Apollo Endosurgery Inc.

10/14/2021 | Press release | Distributed by Public on 10/14/2021 14:14

Material Event - Form 8-K

apen-20211012

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):October 12, 2021

Apollo Endosurgery, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-35706
16-1630142
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
1120 S. Capital of Texas Highway
Building 1, Suite #300
Austin, Texas78746
(Address of principal executive offices) (Zip Code)
(512) 279-5100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))
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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 Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par value per share APEN The Nasdaq Global Market
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 8.01 Other Events.
On October 12, 2021, Apollo Endosurgery, Inc. entered into a purchase agreement, or the Underwriting Agreement, with Piper Sandler & Co., Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein, or the Underwriters, relating to the issuance and sale of 8,400,000 shares of our common stock, par value $0.001 per share, which we refer to as the Offering. The public offering price of shares of common stock in the Offering is $7.75 per share, and the Underwriters have agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $7.285 per share. The net proceeds to us from this Offering are expected to be approximately $69.6 million, including the net proceeds from the full exercise by the Underwriters' of their 30-day option to purchase 1,260,000 additional shares of common stock from us, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us. The closing of the Offering is expected to occur on October 15, 2021, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to our effective registration statement on Form S-3 (Registration Statement No. 333-255786), as previously filed with the U.S. Securities and Exchange Commission, and a related prospectus supplement and accompanying prospectus.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is filed as Exhibit 1.1 to this report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.
The disclosures in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Document
1.1
Purchase Agreement, dated October 12, 2021, among Apollo Endosurgery, Inc., Piper Sandler & Co., Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein.
5.1
Opinion of Cooley LLP.
23.1
Consent of Cooley LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
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.
APOLLO ENDOSURGERY, INC.
Dated: October 14, 2021
By:
/s/ Jeffrey Black
Name:
Jeffrey Black
Title: Chief Financial Officer