Brian B. Dow - 20 Sep 2023 Form 4 Insider Report for ProSomnus, Inc.

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OSA	Series A Preferred Stock	Award		+50			50	20 Sep 2023	Common Stock	50,000	$1.00	Direct	F1, F2
transaction	OSA	Warrants (right to buy)	Award		+50,000			50,000	20 Sep 2023	Common Stock	50,000	$1.00	Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Id	Content
F1	The Series A Preferred Stock is convertible (subject to certain conversion limitations prior to the Issuer obtaining stockholder approval of the transactions contemplated by the SPA) into Common Stock at the Reporting Person's election at $1 per share, which conversion price may be adjusted in accordance withe the terms of the Series A Preferred Stock, and has no expiration date.
F2	The Reporting Person acquired the shares and warrants pursuant to the terms of that certain Securities Purchase Agreement by and among the Issuer and the investors named therein, as disclosed in the Current Report on Form 8-K filed by the Issuer with the SEC on September 21, 2023 (the "SPA").
F3	The warrants become exercisable upon the Issuer obtaining shareholder approval of the transactions contemplated by the SPA.