SEC Comment Letter 0000000000-23-012540 to ProSomnus, Inc. (CIK 0001934064)
ProSomnus, Inc. (CIK 0001934064)
Date: Nov. 15, 2023 · CIK: 0001934064 · Accession: 0000000000-23-012540
AI Filing Summary & Sentiment
File numbers found in text: 333-275241
Letter
United States securities and exchange commission logo November 15, 2023 Leonard Liptak Chief Executive Officer ProSomnus, Inc. 5675 Gibraltar Drive Pleasanton, CA 94588 Re:ProSomnus, Inc. Registration Statement on Form S-1 Filed November 1, 2023 File No. 333-275241 Dear Leonard Liptak: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 this letter, we may have additional comments. Registration Statement on Form S-1 filed november 1, 2023 General 1.In relation to the 5,454,524 shares of common stock issuable upon the exercise of the transaction warrants issued in the September 20, 2023, private placement, please tell us your basis for registering the offering of these shares on a primary basis. In this regard, we note that these shares and warrants were issued pursuant to the exemptions provided in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and are exercisable within one year. Please consider the rationale set out in Securities Act Sections C&DI Questions 139.09, 239.15, and 103.04. 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.
FirstName LastNameLeonard Liptak Comapany NameProSomnus, Inc. November 15, 2023 Page 2 FirstName LastName Leonard Liptak ProSomnus, Inc. November 15, 2023 Page 2 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 Nicholas O'Leary at 202-551-4451 or Margaret Schwartz at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Andrew Hoffman, Esq.
Show Raw Text
United States securities and exchange commission logo
November 15, 2023
Leonard Liptak
Chief Executive Officer
ProSomnus, Inc.
5675 Gibraltar Drive
Pleasanton, CA 94588
Re:ProSomnus, Inc.
Registration Statement on Form S-1
Filed November 1, 2023
File No. 333-275241
Dear Leonard Liptak:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed november 1, 2023
General
1.In relation to the 5,454,524 shares of common stock issuable upon the exercise of the
transaction warrants issued in the September 20, 2023, private placement, please tell us
your basis for registering the offering of these shares on a primary basis. In this regard, we
note that these shares and warrants were issued pursuant to the exemptions provided in
Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and are
exercisable within one year. Please consider the rationale set out in Securities Act
Sections C&DI Questions 139.09, 239.15, and 103.04.
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.
FirstName LastNameLeonard Liptak
Comapany NameProSomnus, Inc.
November 15, 2023 Page 2
FirstName LastName
Leonard Liptak
ProSomnus, Inc.
November 15, 2023
Page 2
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 Nicholas O'Leary at 202-551-4451 or Margaret Schwartz at 202-551-7153
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Andrew Hoffman, Esq.