VAPO Vapotherm Inc

 

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): December 07, 2023

 

 

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, New Hampshire				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:

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 par 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. ☐

 

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

On December 11, 2023, Vapotherm, Inc. (the “Company”) announced its intention to voluntarily delist its common stock from The New York Stock Exchange (“NYSE”) and its filing of an application to have its common stock quoted on the OTCQX Marketplace (“OTCQX”).

The Board of Directors of the Company approved the voluntary delisting on December 7, 2023 and the Company provided notice of the voluntary delisting to the NYSE on December 11, 2023. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of its common stock on or about December 21, 2023. It is anticipated that the delisting will become effective on or about December 31, 2023 when the Form 25 takes effect. The Company expects the last day of trading of its common stock on the NYSE will be on or about December 29, 2023. The Company has made an application to have its common stock quoted on OTCQX and expects that the common stock will be quoted on the OTCQX under its current trading symbol “VAPO” on the next trading day after NYSE trading is no longer available, subject to the approval of the OTCQX.

The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, following the delisting of its common stock from the NYSE. Stockholders will not be required to exchange any shares, and the Company expects electronic trading to be available without any material disruption.

Concurrently with the delivery of the notice to the NYSE, the Company issued a press release to announce its intention to voluntarily delist the common stock. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “expect,” “will,” “plan,” “anticipate,” “could,” “intend,” “believe,” “estimate,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words, and the use of future dates. Forward-looking statements in this report include, but are not limited to, statements regarding the timing and effect of the Company’s delisting from NYSE and transfer to OTCQX. The forward-looking statements in this report are only predictions and are based largely on the Company’s current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this report and are subject to a number of known and unknown risks, uncertainties and assumptions, including without limitation, risks associated with the delisting from NYSE, the Company’s ability to successfully transfer to OTCQX, the possibility that the Company’s common stock may be involuntarily delisted from the NYSE prior to the effectiveness of the voluntary delisting, market conditions and the impact of these changes on the trading and price of the Company’s common stock and other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 23, 2023 and in its other subsequent filings with the SEC, including its most recent Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 8, 2023. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s control, investors should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in the Company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release Issued by Vapotherm, Inc. on December 11, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 hereunto duly authorized.

			Vapotherm, Inc.
Date:	December 11, 2023	By:	/s/ John Landry
			John Landry Senior Vice President and Chief Financial Officer

 

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Exhibit 99.1

 

 

Vapotherm Announces Notification to New York Stock Exchange of Intention to Voluntarily Delist Common Stock

 

Application Pending to Transfer Shares to OTCQX

EXETER, N.H.—December 11, 2023 /PRNewswire/ -- Vapotherm, Inc. (NYSE: VAPO), (“Vapotherm” or the “Company”) today announced its intention to voluntarily delist its common stock from The New York Stock Exchange (“NYSE”) and its filing of an application to have its common stock quoted on the OTCQX Marketplace (“OTCQX”).

Vapotherm provided notice of the voluntary delisting to the NYSE on December 11, 2023 and intends to timely file a Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting. It is anticipated that the delisting will become effective on or about December 31, 2023. Although the timing of the Company’s decision was driven in part by the determination it could soon fall out of compliance with the NYSE $15 million market capitalization requirement, the Company has been evaluating its listing options for some time and has concluded that, for Vapotherm, the cost of an NYSE listing, and the management attention required to maintain compliance with NYSE listing standards, outweighs the benefits of being listed on that exchange. Eliminating the effort required to maintain compliance with NYSE listing standards will better enable the Company to focus on its customers, its business, and the patients whose lives are enhanced as a result of its work. The Company has made an application to have its common stock quoted on OTCQX and expects that the common stock will be quoted on the OTCQX under its current trading symbol “VAPO” on the next trading day after NYSE trading is no longer available, subject to the approval of the OTCQX. The Company expects that transferring its shares to the OTCQX will enable its investors to hold and trade its shares without interruption.

The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, following the delisting of its common stock from the NYSE. Stockholders will not be required to exchange any shares, and the Company expects electronic trading to be available without any material disruption.

This announcement follows the Company’s previously disclosed receipts of notices from the NYSE that the Company is out of compliance with the NYSE’s continued listing standards. The Company has taken actions to remain in compliance, including a reverse stock split, and has been evaluating its options with respect to its NYSE listing after discussions and deliberations on these matters. Ultimately, the Company’s Board of Directors determined that it is in the best interests of the Company and its stockholders to voluntarily delist the Company’s common stock from the NYSE and move to the OTCQX at this time instead of continuing efforts to satisfy the NYSE continued listing requirements.

About Vapotherm

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 4.1 million patients have been treated with the use of Vapotherm high velocity therapy® systems. For more information, visit www.vapotherm.com.

Vapotherm high velocity therapy is mask-free non-invasive respiratory 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 tool. The HVT 2.0 and Precision Flow systems’ 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, SEC 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 document.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including statements about the delisting of the Company’s common stock and the future quotation of the Company’s common stock on the OTCQX and the timing thereof. In some cases, you can identify forward-looking statements by

 

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terms such as “expect,” “anticipate,” “continue,” “plan,” “intend,” “will,” or “typically,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words, and the use of future dates. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include, but are not limited to risks associated with the delisting of the Company’s common stock from the NYSE, its application to the OTCQX, the timing of such actions and their effect on the trading or price of the Company’s common stock, and the other risks and uncertainties included under the heading “Risk Factors” in Vapotherm’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 23, 2023, and in its subsequent filings with the SEC, including its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023. The forward-looking statements contained in this press release reflect Vapotherm’s views as of the date hereof, and Vapotherm does not assume and specifically disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

 

 

SOURCE: Vapotherm, Inc.

Investor Relations Contacts:

John Landry, SVP & CFO, ir@vtherm.com, +1 (603) 658-0011

 

 

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v3.23.3

Document And Entity Information	Dec. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2023
Entity Registrant Name	Vapotherm, Inc.
Entity Central Index Key	0001253176
Entity Emerging Growth Company	false
Entity File Number	001-38740
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
Local Phone Number	658-0011
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	VAPO
Security Exchange Name	NYSE

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