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): May 6, 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 8.01 Other Events

On May 6, 2020, Vapotherm, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and William Blair & Company, L.L.C., as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”) relating to the underwritten offering of 3,350,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Offering”). The Underwriters have agreed to purchase the Shares pursuant to the Underwriting Agreement at a price of $26.00 per share. In addition, the Company granted the Underwriters an option to purchase, at the public offering price less any underwriting discounts and commissions, an additional 502,500 shares of Common Stock, exercisable for 30 days from the date of the Underwriting Agreement.

The offering is being made pursuant to a shelf registration statement the Company filed with the Securities and Exchange Commission that became effective on December 30, 2019 (File No. 333-235657) (the “Registration Statement”) and a related prospectus supplement. The closing of the Offering is expected to take place on or about May 11, 2020, subject to the satisfaction of customary closing conditions.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Ropes & Gray, LLP, counsel to the Company, has issued an opinion to the Company, dated May 11, 2020, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

1.1    Underwriting Agreement, dated May 6, 2020, by and among the Company and BofA Securities, Inc. and William Blair  & Company, L.L.C., as representatives of the several underwriters named in Schedule A thereto
5.1    Opinion of Ropes & Gray LLP
23.1    Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)

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: May 11, 2020     By:  

/s/ John Landry

      John Landry
      Vice President & Chief Financial Officer
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