Item 1.01 Entry into a Material definitive Agreement.
On November 30, 2022, Lakeshore Acquisition I Corp., a Cayman Islands exempted
company ("Purchaser" or "Lakeshore"), has entered into common stock securities
purchase agreements with accredited and institutional investors in a private
placement for aggregate gross proceeds of $8.2 million. Such investors will
receive 820,000 shares of Lakeshore's common stock at the closing of the
business combination with ProSomnus, and such investors will also receive
619,932 additional shares of common stock as provided in the transaction
agreements between Lakeshore and ProSomnus. ProSomnus has also entered into a
non-redemption agreement with an institutional investor for 195,000 shares, and
such investors will also receive 167,717 additional shares. The subscription
agreements and non-redemption agreement are in addition to the $30 million
convertible note PIPE that Lakeshore announced signing on August 26, 2022.
The securities described above have not been registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
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