Vapotherm (VAPO) Proxy Filing summary

Executive summary

• Amendment No. 8 to the Loan and Security Agreement modifies the terms of the existing credit facilities between Vapotherm, Inc., SLR Investment Corp. (as Collateral Agent), and the Lenders, effective June 17, 2024.

• The amendment is part of a broader transaction involving a merger agreement with Veronica Holdings, LLC and related parties, and is coordinated with the closing of the merger.

• The amendment increases the Term B Loan facility from $4 million to $9 million, adjusts interest rates, and revises financial covenants and maturity dates for both Term A and Term B loans.

• The amendment includes provisions for the repayment of Term B Loans at the closing of the merger and the reduction of the Term A Loan facility principal from $114.4 million to $40 million post-merger.

• The agreement details the collateral, security interests, and the obligations of the borrower and guarantors, including representations, warranties, and covenants.

Board of directors and corporate governance

• The amendment and related transactions were authorized by the board of directors of Vapotherm, Inc., with appropriate resolutions and certifications provided.

• The agreement includes provisions for the appointment and authority of officers to execute loan documents and grant security interests.

Audit committee and external auditor matters

• The agreement requires the delivery of audited consolidated financial statements and compliance certificates to the Collateral Agent and Lenders.

• The borrower must provide annual financial projections, monthly financial statements, and other financial disclosures.