UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On October 13, 2023, the compensation committee of the Board of Directors (the “Board”) of ProSomnus, Inc. (the “Company”) approved a form of restricted stock unit (“RSU”) award agreement under the Company’s 2022 Equity Incentive Plan (the “Plan”) and, effective October 16, 2023, approved RSU awards to Len Liptak, the Company’s Chief Executive Officer, Kim Sung, the Company’s Chief Technical Officer, and Laing Rikkers, the Company’s then-Executive Chair, covering 167,750 shares of common stock, 93,750 shares of common stock and 192,500 shares of common stock, respectively, each in accordance with the Company’s equity grant policy. The RSU awards will be scheduled to vest on October 15, 2025, subject to the individual continuing to provide services to the Company through that date and subject further to certain vesting acceleration provisions in the event of a termination of service by the Company without cause, a change in control of the company, or in the event of the individual’s death or disability.
On October 17, 2023, as part of a long-planned transition of responsibilities, Company Executive Chairman Laing Rikkers resigned her employment and will continue forward serving solely as the Chair of the Board. In connection with her transition, and in addition to her compensation pursuant to the Company’s Director Compensation Policy, the Company entered into a consulting agreement with Ms. Rikkers, pursuant to which Ms. Rikkers will be paid a $5,000 per month retainer with an additional hourly fee for every hour above the retainer amount.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Form of Restricted Stock Unit Award | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROSOMNUS, INC. | ||
| By: | /s/ Brian B. Dow | |
| Name: Brian B. Dow | ||
| Title: Chief Financial Officer | ||
| Dated: October 19, 2023 | ||