4//SEC Filing
Steffens John 4
Accession 0001213900-23-094394
CIK 0001934064other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:16 PM ET
Size
19.1 KB
Accession
0001213900-23-094394
Insider Transaction Report
Form 4
SMC Holdings II, LP
10% Owner
Transactions
- Other
Warrants
2023-12-06+2,228,484→ 2,228,484 totalExercise: $1.00From: 2023-12-06Exp: 2028-09-20→ Common Stock (2,228,484 underlying) - Other
Subordinated Secured Convertible Notes Due April 6, 2026
2023-12-06+2,630,289→ 2,630,289 totalExercise: $1.00From: 2023-12-06Exp: 2026-04-06→ Common Stock (2,630,289 underlying) - Other
Series A Convertible Preferred Stock
2023-12-06+2,338,154→ 2,338,154 totalExercise: $1.00From: 2023-12-06→ Common Stock (2,338,154 underlying)
Steffens John
10% Owner
Transactions
- Other
Subordinated Secured Convertible Notes Due April 6, 2026
2023-12-06+2,630,289→ 2,630,289 totalExercise: $1.00From: 2023-12-06Exp: 2026-04-06→ Common Stock (2,630,289 underlying) - Other
Warrants
2023-12-06+2,228,484→ 2,228,484 totalExercise: $1.00From: 2023-12-06Exp: 2028-09-20→ Common Stock (2,228,484 underlying) - Other
Series A Convertible Preferred Stock
2023-12-06+2,338,154→ 2,338,154 totalExercise: $1.00From: 2023-12-06→ Common Stock (2,338,154 underlying)
Ho Gregory P.
10% Owner
Transactions
- Other
Subordinated Secured Convertible Notes Due April 6, 2026
2023-12-06+2,630,289→ 2,630,289 totalExercise: $1.00From: 2023-12-06Exp: 2026-04-06→ Common Stock (2,630,289 underlying) - Other
Series A Convertible Preferred Stock
2023-12-06+2,338,154→ 2,338,154 totalExercise: $1.00From: 2023-12-06→ Common Stock (2,338,154 underlying) - Other
Warrants
2023-12-06+2,228,484→ 2,228,484 totalExercise: $1.00From: 2023-12-06Exp: 2028-09-20→ Common Stock (2,228,484 underlying)
SMC Holdings II G.P., LLC
10% Owner
Transactions
- Other
Subordinated Secured Convertible Notes Due April 6, 2026
2023-12-06+2,630,289→ 2,630,289 totalExercise: $1.00From: 2023-12-06Exp: 2026-04-06→ Common Stock (2,630,289 underlying) - Other
Warrants
2023-12-06+2,228,484→ 2,228,484 totalExercise: $1.00From: 2023-12-06Exp: 2028-09-20→ Common Stock (2,228,484 underlying) - Other
Series A Convertible Preferred Stock
2023-12-06+2,338,154→ 2,338,154 totalExercise: $1.00From: 2023-12-06→ Common Stock (2,338,154 underlying)
Footnotes (6)
- [F1]On September 20, 2023, the Issuer entered into a Securities Purchase Agreement (the "SPA") with SMC Holdings II, LP, a Delaware limited partnership ("Holdings"), and the other investors named therein, pursuant to which Holdings purchased an aggregate of (A) 3,300 shares of the Series A Convertible Preferred Stock of the Issuer ("Series A Stock"), with 2,400 shares being purchased at a closing on September 20, 2023 and 900 shares purchased at a closing on October 20, 2023, and (B) warrants ("Warrants") to purchase 2,228,484 shares of the common stock of the Issuer ("Common Stock"). Each share of Series A Stock is convertible into 1,000 shares of Common Stock. Prior to the date on which the Issuer obtained stockholder approval for all of the Common Stock issuable in respect of the convertible securities issued pursuant to or contemplated by the SPA ("Stockholder Approval"),
- [F2](Continued from Footnote 1) the Warrants were not exercisable and Holdings could only convert its shares of Series A Stock into an aggregate of 961,846 shares of Common Stock. Following the receipt of Stockholder Approval on December 6, 2023, all of the Warrants became exercisable, and the Series A Stock became convertible into 3,300,000 shares of Common Stock. This Form 4 reports the acquisition of beneficial ownership of all of the shares of Common Stock issuable upon exercise of the Warrants and of the additional 2,338,154 shares of Common Stock issuable upon conversion of the Series A Stock as a result of the receipt of Stockholder Approval. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the SPA, which was filed as Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 21, 2023.
- [F3]On October 11, 2023, the Issuer entered into an Exchange Agreement with the noteholders party thereto, including Holdings, pursuant to which the Issuer issued to Holdings a new subordinated secured convertible note due April 6, 2026 in the principal amount of $3,256,549 (the "Convertible Note") in exchange for the subordinated secured convertible note due April 6, 2026 that the Issuer originally issued to Holdings on or about December 6, 2022. Prior to the receipt of Stockholder Approval, the Convertible Note was convertible into shares of Common Stock at a conversion price of $5.20 per share for an aggregate of 626,260 shares of Common Stock. Following the receipt of Stockholder Approval, the Convertible Note became convertible into Common Stock at a conversion price of $1.00 per share for an aggregate of 3,256,549 shares of Common Stock.
- [F4](Continued from Footnote 3) This Form 4 reports the acquisition of beneficial ownership of an additional 2,630,289 shares of Common Stock issuable upon conversion of the Convertible Note as a result of the receipt of Stockholder Approval. The Convertible Note is currently exercisable.
- [F5]The reported securities are directly owned by Holdings, and may be deemed to be indirectly beneficially owned by SMC Holdings II G.P., LLC, a Delaware limited liability company ("Holdings GP"), as general partner of Holdings. The reported securities may also be deemed to be indirectly beneficially owned by each of John L. Steffens and Gregory P. Ho, as the managing members of Holdings GP. Each of Holdings GP, Mr. Steffens and Mr. Ho disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this filing shall not be deemed an admission that he or it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F6]The Series A Stock is perpetual and therefore has no expiration date.
Documents
Issuer
ProSomnus, Inc.
CIK 0001934064
Entity typeother
Related Parties
1- filerCIK 0001373619
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:16 PM ET
- Size
- 19.1 KB