APOLLO ENDOSURGERY, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, (form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

On April 4, 2023, in connection with the consummation of the Merger, the Company paid in full all outstanding obligations under, and terminated, the Loan and Security Agreement, dated as of December 21, 2021 (as amended, extended, supplemented or otherwise modified from time to time, the "Loan Agreement"), by and among Innovatus Life Sciences Lending Fund I, LP as collateral agent, the lenders listed on Schedule 1.1 thereto, and the Company and certain of the Company's subsidiaries, as co-borrowers. Upon such termination, all rights, obligations, liabilities and security interests under the Loan Agreement were fully and unconditionally released and discharged.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note of this Current Report on Form 8-K, on April 4, 2023, the Merger was completed. Upon the consummation of the Merger, the Company became an indirect wholly owned subsidiary of Parent. The disclosure under the Introductory Note to this Current Report on Form 8-K is incorporated herein by reference.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The descriptions contained under the Introductory Note and Item 1.02 of this Current Report on Form 8-K are hereby incorporated by reference in their entirety into this Item 2.04.

As previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, approximately $1.9 million is due and payable by the Company to Solar Capital LTD. in connection with the consummation of the Merger.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The disclosures under the Introductory Note of this Current Report on Form 8-K are incorporated herein by reference.

On April 4, 2023, the Company requested that The Nasdaq Stock Market ("Nasdaq") (A) suspend trading of the Shares effective before the opening of trading on April 4, 2023 and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to effect the delisting of the Shares from Nasdaq and to deregister the Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

At the Effective Time, each holder of Shares outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right to receive the Merger Consideration for such stockholder's Shares), except as otherwise described above.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note and Items 2.01, 3.01, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company became an indirect wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The disclosures under the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time, each of Charles McKhann, John Barr, Jeannette Bankes, Julie Shimer, Ph.D., William D. McClellan, Jr., R. Kent McGaughy, Jr., David C. Pacitti and Sharon O'Keefe, comprising all of the members of the Company's board of directors, ceased serving as a member of the Company's board of directors and each committee thereof. Pursuant to the Merger Agreement, as of the Effective Time, each of Vance R. Brown and Jonathan R. Monson, comprising all of the members of the board of directors of Merger Sub as of immediately prior to the Effective Time, became a member of the Company's board of directors.

Pursuant to the Merger Agreement, effective as of the Effective Time, each of Charles McKhann, Jeffrey Black and John Molesphini, comprising all of the Company's executive officers, resigned as an officer of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

The disclosures under the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company were each amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.       Description

2.1*          Agreement and Plan of Merger, dated as of November 29, 2022, by and
            among Boston Scientific Corporation, Textile Merger Sub, Inc. and
            Apollo Endosurgery, Inc. (incorporated by reference to the Current
            Report on Form 8-K of Apollo Endosurgery, Inc. filed with the SEC on
            November 30, 2022)

3.1           Third Amended and Restated Certificate of Incorporation of Apollo
            Endosurgery, Inc.

3.2           Second Amended and Restated Bylaws of Apollo Endosurgery, Inc.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The Company agrees to furnish supplemental copies of any

omitted schedules to the SEC upon its request.

                                     * * *

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