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): January 28, 2020
Vapotherm, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-38740
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46-2259298
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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100 Domain Drive
Exeter, NH
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03833
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 per value per share
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VAPO
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New York Stock Exchange
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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
On January 28, 2020, Neal Armstrong notified Vapotherm, Inc. (the “Company”) of his respective decision to resign from the Board of Directors of the Company (the “Board”) and as a member and the chair of the Audit Committee of the Company (the “Audit Committee”) effective January 29, 2020. Mr. Armstrong’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 January 29, 2020, the Board unanimously voted to appoint Lance Berry to the Board and as a member and the chair of the Audit Committee, each effective upon Mr. Armstrong’s resignation on January 29, 2020. Mr. Berry’s appointment fills the vacancy on the Board resulting from the resignation of Mr. Armstrong. The Board designated Mr. Berry as a Class II member to serve until the 2020 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. Berry 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. Berry and the Company required to be disclosed herein.
Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”), Mr. Berry will receive annual cash retainer compensation in the amount $40,000 for his Board service, and $20,000 for his service as chair of the Audit Committee. All amounts will be paid in arrears on a quarterly basis, and, subject to approval by the Compensation Committee, Mr. Berry 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 Audit Committee service. The Company will also reimburse Mr. Berry for his travel expenses incurred in connection with attendance at Board and Audit Committee meetings. On January 29, 2020, the Board also granted Mr. Berry an initial one-time option to purchase 14,250 shares of the Company’s common stock (each, an “Option”). Subject to Mr. Berry’s continued service on the Board, each Option will vest as follows: 1/3 of the shares subject to the Option will vest annually over a three-year period. In accordance with the Policy, as may be amended from time to time, Mr. Berry will also be eligible to receive an annual option award to purchase shares of the Company’s common stock, subject to his continued service on the Board.
In connection with Mr. Berry’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. Berry’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.
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.
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Vapotherm, Inc.
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Date: January 30, 2020
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By:
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/s/ John Landry
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John Landry
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Vice President & Chief Financial Officer
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Exhibit 99.1
Vapotherm Announces Appointment of Lance Berry to Board of Directors and the Retirement of Neal Armstrong
EXETER, New Hampshire, January 30, 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 Hi-VNI® Technology products that are used to treat patients of all ages suffering from respiratory distress, today announced the appointment of Lance Berry to its Board of Directors, and as a member and chair of the Audit Committee, both effective on January 29, 2020. Mr. Berry replaces Neal Armstrong, whose retirement was effective upon Mr. Berry’s appointment.
“We are delighted that Lance is joining our Board of Directors and will be serving as the Chair of the Audit Committee. Lance’s significant experience in successfully growing a publicly traded medical device company will be a highly valuable addition to our board,” said Joe Army, Vapotherm’s President and CEO. “We welcome him to the Vapotherm Board of Directors and look forward to working with him in the years to come.”
Mr. Berry has nearly two decades of financial leadership experience in the medical device industry. He currently serves as the Executive Vice President, Chief Financial and Operations Officer of Wright Medical Group N.V. after serving in a number of financial leadership positions dating back to 2002. Prior to Wright Medical, he was an accountant in the auditing division of Arthur Andersen, LLP, from 1995 to 2002, where he held various positions of increasing responsibility, most recently as Audit Manager. Mr. Berry is a Certified Public Accountant and received both a bachelor’s degree in accounting and his master’s degree in accounting from the University of Mississippi.
Mr. Armstrong has served on the Board since 2007 and is the current Chair of the Audit Committee. He is retiring from his distinguished professional career, highlighted by his time spent as Chief Financial Officer at Aspect Medical from 1996 to 2005 and in 2009, and at Haemonetics from 1990 to 1996.
"Neal’s guidance has been invaluable to Vapotherm, and we want to thank him for all that he has done for Vapotherm during his service. Neal has brought a strong financial management perspective plus a wealth of executive experience into every board meeting and has provided leadership and guidance to the Vapotherm team as we continue to grow our business and drive towards profitability," said James Liken, Chairman of the Vapotherm Board of Directors. “We wish him the very best in his retirement.”
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 2.0 million patients have been treated with Vapotherm Hi-VNI Technology. For more information, visit www.vapotherm.com.
Hi-VNI® Technology is mask-free noninvasive ventilation for spontaneously breathing patients and 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. Hi-VNI Technology’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 document.
SOURCE: Vapotherm, Inc.
Investor Relations Contacts:
Mark Klausner or Mike Vallie, Westwicke, an ICR Company, ir@vtherm.com, +1 (603) 658-0011