SEC Comment Letter 0000000000-23-013136 to ProSomnus, Inc. (CIK 0001934064)
ProSomnus, Inc. (CIK 0001934064)
Date: Dec. 1, 2023 · CIK: 0001934064 · Accession: 0000000000-23-013136
AI Filing Summary & Sentiment
File numbers found in text: 333-275241
Letter
United States securities and exchange commission logo December 1, 2023 Leonard Liptak Chief Executive Officer ProSomnus, Inc. 5675 Gibraltar Drive Pleasanton, CA 94588 Re:ProSomnus, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 28, 2023 File No. 333-275241 Dear Leonard Liptak: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our November 15, 2023, letter. Amendment No. 1 to Registration Statement on Form S-1 filed November 28, 2023 Exhibits 1.We note the opinion in the legal opinion filed as Exhibit 5.1 that states "[t]he Warrant Shares have been duly authorized and, when the Warrant Shares are issued upon exercise of the Transaction Warrants pursuant to the terms of the Transaction Warrants, will be validly issued, fully paid and nonassessable." We also note your disclosure on the cover page that states "the Transaction Warrants are subject to the approval of our stockholder..." Please advise how your legal opinion can comply with Staff Legal Bulletin No. 19 if the shares underlying the Transaction Warrants are not yet exercisable by their terms until stockholder approval is received.
FirstName LastNameLeonard Liptak Comapany NameProSomnus, Inc. December 1, 2023 Page 2 FirstName LastName Leonard Liptak ProSomnus, Inc. December 1, 2023 Page 2 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.
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United States securities and exchange commission logo
December 1, 2023
Leonard Liptak
Chief Executive Officer
ProSomnus, Inc.
5675 Gibraltar Drive
Pleasanton, CA 94588
Re:ProSomnus, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 28, 2023
File No. 333-275241
Dear Leonard Liptak:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our November 15, 2023, letter.
Amendment No. 1 to Registration Statement on Form S-1 filed November 28, 2023
Exhibits
1.We note the opinion in the legal opinion filed as Exhibit 5.1 that states "[t]he Warrant
Shares have been duly authorized and, when the Warrant Shares are issued upon exercise
of the Transaction Warrants pursuant to the terms of the Transaction Warrants, will be
validly issued, fully paid and nonassessable." We also note your disclosure on the cover
page that states "the Transaction Warrants are subject to the approval of our
stockholder..." Please advise how your legal opinion can comply with Staff Legal Bulletin
No. 19 if the shares underlying the Transaction Warrants are not yet exercisable by their
terms until stockholder approval is received.
FirstName LastNameLeonard Liptak
Comapany NameProSomnus, Inc.
December 1, 2023 Page 2
FirstName LastName
Leonard Liptak
ProSomnus, Inc.
December 1, 2023
Page 2
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.