ProSomnus, Inc.: Nasdaq/NYSE listing notice — ProSomnus issues $10.1M Series A Preferred & warrants; Nasdaq warns on MVPHS

ProSomnus, Inc.

Entered Securities Purchase Agreement for up to 25,000 Series A Preferred shares at $1,000 each for up to $25M; initial closing of 10,126 shares ($10.1M).
Warrants to purchase 5,154,524 shares of common stock at $1.00 per share; exercise contingent on stockholder approval.
Exchanging ~$3.4M Senior Notes and ~$11.6M Subordinated Notes for new convertible notes at $1.00 conversion price.
Received Nasdaq notice on Sep 18, 2023 for failure to maintain minimum MVPHS of $15M; 180 days to regain compliance by Mar 18, 2024.
Proceeds from offering for general working capital; investors include directors and officers.

item 1.01 item 2.03 item 3.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.98

ProSomnus, Inc. received a nasdaq noncompliance notice notice regarding market value (rules 5450(b)(2)(C), 5810(c)(3)(D)).

Exchange: nasdaq
Notice: noncompliance notice
Deficiency: market value
Rules: 5450(b)(2)(C), 5810(c)(3)(D)

Exact text from the filing

September 18, 2023, the Company received a notification letter (the “Notification Letter”) from Nasdaq that the Company is not in compliance with the minimum Market Value of Publicly Held Shares (the “MVPHS”) set forth in Nasdaq Listing Rule 5450(b)(2)(C) for continued listing on Nasdaq. Nasdaq Listing Rule 5450(b)(2)(C) requires the minimum MVPHS of $15,000,000 (the “MVPHS Requirement”), and Nasdaq Listing Rule 5810(c)(3)(D) provides that a failure to meet the minimum MVPHS Requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the MVPHS of the C

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ProSomnus, Inc. entered into Securities Purchase Agreement with the investors named therein valued at aggregate gross proceeds to the Company of approximately $10.1 million (effective 2023-09-20).

Action: entry
Agreement: equity purchase
Counterparty: the investors named therein
Value: aggregate gross proceeds to the Company of approximately $10.1 million
Effective: 2023-09-20

Exact text from the filing

On September 20, 2023, ProSomnus, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the investors named therein (each an “Investor” and collectively the “Investors”).

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Source: SEC EDGAR

accession 0001104659-23-102614

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