Failure to Satisfy Listing Rule - Form 8-K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, ProSomnus, Inc. (the "Company") was notified by the Nasdaq Global Market ("Nasdaq") that the Company was not in compliance with Nasdaq's minimum market value of listed securities of $50,000,000, Nasdaq's minimum market value of publicly held shares of $15,000,000, or Nasdaq's minimum bid price requirement of $1.00, each of which was required for continued listing on Nasdaq. Due to such noncompliance, Nasdaq notified the Company that it would be subject to delisting. After the Company requested an appeal hearing, which stayed the delisting action, the Company continued to evaluate its options to remain listed on Nasdaq and ultimately determined to withdraw the hearing request. Thereafter, the Company received a letter from Nasdaq that trading of its common stock and warrants would be suspended at the open of business on April 18, 2024 and that Nasdaq would file a Form 25 with the Securities and Exchange Commission to delist the Company's common stock and warrants from Nasdaq. The delisting will be effective 10 days after the filing of the Form 25.

In light of the impending delisting, the Company is taking steps to resume the quoting and trading of its common stock and warrants on the over the counter "OTC" market under the symbols OSAP and OSAPW, respectively. There can be no assurance that trading in the Company's securities will commence or continue on the OTC or other market or that such trading will occur at volumes or prices to facilitate efficient market activities.