8-K
filed December 13, 2022, 6:59 PM ET
CIK 0001934064
M&A
confidence high
sentiment neutral
materiality 0.85
ProSomnus, Inc.: auditor change — ProSomnus closes de-SPAC merger with Lakeshore; begins trading under OSA and OSAAW
ProSomnus, Inc.
- Total merger consideration of ~$113M; 11.3M shares issued to ProSomnus holders plus contingent earn-out shares.
- PIPE raised $10.25M (1.025M shares); aggregate $34.41M in senior and subordinated convertible notes issued.
- Post-closing ownership: former ProSomnus holders ~70.4%, HealthpointCapital 41.5%, PIPE ~13.5%, public ~3.0%.
- Redemptions: 2.38M Lakeshore shares redeemed for ~$24.37M; trust balance at close ~$4.92M.
- Lock-up agreements for ProSomnus equityholders with 6-month period; certain non-affiliates waived lock-up on ~1.9M shares.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
ProSomnus, Inc. dismissed UHY LLP as its auditor.
- Action
- dismissal
- Auditor
- UHY LLP
- Successor
- Marcum LLP
Exact text from the filing
UHY LLP (“UHY”), Lakeshore’s independent registered public accounting firm prior to the Business Combination, and SingerLewak LLP (“SingerLewak”), ProSomnus Holdings’ independent registered public accounting firm prior to the Business Combination, were dismissed and notified that they will not be engaged to audit Pubco’s consolidated financial statements for the year ending December 31, 2022.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
ProSomnus, Inc. dismissed SingerLewak LLP as its auditor.
- Action
- dismissal
- Auditor
- SingerLewak LLP
- Successor
- Marcum LLP
Exact text from the filing
UHY LLP (“UHY”), Lakeshore’s independent registered public accounting firm prior to the Business Combination, and SingerLewak LLP (“SingerLewak”), ProSomnus Holdings’ independent registered public accounting firm prior to the Business Combination, were dismissed and notified that they will not be engaged to audit Pubco’s consolidated financial statements for the year ending December 31, 2022.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
ProSomnus, Inc. engaged Marcum LLP as its auditor.
- Action
- engagement
- Auditor
- Marcum LLP
Exact text from the filing
the board approved the engagement of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2022.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.8
ProSomnus, Inc. incurred convertible notes of $17.45 million with certain investors at Not disclosed maturing Not disclosed.
- Instrument
- convertible notes
- Principal
- $17.45 million
- Counterparty
- certain investors
- Rate
- Not disclosed
- Maturity
- Not disclosed
- Event
- incurrence
Exact text from the filing
issuing an aggregate of $16.96 million principal value senior secured convertible notes and an aggregate of $17.45 million principal value subordinated secured convertible notes to certain investors pursuant to previously announced Senior Securities Purchase Agreement and Subordinated Securities Purchase Agreement, each dated August 26, 2022.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.8
ProSomnus, Inc. incurred convertible notes of $16.96 million with certain investors at Not disclosed maturing Not disclosed.
- Instrument
- convertible notes
- Principal
- $16.96 million
- Counterparty
- certain investors
- Rate
- Not disclosed
- Maturity
- Not disclosed
- Event
- incurrence
Exact text from the filing
issuing an aggregate of $16.96 million principal value senior secured convertible notes and an aggregate of $17.45 million principal value subordinated secured convertible notes to certain investors pursuant to previously announced Senior Securities Purchase Agreement and Subordinated Securities Purchase Agreement, each dated August 26, 2022.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProSomnus, Inc.: Adoption of Amended and Restated Certificate of Incorporation effective as of the Closing Date.
- Change
- charter amendment
Exact text from the filing
Surviving Pubco adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProSomnus, Inc.: Lakeshore ceased being a shell company due to the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, Lakeshore ceased being a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProSomnus, Inc.: Adoption of Amended and Restated Bylaws effective as of the Closing Date.
- Change
- bylaw amendment
Exact text from the filing
Surviving Pubco adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (defined below) effective as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ProSomnus, Inc.: Adoption of a new Code of Business Conduct and Ethics (effective 2022-12-06).
- Change
- code of ethics
- Effective
- 2022-12-06
Exact text from the filing
On December 6, 2022, the Boards of Lakeshore and LAAA Merger Corp. adopted a new Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
ProSomnus, Inc. underwent a change of control involving ProSomnus Holdings, Inc. for Issuance of approximately 1.025 million shares of common stock, $16.96 million senior secured convertible notes, $17.45 million subordinated secured convertible (closed 2022-12-06).
- Action
- change of control
- Counterparty
- ProSomnus Holdings, Inc.
- Consideration
- Issuance of approximately 1.025 million shares of common stock, $16.96 million senior secured convertible notes, $17.45 million subordinated secured convertible
- Closing
- 2022-12-06
Exact text from the filing
by Lakeshore and LAAA Merger Corp. Simultaneous with the closing of the Business Combination, Surviving Pubco also completed a series of private financings, issuing and selling 1,025,000 shares of its common stock in a private placement to certain PIPE investors (the “ Equity PIPE Offering ”), entering into non-redemption agreements with holders of an aggregate of
View on SEC.gov
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