As filed with the Securities and Exchange Commission on February 26, 2021
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VAPOTHERM, INC.
(Exact name of registrant as specified in its charter)
Delaware | 46-2259298 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
100 Domain Drive, Exeter, New Hampshire | 03833 | |
(Address of Principal Executive Offices) | (Zip Code) |
Vapotherm, Inc. 2018 Employee Stock Purchase Plan
Vapotherm, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
James A. Lightman
Senior Vice President and General Counsel
Vapotherm, Inc.
100 Domain Drive
Exeter, NH 03833
(Name and address of agent for service)
(603) 658-0011
(Telephone number, including area code, of agent for service)
Copies requested to:
Amy E. Culbert, Esq.
Fox Rothschild LLP
222 South Ninth Street, Suite 2000
Minneapolis, Minnesota 55402-3338
(612) 607-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
| ||||||||
Title of securities to be registered | Amount registered(1) | Proposed offering price | Proposed aggregate | Amount of registration fee | ||||
Vapotherm, Inc. 2018 Employee Stock Purchase Plan—Common Stock, par value $0.001 per share | 258,274 shares(2) | $26.85(3) | $6,934,656.90 | $756.57 | ||||
Vapotherm, Inc. 2018 Equity Incentive Plan—Common Stock, par value $0.001 per share | 1,033,099 shares(4) | $26.85(3) | $27,738,708.15 | $3,026.29 | ||||
TOTAL | 1,291,373 shares | — | $34,673,365.05 | $3,782.86 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares of common stock, par value $0.001 per share (the “Common Stock”) of Vapotherm, Inc. (the “Registrant”) as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. |
(2) | Represents 258,274 shares of Common Stock that were automatically added to the shares authorized for issuance under the Vapotherm, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2021 pursuant to an “evergreen” provision contained in the ESPP. The “evergreen” provision provides that on each January 1st from January 1, 2020 through January 1, 2028, the number of shares of Common Stock available for issuance under the ESPP will automatically increase annually in an amount equal to the lesser of (i) 1% of outstanding shares of the Registrant’s Common Stock as of the close of business on the immediately preceding December 31st or (ii) the number of shares determined by the Registrant’s board of directors on or prior to such date, up to a maximum of 1,741,300 shares in the aggregate. |
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average of the high and low prices of the Registrant’s Common Stock as reported by the New York Stock Exchange on February 23, 2021 to be $27.89 and $25.80, respectively. |
(4) | Represents 1,033,099 shares of Common Stock that were automatically added to the shares authorized for issuance under the Vapotherm, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) on January 1, 2021 pursuant to an “evergreen” provision contained in the 2018 Plan. The “evergreen” provision provides that on each January 1st from January 1, 2019 through January 1, 2028, the number of shares of Common Stock available for issuance under the 2018 Plan will automatically increase annually in an amount equal to the lesser of (i) 4% of outstanding shares of the Registrant’s Common Stock as of the close of business on the immediately preceding December 31st or (ii) the number of shares determined by the Registrant’s board of directors on or prior to such date. |
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement has been filed by Vapotherm, Inc. to register (i) 258,274 additional shares of Common Stock available for issuance under the ESPP and (ii) 1,033,099 additional shares of Common Stock available for issuance under the 2018 Plan. This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on a Registration Statement on Form S-8 (Reg. No. 333-229327), filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2019 (the “2019 Registration Statement”) and a Registration Statement on Form S-8 (Reg. No. 333-236953), filed with the SEC on March 6, 2020 (the “2020 Registration Statement”).
Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the 2019 Registration Statement and the 2020 Registration Statement are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents which have been previously filed (not furnished) with the SEC:
(a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 24, 2021 (File No. 001-38740); and |
(b) | The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on November 9, 2018 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description (File No. 001-38740). |
In addition, all other documents filed (not furnished) by the Registrant pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. | Exhibits. |
The following exhibits are filed with or incorporated by reference into this Registration Statement:
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Exeter, State of New Hampshire, on February 26, 2021.
VAPOTHERM, INC. | ||
By: | /s/ Joseph Army | |
Joseph Army | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Joseph Army, John Landry and James A. Lightman, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Vapotherm, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name and Signature | Title | Date | ||
/s/ Joseph Army | President and Chief Executive Officer and Director (Principal Executive Officer) | February 26, 2021 | ||
Joseph Army | ||||
/s/ John Landry | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | February 26, 2021 | ||
John Landry | ||||
/s/ Anthony L. Arnerich | Director | February 26, 2021 | ||
Anthony L. Arnerich | ||||
/s/ Lance A. Berry | Director | February 26, 2021 | ||
Lance A. Berry | ||||
/s/ Marina Hahn | Director | February 26, 2021 | ||
Marina Hahn | ||||
/s/ James W. Liken | Director | February 26, 2021 | ||
James W. Liken | ||||
/s/ Donald J. Spence | Director | February 26, 2021 | ||
Donald J. Spence | ||||
/s/ Elizabeth H. Weatherman | Director | February 26, 2021 | ||
Elizabeth H. Weatherman |