As filed with the Securities and Exchange Commission on February 23, 2022.
Registration No.  333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APOLLO ENDOSURGERY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
16-1630142
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1120 S. Capital of Texas Highway
Building 1, Suite #300
Austin, Texas 78746
(Address, including zip code, of principal executive offices)
(512) 279-5100
(Registrant’s telephone number, including area code)
Apollo Endosurgery, Inc.
2017 Equity Incentive Plan
(Full Title of the Plans)
Jeffrey Black
Chief Financial Officer
1120 S. Capital of Texas Highway
Building 1, Suite #300
Austin, Texas 78746
(512) 279-5100
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Mark B. Weeks
John T. McKenna
Milson C. Yu
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
(650) 843-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company x
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 7(a)(2)(B) of the Securities Act. ¨



EXPLANATORY NOTE
Apollo Endosurgery, Inc. (the “Company”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 1,581,852 shares of Common Stock under the Apollo Endosurgery, Inc. 2017 Equity Incentive Plan, which shares are in addition to the shares of Common Stock registered on the Company’s Registration Statements on Form S-8 filed on February 26, 2021 (File No. 333-253568), April 30, 2020 (File No. 333-237919), May 3, 2019 (File No. 333-231202), March 6, 2018 (File No. 333-223461) and June 15, 2017 (File No. 333-218773) (together, the “Prior Forms S-8”).
In accordance with the instructional note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “SEC”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8. Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated herein by reference and made a part hereof.
PART II
ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Pursuant to General Instructions E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference.
The following documents filed by the Company with the SEC are incorporated by reference into this Registration Statement:
(b)the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2022 (File No. 001-35706)(other than Item 2.02 and Exhibit 99.1 thereto);
(c)the description of the Company’s Common Stock, which is registered under Section 12 of the Exchange Act of 1934, as amended, (the “Exchange Act”) in the registration statement on Form 8-A12B/A, filed with the SEC on October 31, 2012 (File No. 001-35706); and
(d)all other reports and documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



ITEM 8.    EXHIBITS
Exhibit No.
Exhibit Description
Schedule / Form
File Number
Exhibit
Filing Date
4.1
8-K
001-35706
3.1
June 13, 2017
4.2
8-K
001-35706
3.2
June 13, 2017
4.3
10-Q
001-35706
4.1
May 4, 2017
5.1*
23.1*
23.2*
24.1*
99.1
8-K
001-35706
10.1
June 13, 2017
99.2
8-K
001-35706
10.2
June 13, 2017
99.3
8-K
001-35706
10.3
June 13, 2017
107*
 ____________

*Filed herewith.





SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 23rd day of February, 2022.
APOLLO ENDOSURGERY, INC.
By:/s/ Jeffrey Black
Name:Jeffrey Black
Title:Chief Financial Officer, Treasurer and Secretary




POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles McKhann and Jeffrey Black, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Charles McKhann
Chief Executive Officer, President and Director
February 23, 2022
Charles McKhann
(Principal Executive Officer)
/s/ Jeffrey Black
Chief Financial Officer, Treasurer and Secretary
February 23, 2022
Jeffrey Black
(Principal Financial Officer)
/s/ Chrissy Citzler-Carr
Controller
February 23, 2022
Chrissy Citzler-Carr
(Principal Accounting Officer)
/s/ John Barr
Chairman of the Board
February 23, 2022
John Barr
/s/ Rick Anderson
Director
February 23, 2022
Rick Anderson


/s/ William D. McClellan, Jr.DirectorFebruary 23, 2022
William D. McClellan, Jr.
/s/ R. Kent McGaughy, Jr.DirectorFebruary 23, 2022
R. Kent McGaughy, Jr.
/s/ David C. PacittiDirectorFebruary 23, 2022
David C. Pacitti
/s/ Julie Shimer, Ph.D.DirectorFebruary 23, 2022
Julie Shimer, Ph.D.



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