8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2020

Vapotherm, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38740	46-2259298
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Domain Drive Exeter, NH		03833
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (603) 658-0011

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 per value per share	VAPO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Change in Executive Officers

In connection with certain organizational adjustments, Gregoire Ramade, formerly Vice President, International Sales and Worldwide Marketing of Vapotherm, Inc. (the “Company”), was promoted to the position of Senior Vice President, Chief Commercial Officer of the Company.  On October 21, 2020, following these organizational adjustments, the Board of Directors of the Company (the “Board”) reassessed the Company’s executive officers and determined that, effective as of such date, David Blouin, Vice President, U.S. Sales of the Company, would no longer be an executive officer of the Company.

Appointment of New Director and Departure of Directors

On October 21, 2020, Craig Reynolds notified the Company of his decision to resign from the Board and as a member and the chair of the Compensation Committee of the Company (the “Compensation Committee”) and as a member of the Nominating and Governance Committee of the Company effective October 21, 2020. Mr. Reynolds’ resignation from the Board is not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

On October 21, 2020, Geoff Pardo notified the Company of his decision to resign from the Board and as a member of the Audit Committee of the Company (the “Audit Committee”) effective October 21, 2020.  Mr. Pardo’s resignation from the Board is not due to any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

On October 21, 2020, the Board unanimously voted to appoint Donald Spence to the Board and as a member and the chair of the Compensation Committee and as a member of the Audit Committee, each effective upon Mr. Reynold’s resignation on October 21, 2020.  The Board designated Mr. Spence as a Class II member to serve until the 2023 annual meeting of the Company’s stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal.

There were no arrangements or understandings between Mr. Spence and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) between Mr. Spence and the Company required to be disclosed herein.

Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”), Mr. Spence will receive annual cash retainer compensation in the amount of $40,000 for his Board service, $15,000 for his service as chair of the Compensation Committee, and $10,000 for his service as a member of the Audit Committee. All amounts will be paid in arrears on a quarterly basis, and, subject to approval by the Compensation Committee, Mr. Spence may elect to receive fully-vested shares of the Company’s common stock in lieu of his annual cash retainer for his Board Service and annual cash retainer for his Compensation Committee service and Audit Committee Service.   In accordance with the Policy, on October 21, 2020, the Board granted Mr. Spence a one-time award of 6,119 restricted stock units (collectively, the “New Appointment RSUs”) and a pro-rated annual award of 2,719 restricted stock units (collectively, the “Pro-Rated Annual RSUs”). Subject to Mr. Spence’s continued service on the Board, one-third of the New Appointment RSUs will vest annually over a three-year period and the Pro-Rated Annual RSUs will vest in full on the earlier of the first anniversary of the date of grant or the date of the Company’s 2021 annual meeting of stockholders.  In accordance with the Policy, as may be amended from time to time, following the Company’s 2021 annual meeting of stockholders and each subsequent annual meeting of stockholders thereafter, Mr. Spence will be eligible to receive additional equity awards, subject to his continued service on the Board.

In connection with Mr. Spence’s appointment to the Board, he entered into the Company’s standard form of Indemnification Agreement, a copy of which was filed as Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-227897) filed with the SEC on October 19, 2018. A copy of the Company’s press release announcing Mr. Spence’s appointment to the Board is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release Issued by Vapotherm, Inc. on October 23, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized.

	Vapotherm, Inc.
Date: October 23, 2020	By:	/s/ John Landry
		John Landry
		Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

Vapotherm Announces Appointment of Donald Spence to Board of Directors and the Resignations of Craig Reynolds and Geoff Pardo

EXETER, New Hampshire, October 23, 2020 / Business Wire / -- Vapotherm, Inc. (NYSE: VAPO), (“Vapotherm” or the “Company”), a global medical technology company focused on the development and commercialization of its proprietary high velocity therapy, which is used to treat patients of all ages suffering from respiratory distress, today announced the appointment of Donald Spence to the Company’s Board of Directors. Mr. Spence will serve as a member and chair of the Compensation Committee, and as a member of the Audit Committee.  The Board of Directors unanimously voted to appoint Mr. Spence to fill these positions, effective October 21, 2020.

“We are delighted that Don is joining our Board of Directors.  Don is a proven executive and his background in the healthcare industry, including his time leading the Home Healthcare Solutions business for Philips Respironics, will be invaluable as we continue to grow our business,” said Joe Army, Vapotherm’s President and CEO. “While at Respironics, Don led key initiatives in terms of setting the strategy, building the leadership team, launching new products, and rapidly growing the business in the home market, prior to its acquisition by Philips. We welcome him to the Vapotherm Board of Directors and we look forward to working with him as we continue to undertake our own growth initiatives.”

Mr. Spence brings decades of leadership experience within the healthcare industry to the Vapotherm Board of Directors. Most recently, Mr. Spence served as President and Chief Executive Officer of Ebb Therapeutics, before retiring from the role in August 2019. Prior to joining Ebb, Mr. Spence was the Chairman and CEO at Lake Region Medical, where he worked from 2010 to 2015.  Mr. Spence previously served as the CEO of Philips Healthcare, formerly Respironics Inc., from 2005 to 2010, where he was responsible for Philips Home Healthcare Solutions and integrating Respironics into Philips. Mr. Spence also has held a number of executive leadership roles within medical technology companies, including BOC Group, PLC – Datex Ohmeda Medical Systems. Mr. Spence currently serves on the Board of Directors at Ebb Therapeutics, Integer Holdings, and Linguaflex. Mr. Spence earned his B.A. in Economics from Michigan State University and his M.A. in Economics from Central Michigan University.

In addition to the appointment of Mr. Spence to the Company’s Board of Directors, Vapotherm today also announced that Craig Reynolds and Geoff Pardo have resigned from the Company’s Board of Directors. Mr. Reynolds joined the Company’s Board of Directors in 2010 and served as a member and chair of the Compensation Committee and as a member of the Nominating and Governance Committee.  Mr. Pardo joined the Company’s Board of Directors in 2014 and served as a member of the Audit Committee.

“We are thankful for the commitment Craig and Geoff have made to the Company over the past several years. Craig’s executive experience and leadership skills were invaluable to the Board and management team as the Company began to scale its operations, launch new products, expand its commercial efforts and build a strong corporate culture. Geoff’s executive experience and healthcare venture capital investing background was instrumental in helping the Company develop and execute on its financing strategy, which helped fuel the Company’s growth," said

Jim Liken, Chairman of the Vapotherm Board of Directors. ”We wish them both the very best in their future endeavors.”

Vapotherm, Inc. (NYSE: VAPO) is a publicly traded developer and manufacturer of advanced respiratory technology based in Exeter, New Hampshire, USA. The company develops innovative, comfortable, non-invasive technologies for respiratory support of patients with chronic or acute breathing disorders. Over 2.3 million patients have been treated with Vapotherm high velocity therapy. For more information, visit www.vapotherm.com.

Vapotherm high velocity therapy is mask-free noninvasive ventilatory support and is a front-line tool for relieving respiratory distress—including hypercapnia, hypoxemia, and dyspnea. It allows for the fast, safe treatment of undifferentiated respiratory distress with one user-friendly tool. The Precision Flow system’s mask-free interface delivers optimally conditioned breathing gases, making it comfortable for patients and reducing the risks and care complexities associated with mask therapies. While being treated, patients can talk, eat, drink and take oral medication.

Website Information Vapotherm routinely posts important information for investors on the Investor Relations section of its website, http://investors.vapotherm.com/. Vapotherm intends to use this website as a means of disclosing material, non-public information and for complying with Vapotherm’s disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of Vapotherm’s website, in addition to following Vapotherm’s press releases, Securities and Exchange Commission filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, Vapotherm’s website is not incorporated by reference into, and is not a part of, this press release.

SOURCE:  Vapotherm, Inc.

Investor Relations Contact:

Mark Klausner or Mike Vallie, Westwicke, an ICR Company, ir@vtherm.com, +1-(603)-658-0011

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Document and Entity Information	Oct. 21, 2020
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Document Type	8-K
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Document Period End Date	Oct. 21, 2020
Entity Registrant Name	Vapotherm, Inc.
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Entity Emerging Growth Company	true
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Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-2259298
Entity Address, Address Line One	100 Domain Drive
Entity Address, City or Town	Exeter
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03833
City Area Code	603
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Soliciting Material	false
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Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, $0.001 per value per share
Trading Symbol	VAPO
Name of each exchange on which registered	NYSE