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.
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 |
