SEC Comment Letter 0000000000-23-005328 to ProSomnus, Inc. (CIK 0001934064)
ProSomnus, Inc. (CIK 0001934064)
Date: May 18, 2023 · CIK: 0001934064 · Accession: 0000000000-23-005328
AI Filing Summary & Sentiment
File numbers found in text: 333-269156
Letter
United States securities and exchange commission logo May 18, 2023 Len Liptak Chief Executive Officer ProSomnus, Inc. 5860 West Las Positas Blvd., Suite 25 Pleasanton, California, 94588 Re:ProSomnus, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 12, 2023 File No. 333-269156 Dear Len Liptak: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
FirstName LastNameLen Liptak Comapany NameProSomnus, Inc. May 18, 2023 Page 2 FirstName LastName Len Liptak ProSomnus, Inc. May 18, 2023 Page 2 Amendment No. 2 to Form S-1 filed May 12, 2023 Management’s Discussion and Analysis of Financial Condition and Results of Operations of Prosomnus Liquidity and Capital Resources Liquidity Update, page 57 1.We note your revisions in response to our prior comment 1 and reissue in part. We also note your statement that you "intend to seek additional funding through public financings, debt financings, collaboration agreements, strategic alliances and licensing arrangements." Please revise to include balancing disclosure regarding the potential risks that this offering may present to future attempts to raise additional capital. For example, consider whether significant sales of your common stock pursuant to this registration statement could have a negative impact on the market price of your common stock and potentially hinder your ability to raise capital at terms that are acceptable to you or at all. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jordan Nimitz at 202-551-5831 or Margaret Schwartz at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Peter Strand, Esq.
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United States securities and exchange commission logo
May 18, 2023
Len Liptak
Chief Executive Officer
ProSomnus, Inc.
5860 West Las Positas Blvd., Suite 25
Pleasanton, California, 94588
Re:ProSomnus, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 12, 2023
File No. 333-269156
Dear Len Liptak:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
FirstName LastNameLen Liptak
Comapany NameProSomnus, Inc.
May 18, 2023 Page 2
FirstName LastName
Len Liptak
ProSomnus, Inc.
May 18, 2023
Page 2
Amendment No. 2 to Form S-1 filed May 12, 2023
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Prosomnus
Liquidity and Capital Resources
Liquidity Update, page 57
1.We note your revisions in response to our prior comment 1 and reissue in part. We also
note your statement that you "intend to seek additional funding through public financings,
debt financings, collaboration agreements, strategic alliances and licensing arrangements."
Please revise to include balancing disclosure regarding the potential risks that this offering
may present to future attempts to raise additional capital. For example, consider
whether significant sales of your common stock pursuant to this registration statement
could have a negative impact on the market price of your common stock and potentially
hinder your ability to raise capital at terms that are acceptable to you or at all.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jordan Nimitz at 202-551-5831 or Margaret Schwartz at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Peter Strand, Esq.