022 Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Def |
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December 13, 2022 |
Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered as of May 4, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the ?Company?), and Laing Rikkers (?Executive?). The Company and Executive are hereinafter collectively referred to as the ?Parties,? and individually a ?Party.? This Agreement will become effective (the ?Effective D |
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December 13, 2022 |
Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered as of May 5, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the ?Company?), and Len Liptak (?Executive?). The Company and Executive are hereinafter collectively referred to as the ?Parties,? and individually a ?Party.? This Agreement will become effective (the ?Effective Date |
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December 13, 2022 |
Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation ProSomnus Holdings Inc. Delaware ProSomnus Sleep Technologies, Inc. Delaware |
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December 13, 2022 |
Exhibit 10.3 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 6, 2022, by and between ProSomnus, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protecti |
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December 13, 2022 |
Exhibit 10.10 PROSOMNUS, INC. (COMPANY) THE SUBSIDIARY GUARANTORS NAMED HEREIN (SUBSIDIARY GUARANTORS) WILMINGTON TRUST, NATIONAL ASSOCIATION (TRUSTEE AND COLLATERAL AGENT) SUBORDINATED SECURED CONVERTIBLE NOTES DUE APRIL 6, 2026 INDENTURE DATED AS OF DECEMBER 6, 2022 Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions and References 1 Section 1.02 Ref |
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December 13, 2022 |
Form of Subscription Agreement for the PIPE investment Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this day of November, 2022, by and between Lakeshore Acquisition I Corp., a Cayman Islands exempted company (the ?Company?), ProSomnus Holdings, Inc., a Delaware corporation (?ProSomnus?), and the undersigned (?Subscriber? or ?you?). Defined terms used but not otherwise defined herein sh |
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December 13, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 21 tm2232413d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial statements are based on Lakeshore’s historical financial statements for the nine months ended September 30, 2022 and for the period from January 6, 2021 (inception) through December 31, 2021 and ProSomnus’s historical consolida |
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December 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2022 (December 6, 2022) PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation |
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December 13, 2022 |
Exhibit 4.1 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 50535E 108 PROSOMNUS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF PROSOMNUS, INC. (THE ?COMPANY?) transferable on the books of the Company in person or by duly authorized at |
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December 13, 2022 |
Letter from SingerLewak to the Securities and Exchange Commission, dated December 12, 2022. Exhibit 16.2 December 12, 2022 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Prosomnus, Inc.?s statements included under Item 4.01 of its Form 8-K filed on December 12, 2022, and we agree with such statements concerning our Firm. /s/ SingerLewak LLP |
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December 13, 2022 |
Letter from UHY LLP to the Securities and Exchange Commission, dated December 12, 2022. Exhibit 16.1 December 12, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K filed with the U.S. Securities and Exchange Commission on December 12, 2022 of ProSomnus, Inc. (the ?Company?) and agree with the statements relating only to UHY LLP contained therein. We have no basis to agree or disagree with other sta |
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December 13, 2022 |
EX-10.6 10 tm2232413d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of December 6, 2022, by and between the undersigned (the “Holder”), Lakeshore Acquisition I Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“Purchaser”) and RedOne Investment Limited, a British Virgin Islands company, in |
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December 13, 2022 |
PROSOMNUS’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EX-99.3 22 tm2232413d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 PROSOMNUS’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of ProSomnus Holdings, Inc. and its subsidiary prior to the Business Combination (for purposes of this section, collectively referred to as the “ProSomn |
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December 13, 2022 |
EX-10.14 16 tm2232413d1ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of May 5, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Sunghan Kim (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” This Ag |
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December 13, 2022 |
Exhibit 99.1 PROSOMNUS HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of September 30, 2022 and December 31, 2021 September 30, 2022 December 31, 2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,160,803 $ 1,500,582 Accounts receivable, net of allowance for doubtful accounts of $154,000 and $100,000 at September 30, 2022 and December 31, 2021, respectively 2,341,057 2, |
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December 13, 2022 |
EX-3.2 3 tm2232413d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 PROSOMNUS, INC. AMENDED AND RESTATED BYLAWS (Effective as of December 6, 2022) ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders of ProSomnus, Inc. (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may p |
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December 13, 2022 |
EX-3.1 2 tm2232413d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LAAA MERGER CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) LAAA Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: The Certificate of Incorporation of th |
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December 13, 2022 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of December 6, 2022, between PromSomnus, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to (i) the Senior Securities P |
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December 13, 2022 |
Exhibit 10.2 PROSOMNUS, INC. 2022 EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this ProSomnus, Inc. 2022 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the term ?Administrato |
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December 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File N |
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December 8, 2022 |
Exhibit 99.1 Study Published in Military Medicine Reports 88% Success Treating Obstructive Sleep Apnea Patients with Precision Oral Appliance Therapy Treatment with Precision Oral Appliance Therapy Demonstrated Significant Improvements in Apnea-Hypopnea Events, Respiratory Disturbances, Oxygen Saturation, REM Sleep, Sleep Efficiency and Sleepiness 79.6% Reduction in Sleep Apnea Events with Precisi |
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December 7, 2022 |
Exhibit 99.1 ProSomnus? Debuts as Publicly Traded Company Focused on Disrupting Obstructive Sleep Apnea Treatment Market with Patient-preferred Precision Oral Appliance Therapy Devices Completes business combination with Lakeshore Acquisition I Corp. ProSomnus common stock will trade on Nasdaq Capital Market under ticker symbol ?OSA? San Francisco, Dec. 6, 2022 ? ProSomnus, Inc. (?the Company?), a |
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December 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 PROSOMNUS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41567 88-2978216 (State or other jurisdiction of incorporation) (Commission File N |
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December 6, 2022 |
Form 8-A (Commission File No. 001-41567), filed with the SEC on December 6, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ProSomnus, Inc. (Exact name of registrant as specified in its charter) Delaware 88-2978216 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 5860 W |
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November 15, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-265885? PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF LAKESHORE ACQUISITION I CORP. AND PROSPECTUS FOR COMMON STOCK AND WARRANTS OF LAAA MERGER CORP. Proxy Statement/Prospectus dated November 14, 2022 and first mailed to the shareholders of Lakeshore Acquisition I Corp. on or about November 14, 2022 To the Shareholde |
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November 8, 2022 |
LAAA Merger Corp. 667 Madison Avenue New York, NY 10065 LAAA Merger Corp. 667 Madison Avenue New York, NY 10065 November 8, 2022 VIA EDGAR Mr. Franklin Wyman Division of Corporation Finance Office of Technology U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: LAAA Merger Corp.. (the ?Company?) Registration Statement on Form S-4 (File No. 333-265885) (the ?Registration Statement?) Dear Mr. Wyman: The Company hereby req |
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November 4, 2022 |
Exhibit 4.2 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE CORPORATION’S INITIAL BUSINESS COMBINATION) LAAA MERGER CORP. CUSIP [] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the “Warrant”) |
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November 4, 2022 |
As filed with the Securities and Exchange Commission on November 4, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 4, 2022 Registration No. |
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November 4, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar November 4, 2022 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Franklin Wyman Kevin Kuhar Cindy Polynice Joe McCann Re: LAAA Merger Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed October 17, 2022 File |
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November 4, 2022 |
Exhibit 3.4 BY-LAWS OF LAAA MERGER CORP. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors (the ?Boa |
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November 4, 2022 |
Specimen Ordinary Share Certificate Exhibit 4.1 SPECIMEN COMMON STOCK CERTIFICATE CERTIFICATE NUMBER SHARES LAAA MERGER CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: [] IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.0001 PAR VALUE EACH OF LAAA MERGER CORP. transferable on the books of the Corporation by the holder the |
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November 4, 2022 |
Form of Amended and Restated Bylaws of LAAA Merger Corp. EX-3.5 3 tm2218721d12ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 PROSOMNUS, INC. AMENDED AND RESTATED BYLAWS (Effective as of [DATE]) ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders of ProSomnus, Inc. (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly c |
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October 17, 2022 |
Exhibit 99.1 PRELIMINARY COPY ? NOT FOR USE PROXY CARD LAKESHORE ACQUISITION I CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON [], 2022 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the accompanying notice and proxy statement/prospectus, dated [], 2022, in connection with the extra |
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October 17, 2022 |
CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. |
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October 17, 2022 |
Exhibit 10.18 SUBORDINATED SECURITIES PURCHASE AGREEMENT This Subordinated Securities Purchase Agreement (this “Agreement”) is dated as of August , 2022, by and among ProSomnus Holdings, Inc., a Delaware corporation (the “Target”), Lakeshore Acquisition I Corp., a Cayman Islands exempted company (including any successors resulting from the Merger (as defined below) (the “Company”) and each purchas |
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October 17, 2022 |
As filed with the Securities and Exchange Commission on October 17, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 17, 2022 Registration No. |
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October 17, 2022 |
Certificate of Incorporation of LAAA Merger Corp. Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “LAAA MERGER CORP.”, FILED IN THIS OFFICE ON THE THIRD DAY OF MAY, A.D. 2022, AT 11:17 O’CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 6774214 8100 Authentication: |
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October 17, 2022 |
Exhibit 10.17 SENIOR SECURITIES PURCHASE AGREEMENT This Senior Securities Purchase Agreement (this “Agreement”) is dated as of August , 2022, by and among ProSomnus Holdings, Inc., a Delaware corporation (the “Target”), Lakeshore Acquisition I Corp., a Cayman Islands exempted company (including any successors resulting from the Merger (as defined below) (the “Company”) and each purchaser identifie |
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August 12, 2022 |
As filed with the Securities and Exchange Commission on August 12, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 12, 2022 Registration No. |
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August 12, 2022 |
CORRESP 1 filename1.htm 345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar August 12, 2022 Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Franklin Wyman Kevin Kuhar Dillon Hagius Joe McCann Re: LAAA Merger Corp. Registration Statement on Form S-4 Filed June 29, 2022 File |
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August 12, 2022 |
Certificate of Incorporation of LAAA Merger Corp. Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “LAAA MERGER CORP.”, FILED IN THIS OFFICE ON THE THIRD DAY OF MAY, A.D. 2022, AT 11:17 O`CLOCK A.M. 6774214 8100 Authentication: 203333542 SR# 20221743286 Date: 05-03-22 You may verify this c |
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June 29, 2022 |
Form of Employment Agreement with Melinda Hungerman** Exhibit 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of May 4, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Melinda Hungerman (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” This Agreement will become effective (the “Effecti |
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June 29, 2022 |
Consent of Heather Rider to be named as a director** EX-99.8 16 tm2218721d4ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing Lakeshore Acquisition I Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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June 29, 2022 |
List of Subsidiaries of ProSomnus.** EX-21.1 7 tm2218721d4ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of ProSomnus Holdings, Inc. Name of Subsidiary Jurisdiction of Incorporation ProSomnus Sleep Technologies, Inc. Delaware |
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June 29, 2022 |
Consent of Laing Rikkers to be named as a director** EX-99.3 11 tm2218721d4ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing Lakeshore Acquisition I Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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June 29, 2022 |
Consent of William Johnson to be named as a director** EX-99.4 12 tm2218721d4ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing Lakeshore Acquisition I Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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June 29, 2022 |
Form of Employment Agreement with Sung Kim** EX-10.14 4 tm2218721d4ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of May 5, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Sunghan Kim (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” This Agr |
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June 29, 2022 |
Filing Fee Calculation Table** EX-FILING FEES 17 tm2218721d4ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) LAAA Merger Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering |
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June 29, 2022 |
Consent of Leonard Liptak to be named as a director** EX-99.2 10 tm2218721d4ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing Lakeshore Acquisition I Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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June 29, 2022 |
As filed with the Securities and Exchange Commission on June 28, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 28, 2022 Registration No. |
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June 29, 2022 |
Consent of Jason Orchard to be named as a director** EX-99.6 14 tm2218721d4ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing Lakeshore Acquisition I Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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June 29, 2022 |
Certificate of Incorporation of LAAA Merger Corp. EX-3.2 2 tm2218721d4ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “LAAA MERGER CORP.”, FILED IN THIS OFFICE ON THE THIRD DAY OF MAY, A.D. 2022, AT 11:17 O`CLOCK A.M. 6774214 8100 SR# 20221743286 Authentication: 2033 |
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June 29, 2022 |
Form of Employment Agreement with Laing Rikkers** EX-10.16 6 tm2218721d4ex10-16.htm EXHIBIT 10.16 Exhibit 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of May 4, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Laing Rikkers (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” This A |
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June 29, 2022 |
Consent of Steven Pacelli to be named as a director** EX-99.7 15 tm2218721d4ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing Lakeshore Acquisition I Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |
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June 29, 2022 |
Form of Employment Agreement with Leonard Liptak** Exhibit 10.13 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of May 5, 2022, by and between ProSomnus Sleep Technologies, Inc., a Delaware corporation (the “Company”), and Len Liptak (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.” This Agreement will become effective (the “Effective Date |
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June 29, 2022 |
Consent of Leonard Hedge to be named as a director** EX-99.5 13 tm2218721d4ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing Lakeshore Acquisition I Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no |