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

Role
Chief Financial Officer
Signature
/s/ Brian B. Dow
Stock symbol
OSA
Transactions as of
Sep 20, 2023
Transactions value $
$0
Form type
4
Date filed
9/21/2023, 09:04 PM
Previous filing
Mar 30, 2023
Next filing
Oct 18, 2023

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 Sep 20, 2023 Common Stock 50K $1.00 Direct F1, F2
transaction OSA Warrants (right to buy) Award +50K 50K Sep 20, 2023 Common Stock 50K $1.00 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.