| | | | Sincerely yours, | |
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| | | | Len Liptak | |
| | | | Chief Executive Officer | |
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| | | | A-1 | | |
| | | | By order of the Board of Directors, | |
| | | |
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|
| | | |
Laing Rikkers
Executive Chair |
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|
Pleasanton, California
April 27, 2023 |
| | | |
| Proposal 1 | | |
Election of two Class A Directors
|
| | The two nominees receiving the most “FOR” votes, among votes properly cast virtually or by proxy, will be elected, even if they receive approval from less than a majority of the votes cast. Because the nominees are running unopposed, all nominees are expected to be elected as directors, as all nominees who receive votes in favor will be elected, while votes not cast or voted “WITHHOLD AUTHORITY” will have no effect on the election outcome. | |
| Proposal 2 | | | Approval of the ProSomnus, Inc. 2023 Employee Stock Purchase Plan | | | This proposal must be approved by a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. | |
| Proposal 3 | | | Approval of change of control under Nasdaq Listing Rule 5635(b) upon the issuance of shares underlying our existing Convertible Notes | | | This proposal must be approved by a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. | |
| Proposal 4 | | | Ratification of the appointment of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023 | | | This proposal must be approved by a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting. | |
Name
|
| |
Age
|
| |
Position
|
| |
Director Since
|
|
Leonard Hedge | | |
52
|
| |
Director
|
| |
2022
|
|
Steven Pacelli | | |
51
|
| |
Director
|
| |
2022
|
|
Name
|
| |
Age
|
| |
Position
|
|
Leonard Liptak | | |
48
|
| | Chief Executive Officer and Director | |
Laing Rikkers | | |
52
|
| | Executive Chair | |
William Johnson | | |
65
|
| | Lead Independent Director | |
Leonard Hedge | | |
52
|
| | Director | |
Jason Orchard | | |
46
|
| | Director | |
Steven Pacelli | | |
51
|
| | Director | |
Heather Rider | | |
63
|
| | Director | |
Name
|
| |
Audit
|
| |
Compensation
|
| |
Nominating
and Corporate Governance |
|
Leonard Liptak | | | | | | | | | | |
Laing Rikkers | | | | | | | | | | |
Leonard Hedge | | | | | |
X
|
| |
Chair
|
|
William Johnson | | |
Chair
|
| |
X
|
| | | |
Jason Orchard | | |
X
|
| | | | |
X
|
|
Steven Pacelli | | |
X
|
| | | | |
X
|
|
Heather Rider | | | | | |
Chair
|
| | | |
Number of Meetings Held During 2022 | | |
0
|
| |
0
|
| |
0
|
|
Name and Position
|
| |
Year
|
| |
Salary
($) |
| |
Stock Awards
Performance Plan Compensation ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Total
($) |
| |||||||||||||||
Leonard Liptak
Chief Executive Officer |
| | | | 2022 | | | | | | 333,750 | | | | | | 480,570 | | | | | | 631,597 | | | | | | 1,445,917 | | |
| | | 2021 | | | | | | 316,346 | | | | | | — | | | | | | 150,000 | | | | | | 466,346 | | | ||
Brian Dow
Chief Financial Officer(1) |
| | | | 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Melinda Hungerman
Chief Financial Officer(2) |
| | | | 2022 | | | | | | 170,256 | | | | | | 89,035 | | | | | | 332,704 | | | | | | 591,995 | | |
| | | 2021 | | | | | | 158,654 | | | | | | — | | | | | | 82,500 | | | | | | 241,154 | | | ||
Sung Kim
Chief Technology Officer |
| | | | 2022 | | | | | | 205,006 | | | | | | 108,199 | | | | | | 249,625 | | | | | | 562,830 | | |
| | | 2021 | | | | | | 187,885 | | | | | | — | | | | | | 82,500 | | | | | | 270,385 | | | ||
Mark Murphy
Chief Growth Officer |
| | | | 2022 | | | | | | 225,000 | | | | | | 62,665 | | | | | | 10,201 | | | | | | 297,866 | | |
| | | 2021 | | | | | | 195,000 | | | | | | — | | | | | | 60,000 | | | | | | 255,000 | | |
Name
|
| |
Grant
Date |
| |
All Other
Stock Awards: # of Shares of Stock or Units |
| |
All Other
Option Awards: # of Securities Underlying Options |
| |
Exercise or
Base Price of Options or Awards ($/Share) |
| |
Grant
Date Fair Value of Options and Awards ($) |
| ||||||||||||
Len Liptak
|
| |
5/4/2022
|
| | | | 219,454 | | | | | | — | | | | | | 0.44 | | | | | | 96,428 | | |
|
12/6/2022
|
| | | | 38,414 | | | | | | — | | | | | | 10.00 | | | | | | 384,142 | | | ||
Brian Dow
|
| |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Melinda Hungerman
|
| |
5/4/2022
|
| | | | 40,658 | | | | | | — | | | | | | 0.44 | | | | | | 17,865 | | |
|
12/6/2022
|
| | | | 7,117 | | | | | | — | | | | | | 10.00 | | | | | | 71,170 | | | ||
Sung Kim
|
| |
5/4/2022
|
| | | | 49,409 | | | | | | — | | | | | | 0.4394 | | | | | | 21,710 | | |
|
12/6/2022
|
| | | | 8,649 | | | | | | — | | | | | | 10.00 | | | | | | 86,488 | | | ||
Mark Murphy
|
| |
5/4/2022
|
| | | | 28,616 | | | | | | — | | | | | | 0.44 | | | | | | 12,574 | | |
|
12/6/2022
|
| | | | 5,009 | | | | | | — | | | | | | 10.00 | | | | | | 50,091 | | |
| | |
A
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, Rights and RSUs |
| |
B
Weighted-Average Exercise Price of Outstanding Options, Warrants, Rights and RSUs |
| |
C
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) |
| |||||||||
Plan Category | | | | | | | | | | | | | | | | | | | |
Equity compensation plans approved by security holders
|
| | | | — | | | | | | N/A | | | | | | 2,411,283 | | |
Equity compensation plans not approved by security
holders |
| | | | — | | | | | | N/A | | | | | | — | | |
Total | | | | | — | | | | | | — | | | | | | 2,411,283 | | |
Name and Address of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
% of
Class |
| ||||||
Directors and Named Executive Officers | | | | | | | | | | | | | |
Leonard Liptak
|
| | | | 465,706 | | | | | | 2.8% | | |
Laing Rikkers(1)
|
| | | | 354,390 | | | | | | 2.2 | | |
Brian Dow
|
| | | | — | | | | | | * | | |
Melinda Hungerman
|
| | | | 191,536 | | | | | | 1.2 | | |
Sung Kim
|
| | | | 107,316 | | | | | | * | | |
Mark Murphy
|
| | | | 92,008 | | | | | | * | | |
William Johnson
|
| | | | 76,526 | | | | | | * | | |
Leonard Hedge
|
| | | | 70,255 | | | | | | * | | |
Jason Orchard
|
| | | | — | | | | | | * | | |
Steven Pacelli
|
| | | | 18,200 | | | | | | * | | |
Heather Rider
|
| | | | 9,100 | | | | | | * | | |
All executive officers and directors as a group (10 individuals)
|
| | | | 1,385,037 | | | | | | 8.5% | | |
Greater than Five Percent Holders: | | | | | | | | | | | | | |
HealthpointCapital, LLC(2)
|
| | | | 6,660,239 | | | | | | 40.7% | | |
| | |
Fiscal Year
Ended December 31, 2022 |
| |||
Audit Fees paid to Marcum
|
| | | $ | 196,000 | | |
Audit-Related Fees paid to Marcum
|
| | | | 97,000 | | |
Tax Fees paid to Marcum
|
| | | | — | | |
All Other Fees paid to Marcum
|
| | | | 8,093 | | |
TOTAL FEES PAID TO MARCUM
|
| | | $ | 301,093 | | |
| | |
Fiscal Year
Ended December 31, 2022 |
| |
Fiscal Year
Ended December 31, 2021 |
| ||||||
Audit Fees paid to SingerLewak
|
| | | $ | — | | | | | $ | 125,699 | | |
Audit-Related Fees paid to SingerLewak
|
| | | | 83,479 | | | | | | — | | |
Tax Fees paid to SingerLewak
|
| | | | — | | | | | | — | | |
All Other Fees paid to SingerLewak
|
| | | | 2,549 | | | | | | 6,985 | | |
TOTAL FEES PAID TO SINGERLEWAK
|
| | | $ | 86,028 | | | | | $ | 132,684 | | |
| Original Application | | |
Offering Date:
|
|
| Change in Payroll Deduction Rate | | | | |
| Employee’s ID Number: | | | | | | | |
| Employee’s Address: | | | | | | | |
|
|
| | | | |
|
|
| | | | | | | Signature of Employee | |