8-K
filed September 20, 2024, 7:59 PM ET
CIK 0001253176
M&A
confidence high
sentiment neutral
materiality 0.85
VAPOTHERM INC: M&A transaction — Vapotherm completes merger with Perceptive Advisors affiliate; shareholders receive $2.18/share
VAPOTHERM INC
- Merger closed Sept 20, 2024; shareholders receive $2.18 per share in cash.
- SLR converts ~$83M of term debt into preferred equity; retains $40M post-closing.
- Perceptive invests $50M new preferred equity; portion funds merger consideration.
- Trading of VAPO suspended on OTCQX; delisting and deregistration requested.
- Board replaced: former directors resigned, Konstantin Poukalov appointed director.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anthony Arnerich resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Liken resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elizabeth Weatherman resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donald Spence resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Beth Moynihan resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Army resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lori Knowles resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lance Berry resigned as Director at VAPOTHERM INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Joseph Army, Anthony Arnerich, Lance Berry, Lori Knowles, James Liken, Mary Beth Moynihan, Donald Spence and Elizabeth Weatherman.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Konstantin Poukalov was appointed as Director at VAPOTHERM INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
At the Effective Time, the following director of Merger Sub became the director of the Surviving Corporation: Konstantin Poukalov.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
VAPOTHERM INC underwent a change of control involving Veronica Intermediate Holdings, LLC (affiliate of Perceptive Advisors, LLC) for $2.18 per share (closed 2024-09-20).
- Action
- change of control
- Counterparty
- Veronica Intermediate Holdings, LLC (affiliate of Perceptive Advisors, LLC)
- Consideration
- $2.18 per share
- Closing
- 2024-09-20
Exact text from the filing
and outstanding immediately prior to the Effective Time, other than the Excluded Shares as described below, was converted into the right to receive an amount in cash equal to $2.18, without interest (the “ Per Share Merger Consideration ”). The “ Excluded Shares ” are (i) each Share held in the treasury of the Company or owned by the Company or any direct
View on SEC.gov
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