EXETER - Vapotherm, Inc. (OTCQX: VAPO), ( Vapotherm or the Company ), announced today that it has signed a definitive merger agreement with a newly-formed entity organized and funded by an affiliate of Perceptive Advisors, LLC, a leading health care investment firm ( Perceptive ), and its Perceptive Discovery Fund.

Concurrently with the entry into the definitive merger agreement, our existing lender, investment affiliates managed by SLR Capital Partners ( SLR ) have agreed to convert approximately $81.0 million of term debt into preferred equity of the newly-formed entity, and Perceptive will invest $50.0 million of new preferred equity capital into the business, a portion of which will be used to fund the merger consideration and make certain closing-related payments. SLR will retain $40.0 million of term debt.

We are excited to continue our partnership with Vapotherm as they progress on their Path to Profitability. This transaction allows the Company to strengthen their balance sheet as they focus on accelerating their revenue momentum, said Anthony Storino, Head of Life Science Finance at SLR Capital Partners.

Vapotherm has done a significant amount of work to date to ensure it is able to deliver its technology to patients in respiratory distress. We believe the Company has a clear vision to expand the use of high-velocity therapy in patients in need and look forward to supporting them in their next stages of growth, said Konstantin Poukalov, Managing Director and Perceptive Discovery Co-Head.

Under the terms of the definitive merger agreement, Vapotherm s stockholders will receive $2.18 in cash for each outstanding share of Company common stock held immediately prior to the effective time of the merger, other than shares held by certain Vapotherm stockholders who have agreed to contribute their shares of Company common stock in exchange for ownership interests in the newly-formed entity. The merger consideration of $2.18 per share represents a premium of approximately 166% over the closing price of Vapotherm common stock on June 14, 2024, the last trading day prior to public disclosure of the transaction.

A special committee (the Special Committee ) of the Board of Directors of Vapotherm (the Board ), comprised solely of independent directors and advised by its own independent financial advisor, unanimously recommended that the Board approve the merger agreement and the transaction and determined it was in the best interests of Vapotherm and its stockholders. Acting upon the recommendation of the Special Committee, the Board approved the merger agreement and the transaction and has recommended that the Company s stockholders approve the adoption of the merger agreement and approve the transaction on the terms set forth in the merger agreement.

The transaction is expected to close in the second half of 2024 and is subject to customary closing conditions, including receipt of stockholder approval. Upon completion of the transaction, Vapotherm will become a private company and will no longer be publicly listed or traded on OTCQX.

Cooley LLP is acting as legal counsel to Perceptive and Latham & Watkins LLP is acting as legal counsel to SLR. Scalar, LLC is acting as financial advisor to the Special Committee and Ropes & Gray LLP is acting as legal counsel to the Company.

About Vapotherm

Vapotherm, Inc. (OTCQX: 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 4.4 million patients have been treated with the use of Vapotherm high velocity therapy systems.

Vapotherm high velocity therapy is mask-free non-invasive respiratory support and is 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 tool. The HVT 2.0 and Precision Flow systems 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.

Legal Notice Regarding Forward-Looking Statements

This communication includes statements that are forward-looking statements, including statements regarding the proposed transaction, stockholder approval, the expected timetable for completing the proposed transaction and any other statements regarding the Company s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. In some cases, you can identify forward-looking statements by terms such as believe, expect, continue, plan, intend, will, outlook, or typically, or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words, and the use of future dates. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: uncertainties as to how many of the Company s stockholders will vote their stock in favor of the proposed transaction; uncertainties as to the timing to of the proposed transaction; satisfaction of the conditions precedent to the consummation of the proposed transaction, including the ability to secure stockholder approval on the terms expected, at all or in a timely manner; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay another party a termination fee pursuant to the Merger Agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the diversion of management s time on transaction-related issues; the effects of the proposed transaction (or the announcement or pendency thereof) on relationships with associates, customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities; transaction costs; changes in the Company s business during the period between now and the closing of the proposed transaction certain restrictions during the pendency of the proposed transaction that may impact the Company s ability to pursue certain business opportunities or strategic transactions; risks associated with litigation and other risks and uncertainties, including the risks and uncertainties included under the heading Risk Factors in the Company s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 22, 2024, and subsequent SEC reports. The forward-looking statements contained in this communication reflect the Company s views as of the date hereof, and the Company does not assume and specifically disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Contact:

John Landry

Email: ir@vtherm.com

Tel: +1 (603) 658-0011

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