--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-24-029654" form_type: "8-K" ticker: null cik: "0001253176" company_name: "VAPOTHERM INC" filed_at: "2024-09-20T23:59:59+00:00" generated_at: "2026-05-31T02:43:35.046568+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Vapotherm completes merger with Perceptive Advisors affiliate; shareholders receive $2.18/share ## Summary - 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. ## SEC filing metadata - accession: 0001437749-24-029654 - form_type: 8-K - cik: 0001253176 - company_name: VAPOTHERM INC - filed_at: 2024-09-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 3.01, 3.02, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/vapo20240916c_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-24-029654 - JSON: https://secwatch.observer/filing/0001437749-24-029654.json - Plain text: https://secwatch.observer/filing/0001437749-24-029654.txt ## Key facts - Executive change Anthony Arnerich resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change James Liken resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change Elizabeth Weatherman resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change Donald Spence resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change Mary Beth Moynihan resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change Joseph Army resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change Lori Knowles resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change Lance Berry resigned as Director at VAPOTHERM INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - Executive change Konstantin Poukalov was appointed as Director at VAPOTHERM INC. - Action: appointed - Role: Director source text: At the Effective Time, the following director of Merger Sub became the director of the Surviving Corporation: Konstantin Poukalov. evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1253176/000143774924029654/0001437749-24-029654-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.