ProSomnus, Inc. announced that it has entered into Securities Purchase Agreement with returning investors Cetus Capital VI, L.P., Spring Mountain Capital, LP and company's Executive Chair, Chief Executive Officer, and Chief Financial Officer to issue Series A convertible preferred shares at an issue price of $1,000 per share for the gross proceeds of $25,000,000 on September 20, 2023. The company also issued warrants. The investors will purchase 3,300 shares of Series A Preferred Stock and Warrants to purchase 2,228,484 shares of Series A Convertible Preferred shares. The offering of the Securities was not registered under the Securities Act of 1933, as amended (the ?Securities Act?). The offer and sale of the Securities was made in reliance on an exemption from registration under the Securities Act pursuant to Rule 506(b) promulgated thereunder. Subject to certain conditions, the Series A Preferred Stock will automatically convert into shares of Common Stock as follows: (i) 50% of the issued and outstanding Series A Preferred Stock held by each Holder will, subject to the conversion procedures set forth in the Certificate of Designations, automatically convert into shares of Common Stock if, at any time after the applicable Issuance Date, the VWAP per share of Common Stock is greater than $4.50 per share for each of at least twenty Trading Days in any period of thirty consecutive Trading Days and the remaining issued and outstanding Series A Preferred Stock will convert into shares of Common Stock if the VWAP per share of Common Stock is greater than $6.00 per share for each of at least twenty (20) Trading Days in any Trading Period.

On the same date, the company announced that it has issued 10,126 shares of Series A Preferred Convertible Stock at an issue price of $1,000per share for the gross proceeds of $10,126,000 and also issued 5,154,524 warrants at an exercise price of $1 per warrant in the first tranche.

The company has received $10,126,000 pursuant to Regulation D and included participation from 24 investors.