Respiratory Distress Syndrome, Newborn

EXETER, N.H., Sept. 20, 2024 /PRNewswire/ -- Vapotherm, Inc. (OTCQX: VAPO), ("Vapotherm" or the "Company"), announced today that it has closed its merger with a newly-formed entity organized and funded by an affiliate of Perceptive Advisors, LLC. On June 17, 2024, the Company announced that it had signed a definitive agreement and plan of merger 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 agreement and plan of merger, the Company's existing lender, investment affiliates managed by SLR Capital Partners ("SLR") agreed to convert approximately $83.0 million of term debt into preferred equity of the newly-formed entity, and Perceptive would invest $50.0 million of new preferred equity capital into the business, a portion of which would be used to fund the merger consideration and make certain closing-related payments. SLR would retain $40.0 million of term debt post-closing. Effective as of the closing of the merger, trading of Vapotherm's common stock has been suspended on OTCQX, and Vapotherm has requested that its common stock be delisted from OTCQX. Cooley LLP acted as legal counsel to Perceptive and Latham & Watkins LLP acted as legal counsel to SLR. Scalar, LLC acted as financial advisor to the Special Committee and Ropes & Gray LLP acted as legal counsel to the Company. About Vapotherm Vapotherm, Inc. is a 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 4.5 million patients have been treated with the use of Vapotherm high velocity therapy® systems. For more information, visit . 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. Investor Relations Contacts: John Landry, SVP & CFO, [email protected], +1 (603) 658-0011 SOURCE Vapotherm, Inc. WANT YOUR COMPANY'S NEWS FEATURED ON PRNEWSWIRE.COM? 440k+ Newsrooms & Influencers 9k+ Digital Media Outlets 270k+ Journalists Opted In GET STARTED

EXETER, N.H., Aug. 12, 2024 /PRNewswire/ -- Vapotherm, Inc. (OTCQX: VAPO), ("Vapotherm" or the "Company"), today announced second quarter 2024 financial results and related highlights. Second Quarter 2024 Financial Results and Related Highlights Net revenue for the second quarter of 2024 was $16.9 million, an increase of 5.3% as compared to the second quarter of 2023 Disposables revenue increased by 13.9% as compared to the second quarter of 2023 U.S. disposables revenue increased by 25.9% as compared to the second quarter of 2023 Gross margin in the second quarter of 2024 was 49.1% as compared to 42.8% in the second quarter of 2023 For the second quarter of 2024, GAAP operating expenses were $17.6 million and non-GAAP cash operating expenses, as defined below, were $12.1 million GAAP operating expenses increased by $0.5 million from the second quarter of 2023 Non-GAAP cash operating expenses decreased by $2.1 million from the second quarter of 2023 Adjusted EBITDA loss in the second quarter of 2024 was $2.9 million as compared to an Adjusted EBITDA loss of $6.4 million in the second quarter of 2023 The Company's unrestricted cash and cash equivalents were $2.9 million at the end of the second quarter of 2024 "I'm pleased our U.S. disposables revenue grew by nearly 26% over the second quarter of 2023 and our worldwide disposables revenue grew by nearly 14% over the same period," said Joseph Army, President and CEO. "We are seeing increased adoption of our technology on COPD patients since the results of the HYPERACT study were presented at the 2024 Critical Care Congress." Results for the Three Months Ended June 30, 2024 The following table reflects the Company's net revenue for the three months ended June 30, 2024 and 2023: Net revenue for the second quarter of 2024 was $16.9 million and increased 5.3% over the second quarter of 2023 primarily due to U.S. disposables revenue growth of 25.9% over the second quarter of 2023, which was driven by increased unit volume and adoption of the Company's HVT 2.0 platform. Revenue information by geography is summarized as follows: Net revenue in the United States for the second quarter of 2024 was $13.3 million and increased 12.5% over the second quarter of 2023 primarily due to U.S. disposables revenue growth. Net revenue in International markets for the second quarter of 2024 was $3.6 million and decreased 15.0% over the second quarter of 2023 due to a decrease in disposables revenue in distributor markets. Gross profit and gross margin for the second quarter of 2024 was $8.3 million and 49.1%, respectively, as compared to gross profit of $6.9 million and gross margin of 42.8% for the second quarter of 2023. The increases in gross profit and gross margin were primarily due to the improved efficiency of our Mexico operation. Total operating expenses were $17.6 million in the second quarter of 2024, an increase of $0.5 million as compared to the second quarter of 2023. Non-GAAP cash operating expenses, which exclude merger-related costs, gain on disposal of property and equipment, depreciation and amortization, stock-based compensation expense, and gain from deconsolidation were $12.1 million in the second quarter of 2024 compared to $14.2 million in the second quarter of 2023. The increase in operating expenses was primarily due to merger-related costs, partially offset by the Company's Path to Profitability initiatives. The decrease in non-GAAP cash operating expenses was primarily due to the Company's Path to Profitability initiatives. Net loss for the second quarter of 2024 was $14.3 million, or $2.22 per share, compared to $14.8 million, or $2.34 per share, in the second quarter of 2023. Net loss per share was based on 6,442,763 and 6,328,222 weighted average shares outstanding for the second quarter of 2024 and 2023, respectively. Adjusted EBITDA was negative $2.9 million for the second quarter of 2024 as compared to negative $6.4 million for the second quarter of 2023. The reduction in Adjusted EBITDA loss was primarily due to the Company's Path to Profitability initiatives. Cash Position Unrestricted cash and cash equivalents were $2.9 million as of June 30, 2024 compared to $9.7 million as of December 31, 2023. Website Information Vapotherm routinely posts important information for investors on the Investor Relations section of its website, http:// investors.vapotherm.com/. Vapotherm intends to use this website as a means of disclosing material, non-public information and for complying with Vapotherm's disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of Vapotherm's website, in addition to following Vapotherm's press releases, Securities and Exchange Commission ("SEC") filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, Vapotherm's website is not incorporated by reference into, and is not a part of, this document. Non-GAAP Financial Measures This press release includes non-GAAP financial measures, including EBITDA, Adjusted EBITDA, non-GAAP operating expenses and non-GAAP cash operating expenses. EBITDA and Adjusted EBITDA differ from net income as calculated in accordance with U.S. generally accepted accounting principles ("GAAP") and non-GAAP operating expenses and non-GAAP cash operating expenses differ from operating expenses as calculated in accordance with GAAP. EBITDA represents net loss less interest expense, net, income tax provision or benefit, and depreciation and amortization, and Adjusted EBITDA represents EBITDA as further adjusted for the merger-related costs, impact of foreign currency (loss) gain, stock-based compensation expense, gain from deconsolidation and gain on disposal of property and equipment. Non-GAAP operating expenses is calculated by excluding from GAAP operating expenses merger-related costs, gain on disposal of property and equipment, and non-GAAP cash operating expenses is calculated by further excluding additional items, including stock-based compensation expense, depreciation and amortization, and gain from deconsolidation. The Company has reconciled all historical non-GAAP financial measures with the most directly comparable GAAP financial measures in tables accompanying this release. These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these non-GAAP financial measures, as measures of the Company's operating performance and for planning purposes, including the preparation of the Company's annual operating budget and financial projections. The Company believes these measures are useful to investors as supplemental information because they are frequently used by analysts, investors and other interested parties to evaluate companies in its industry. The Company believes Adjusted EBITDA is useful to its management and investors as a measure of comparative operating performance from period to period. These non-GAAP financial measures should not be considered alternatives to, or superior to, net income or loss as a measure of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP. They should not be construed to imply that the Company's future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our capital expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating Adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in the Adjusted EBITDA presentation. The Company's presentation of Adjusted EBITDA should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company's GAAP results in addition to using Adjusted EBITDA and other non-GAAP financial measures on a supplemental basis. The Company's definitions of Adjusted EBITDA, non-GAAP operating expenses and non-GAAP cash operating expenses are not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation. 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 4.5 million patients have been treated with the use of Vapotherm high velocity therapy® systems. For more information, visit . 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 press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including the statement about the Company's belief regarding an increased willingness to use the Company's technology on COPD patients. 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. 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's proposed merger with Veronica Merger Sub, Inc. and Vapotherm's ability to satisfy the conditions to closing or otherwise complete the merger on a timely basis or at all and the impact the pending merger may have on Vapotherm's current plans and operations, including potentially diverting management's attention from our business; the effects of the merger (or the announcement or pendency thereof) on Vapotherm's future business and financial and operating results, its ability to retain key personnel and maintain relationships with customers, manufacturers, suppliers, employees (including the risks relating to the ability to retain or hire key personnel), other business partners or governmental entities, and the risk and outcome of legal proceedings related to the merger; Vapotherm's ability to raise additional capital to fund its existing operations and debt service obligations; Vapotherm's ability to comply with its financial covenants, execute on its path to profitability initiative, convert excess inventory into cash and fund its business and otherwise continue as a going concern through 2024; Vapotherm has incurred losses in the past and may be unable to achieve or sustain profitability in the future; risks associated with its manufacturing operations in Mexico; Vapotherm's dependence on sales generated from its High Velocity Therapy systems, competition from multi-national corporations who have significantly greater resources than Vapotherm and are more established in the respiratory market; the ability for High Velocity Therapy 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 COVID on its business, including its supply chain; risks in holding Vapotherm stock in light of trading on the OTCQX tier of the OTC Markets; 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, 2023, as filed with the SEC on February 22, 2024, and subsequent SEC reports. 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. Non-GAAP Financial Measures The following table contains a reconciliation of net loss to Adjusted EBITDA for the three months ended June 30, 2024 and 2023, respectively. The following table contains a reconciliation of operating expenses to Non-GAAP operating expenses and Non-GAAP cash operating expenses for the three months ended June 30, 2024 and June 30, 2023, respectively. Investor Relations Contacts: John Landry, SVP & CFO, [email protected], +1 (603) 658-0011 SOURCE Vapotherm, Inc.

EXETER, N.H., June 17, 2024 /PRNewswire/ -- 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. For more information, visit . 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. Additional Information and Where to Find It This communication may be deemed solicitation material in respect of the proposed transaction. This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Vapotherm plans to file with the U.S. Securities and Exchange Commission (the "SEC") and mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction (the "Proxy Statement"), and the Company and affiliates of the Company, and Perceptive and certain affiliates of Perceptive, intend to jointly file a transaction statement on Schedule 13E-3 (the "Schedule 13E-3"). The Company may also file, and the Company and affiliates of the Company, and Perceptive and certain affiliates of Perceptive, may also jointly file, other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY OR JOINTLY FILED BY THE COMPANY AND AFFILIATES OF THE COMPANY WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at a stockholders meeting of the Company to approve the proposed transaction or related matters, or other responses in relation to the proposed transaction, should be made only on the basis of the information contained in the Proxy Statement and Schedule 13E-3. Stockholders may obtain a free copy of the Proxy Statement, the Schedule 13E-3 and other documents the Company files with the SEC (when available) through the website maintained by the SEC at . The Company makes available free of charge on its investor relations website at copies of materials it files with, or furnishes to, the SEC. The proposed transaction will be implemented solely pursuant to the Agreement and Plan of Merger, by and among the Company, Veronica Holdings, LLC, Veronica Intermediate Holdings, LLC and Veronica Merger Sub, Inc., dated as of June 17, 2024 (the "Merger Agreement"), which contains the full terms and conditions of the proposed transaction. Participants in the Solicitation The Company, its directors and certain of its officers and employees, are participants in the solicitation of proxies from Company stockholders in connection with the proposed transaction. Information about the Company's directors and executive officers is set forth in Part III of its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, as filed with the SEC on April 29, 2024 (the "Form 10-K/A"). To the extent the holdings of Company securities by the Company's directors and executive officers have changed since the amounts set forth in the Form 10-K/A, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed or to be filed with the SEC. These documents may be obtained free of charge at the SEC's web site at and on the Investor Relations page of the Company's website located at . Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction, which may, in some cases, be different than those of the Company's stockholders generally, will be included in the Proxy Statement and other relevant materials to be filed with the SEC. 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. Investor Relations Contacts: John Landry, SVP & CFO, [email protected], +1 (603) 658-0011 SOURCE Vapotherm, Inc.