--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-090389" form_type: "8-K" ticker: null cik: "0001251769" company_name: "Apollo Endosurgery, Inc." filed_at: "2023-04-04T23:59:59+00:00" generated_at: "2026-06-17T06:20:48.954057+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Apollo Endosurgery completes Boston Scientific acquisition for $10 per share cash ## Summary - Merger closed April 4, 2023; shareholders received $10.00 per share in cash. - Shares suspended from Nasdaq; Company to file Form 15 to suspend SEC reporting. - Entire board of directors and all executive officers resigned; replaced by Boston Scientific designees. - Loan and Security Agreement with Innovatus Life Sciences terminated and paid in full. - All outstanding stock options and RSUs cashed out; PSUs vested at target at merger close. ## SEC filing metadata - accession: 0001193125-23-090389 - form_type: 8-K - cik: 0001251769 - company_name: Apollo Endosurgery, Inc. - filed_at: 2023-04-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 2.04, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/d464566d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-090389 - JSON: https://secwatch.observer/filing/0001193125-23-090389.json - Plain text: https://secwatch.observer/filing/0001193125-23-090389.txt ## Key facts - Debt Financings Apollo Endosurgery, Inc. faced acceleration on debt of approximately $1.9 million with Solar Capital LTD.. - Principal: approximately $1.9 million - Counterparty: Solar Capital LTD. - Event: acceleration source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Jeannette Bankes departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Sharon O'Keefe departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Julie Shimer departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Vance R. Brown was appointed as Director at Apollo Endosurgery, Inc.. - Action: became a member - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Jeffrey Black resigned as other_named_officer at Apollo Endosurgery, Inc.. - Action: resigned source text: each of Charles McKhann, Jeffrey Black and John Molesphini, comprising all of the Company’s executive officers, resigned as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change David C. Pacitti departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Jonathan R. Monson was appointed as Director at Apollo Endosurgery, Inc.. - Action: became a member - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change John Molesphini resigned as other_named_officer at Apollo Endosurgery, Inc.. - Action: resigned source text: each of Charles McKhann, Jeffrey Black and John Molesphini, comprising all of the Company’s executive officers, resigned as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Charles McKhann departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change William D. McClellan departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change Charles McKhann resigned as other_named_officer at Apollo Endosurgery, Inc.. - Action: resigned source text: each of Charles McKhann, Jeffrey Black and John Molesphini, comprising all of the Company’s executive officers, resigned as an officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change John Barr departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Executive change R. Kent McGaughy departed as director at Apollo Endosurgery, Inc.. - Action: ceased serving source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - M&A Transactions Apollo Endosurgery, Inc. underwent a change of control involving Boston Scientific Corporation for $10.00 per share in cash (closed 2023-04-04). - Action: change of control - Counterparty: Boston Scientific Corporation - Consideration: $10.00 per share in cash - Closing: 2023-04-04 source text: Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL), in each case, was canceled and converted into the right to receive $10.00 in cash, without interest (the “Merger Consideration”); (ii) outstanding and unexercised option to purchase Shares granted under any Company stock plan (each, a “Company Option”) evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm - Material Agreements Apollo Endosurgery, Inc. terminated Loan Agreement with 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 (effective 2023-04-04). - Action: termination - Agreement: credit facility - Counterparty: 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 - Effective: 2023-04-04 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1251769/000119312523090389/0001193125-23-090389-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.