UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWASHINGTON~~COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 1219, 2024

Vapotherm, Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-38740	46-2259298
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Domain Drive
Exeter, New Hampshire		03833
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code: (603) 658-0011

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.~~02 Results~~07 Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

OnVapotherm, ~~August 12~~Inc., ~~2024~~a Delaware corporation (the “Company”), ~~Vapotherm~~held a special meeting of stockholders on September 19, ~~Inc.~~2024 (the “~~Company~~Special Meeting”) ~~announced~~to ~~its~~consider ~~financial~~certain ~~results~~proposals ~~for~~related to the ~~second~~Agreement ~~quarter~~and ~~ended~~Plan of Merger, dated as of June 3017, 2024 (the “Merger Agreement”), by and among Veronica Holdings, LLC, a Delaware limited liability company (“Topco”), Veronica Intermediate Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Topco (“Parent”), Veronica Merger Sub, Inc., Aa ~~full~~Delaware ~~text~~corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the ~~press~~Company, ~~release~~pursuant ~~issued~~to inwhich, ~~connection~~among other things, Merger Sub will merge with and into the ~~announcement~~Company is(the ~~furnished~~“Merger”), and as ~~Exhibit~~a ~~99.1~~result toof ~~this~~which ~~Current~~the ~~Report~~separate oncorporate ~~Form~~existence ~~8-K~~of Merger Sub will cease, and the Company will continue as the surviving corporation of the Merger and as a direct, wholly owned subsidiary of Parent.

~~The~~As ~~information~~of ~~contained~~the inclose ~~Item~~of ~~2.02~~business ofon ~~this~~August ~~Current~~12, ~~Report~~2024, onthe ~~Form~~record ~~8-K,~~date ~~including~~for ~~Exhibit~~the ~~99.1~~Special ~~attached~~Meeting ~~hereto~~(the “Record Date”), isthere ~~being~~were ~~furnished~~6,244,935 ~~and~~shares ~~shall~~of ~~not~~the beCompany’s ~~deemed~~common ~~filed~~stock, ~~for~~par ~~any~~value ~~purpose~~$0.001 per share (the “Company Common Stock”), outstanding and ~~shall~~entitled ~~not~~to bevote ~~deemed~~at ~~incorporated~~the bySpecial ~~reference~~Meeting. inEach ~~any~~share ~~filing~~of ~~under~~Company ~~the~~Common ~~Securities~~Stock ~~Act~~was entitled to one vote. Stockholders holding an aggregate of ~~1933~~3,568,829 asshares ~~amended~~of Company Common Stock entitled to vote at the Special Meeting, orrepresenting 57.15% of the ~~Securities~~outstanding ~~Exchange~~shares ~~Act~~of Company Common Stock as of ~~1934~~the Record Date, asand ~~amended~~which constituted a quorum thereof, ~~except~~were aspresent ~~expressly~~in ~~set~~person ~~forth~~or represented by ~~specific~~proxy ~~reference~~at inthe ~~such~~Special ~~filing~~Meeting.

~~Item~~At ~~9.01~~the ~~Financial~~Special ~~Statements~~Meeting, the following proposals were considered, each of which is described in more detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and ~~Exhibits.~~Exchange Commission on August 15, 2024:

1. To adopt the Merger Agreement by and among Topco, Parent, Merger Sub and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger (d)the ~~Exhibits.~~“Merger Agreement Proposal”);

ExhibitNumber		Description
99.1		Press Release Issued by Vapotherm, Inc. on August 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

To approve, on a non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and

Any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

The approval of the Merger Agreement Proposal required the affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding as of the close of business on the Record Date. The approval of the Compensation Proposal, on a non-binding, advisory basis, required the affirmative vote of a majority of votes cast at the Special Meeting. The approval of the Adjournment Proposal required the affirmative vote of a majority of votes cast at the Special Meeting.

Proposal No. 1: Merger Agreement Proposal.

The stockholders approved the Merger Agreement Proposal by the following final voting results:

Votes For		Votes Against		Abstain		Broker Non-Votes
3,503,337		60,664		4,828		0

Proposal No. 2: Compensation Proposal.

The stockholders approved, on a non-binding basis, the Compensation Proposal by the following final voting results:

Votes For		Votes Against		Abstain		Broker Non-Votes
3,480,625		80,942		7,262		0

Each of the Merger Agreement Proposal and the Compensation Proposal was approved by the required vote of the Company’s stockholders. As there were sufficient votes from the Company’s stockholders to approve the Merger Agreement, adjournment of the Special Meeting was unnecessary and the Adjournment Proposal was not presented to the Company’s stockholders.

The completion of the Merger remains subject to the satisfaction of other closing conditions as set forth in the Merger Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Vapotherm, Inc.
Date:	~~August~~September 1219, 2024	By:	/s/ ~~John~~James ~~Landry~~A. Lightman
			John LandrySenior Vice President and Chief Financial Officer
			James A. Lightman Senior Vice President, General Counsel and Secretary

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