Vapotherm Announces $23 Million Private Placement
February 08 2023 - 06:50AM
Business Wire
Vapotherm, Inc. (NYSE: VAPO), (“Vapotherm” or the “Company”), a
global medical technology company focused on the development and
commercialization of its proprietary Vapotherm high velocity
therapy® products, which are used to treat patients of all ages
suffering from respiratory distress, today announced that it has
entered into a securities purchase agreement (the “Purchase
Agreement”) with a select group of institutional and accredited
investors through a private placement financing (“PIPE”) for gross
proceeds of approximately $23.0 million, before deducting fees to
the placement agent and other offering expenses. Pursuant to the
Purchase Agreement, the Company agreed to issue 17,502,244 shares
of its common stock and pre-funded warrants to purchase up to
4,402,508 shares of its common stock. The pre-funded warrants will
have a term of 30 years and an exercise price of $0.001 per share.
In addition, the Company agreed to issue accompanying warrants to
purchase one share of common stock for each share of common stock
or pre-funded warrant to be purchased by the investors. The
warrants will be exercisable immediately upon issuance, in whole or
in part, at an exercise price of $1.17 per share and will have a
5-year life. The closing is expected to occur on February 10, 2023,
subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering
primarily for sales and marketing, working capital, and other
general corporate purposes.
William Blair & Company, L.L.C. acted as the sole placement
agent for this offering.
The securities to be issued and sold in the PIPE have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements. Pursuant to the terms of Purchase
Agreement, Vapotherm has agreed to file a registration statement
with the Securities and Exchange Commission registering the resale
of the securities sold in the PIPE.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Vapotherm
Vapotherm, Inc. (NYSE: 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 3.6 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 interfaces deliver 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 press release contains forward-looking statements under the
Private Securities Litigation Reform Act of 1995, including
statements regarding the timing and expectation of the closing of
the PIPE, the satisfaction of customary closing conditions related
to the PIPE and the expected use of proceeds from the PIPE. In some
cases, you can identify forward-looking statements by terms such as
‘‘expect,’’ “continue,” “plan,” “intend,” “will,” “outlook,”
“guidance,” 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. Each
forward-looking statement is subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in such statement. Applicable risks and
uncertainties include, but are not limited to the following:
Vapotherm has incurred losses in the past and may be unable to
achieve or sustain profitability in the future or achieve its 2022
or 2023 financial guidance; risks associated with the move of its
manufacturing operations to Mexico; Vapotherm’s ability to raise
additional capital to fund its existing commercial operations,
develop and commercialize new products, and expand its operations;
Vapotherm’s ability to comply with its $5 million minimum cash
covenant, execute on its path-to-profitability initiative, convert
$17 million of excess inventory into cash, fund its business
through 2023 and get it to Adjusted EBITDA positive in the fourth
quarter of 2023; Vapotherm’s dependence on sales generated from its
Precision Flow systems, competition from multi-national
corporations who have significantly greater resources than
Vapotherm and are more established in the respiratory market; the
ability for Precision Flow systems to gain increased market
acceptance; Vapotherm’s inexperience directly marketing and selling
its products; the potential loss of one or more suppliers and
dependence on its new third party manufacturer; Vapotherm’s
susceptibility to seasonal fluctuations; Vapotherm’s failure to
comply with applicable United States and foreign regulatory
requirements; the failure to obtain U.S. Food and Drug
Administration or other regulatory authorization to market and sell
future products or its inability to secure, maintain or enforce
patent or other intellectual property protection for its products;
the impact of the COVID-19 pandemic on its business, including its
supply chain, and the other risks and uncertainties included under
the heading “Risk Factors” in Vapotherm’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021, as filed with the
Securities and Exchange Commission on February 24, 2022 and
Vapotherm’s most recent Quarterly Report on Form 10-Q for the
quarter ended September 30, 2022 as filed with the Securities and
Exchange Commission on November 2, 2022, and in any subsequent
filings with the Securities and Exchange Commission. The
forward-looking statements contained in this press release reflect
Vapotherm’s views as of the date hereof, and Vapotherm 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230208005374/en/
Investor Relations: Mark Klausner or Mike Vallie,
Westwicke, an ICR Company, ir@vtherm.com, +1 (603) 658-0011
Vapotherm (NYSE:VAPO)
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