APEN Apollo Endosurgery Inc

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                 , 2023

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON                 , 2023

This proxy statement is available on the investor relations page of our website at https://ir.apolloendo.com/. The information provided on, or accessible through, our website is not part of this proxy statement, and therefore is not incorporated herein by reference. We intend to mail these proxy materials on or about                  , 2023 to all stockholders of record entitled to vote at the Special Meeting.

A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination during regular business hours for the ten (10) days prior to the Special Meeting at our principal executive offices, located at 1120 S. Capital of Texas Highway, Building 1, Suite #300, Austin, Texas 78746. Stockholders may examine the list for any legally valid purpose related to the Special Meeting. If you would like to examine the list, please email us at investor-relations@apolloendo.com.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your Shares in “street name,” you should instruct your bank, broker or other nominee how to vote your Shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your Shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote virtually at the Special Meeting, your Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal (as defined below).

You should carefully read and consider this entire proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into this proxy statement, as they contain important information about, among other things, the Transactions and how they affect you. If you have any questions concerning the Merger Agreement, the Transactions, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Shares, please contact our proxy solicitor:

Alliance Advisors

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

(844) 717-2315

APEN@allianceadvisors.com

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Transactions, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Transactions and how they affect you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.”

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Each holder of common stock is entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such Share that such holder owned on the Record Date. Stockholders will be able to submit questions during the virtual meeting in the meeting portal. In addition, stockholders can submit questions in advance when registering for the meeting at www.proxydocs.com/APEN. Stockholders who wish to submit a question in advance of the meeting will need to register for the meeting using the control number found in their proxy materials.

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For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Apollo Options, Apollo RSUs and Apollo PSUs.”

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If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your Shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your Shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

As of the close of business on                  , 2023, the Record Date for the Special Meeting, there were                 Shares outstanding.

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Approval of the Adjournment Proposal requires either (i) if a quorum is present, the affirmative vote of the majority of the Shares present in person or represented by proxy duly authorized at the Special Meeting and entitled to vote generally on the subject matter or (ii) if a quorum is not present, the vote of the holders of a majority of the Shares represented at the Special Meeting.

For a discussion of the factors that the Board of Directors considered in determining to recommend that you vote to approve the proposal to adopt the Merger Agreement, please see the section captioned “Proposal 1: Adoption of the Merger Agreement—The Board of Directors’ Recommendation; Apollo Adverse Recommendation Change.” In addition, when considering the recommendation of the Board of Directors, you should be aware that some of Apollo’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. For a discussion of these interests, please see the section captioned “The Merger—Interests of Apollo’s Directors and Executive Officers in the Merger.”

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Failure to vote your Shares (including a failure of your broker, bank or other nominee to vote Shares held on your behalf) will count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If your Shares are not deemed present or represented by proxy at the Special Meeting, then a failure to vote will not have any effect on the Adjournment Proposal or the Compensation Proposal. If your Shares are deemed present or represented by proxy, then a failure to vote your Shares will have the same effect as a vote “AGAINST” the Adjournment Proposal only if a quorum is not present, and will have no effect on the Compensation Proposal or, if a quorum is present, on the Adjournment Proposal.

Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of Shares held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those Shares may not be voted on your behalf for any proposal, will not be deemed present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of Shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your Shares.

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If your Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of Shares held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those Shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your Shares by following their instructions for voting. Because of the non-routine nature of the Special Meeting Proposals, your broker, bank or other nominee is not authorized to vote your Shares on any proposal without instructions from you. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your Shares virtually at the Special Meeting unless you have obtained a legal proxy from your broker, bank or other nominee, as the stockholder of record, authorizing you to vote your Shares.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your Shares, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your Shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your Shares by proxy. If you are a record holder or if you obtain a “legal proxy” to vote Shares that you beneficially own, you may still vote your Shares virtually at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote virtually, your previous vote by proxy will not be counted.

If your Shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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If you hold your Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your Shares should be voted on a matter, the Shares represented by your properly signed proxy will be voted: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Shares. If you are a stockholder of record and your Shares are registered in more than one name, you will receive more than one proxy card.

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If your Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” Shares in exchange for the Merger Consideration, and you will not be mailed, and do not need to complete, a letter of transmittal.

Alliance Advisors

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

(844) 717-2315

APEN@allianceadvisors.com

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FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements which involve substantial risks and uncertainties and are based on Apollo’s beliefs and assumptions and on information currently available to Apollo. All statements other than statements of historical facts contained in this proxy statement, including statements regarding the Transactions, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “forecast,” “foresee,” “potential,” “predict,” “project,” “likely,” “goal,” “target,” “could,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

Forward-looking statements are predictions based on expectations and projections about future events, are not statements of historical fact, are subject to risks, uncertainties and assumptions that are difficult to predict and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this proxy statement and information contained in this proxy statement should not be relied upon as representing Apollo’s estimates as of any subsequent date. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to:

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this proxy statement. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements as predictions of future events.

These risks are not exhaustive. Except as required by law, Apollo assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause actual results to differ materially from the results anticipated by Apollo’s forward-looking statements is included in the reports Apollo has filed or will file with the SEC, including Apollo’s Annual Report on Form 10-K for the year ended December 31, 2021, Apollo’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and subsequent filings Apollo makes with the SEC. These filings, when available, are available on the investor relations section of Apollo’s website at https://ir.apolloendo.com/ and on the SEC’s website at www.sec.gov.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting virtually on              , 2023, at             Central Time via live audio webcast on the Internet and, if applicable, at any adjournment or postponement thereof. In order to attend and participate in the Special Meeting, you must register in advance at www.proxydocs.com/APEN using the control number found in your proxy materials. Upon completing your registration, you will receive further instructions via email, including a link that will allow you access to the meeting. You will also receive an email containing the link and access details one (1)  hour before the start of the meeting.

Purpose of the Special Meeting

At the Special Meeting, we will ask the stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of the meeting may be acted upon at the Special Meeting.

Our stockholders must approve the proposal to adopt the Merger Agreement in order for the Merger to be consummated. If our stockholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we urge you to read carefully in its entirety.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 1120 S. Capital of Texas Highway, Building 1, Suite #300, Austin, Texas 78746, during regular business hours for a period of no less than ten (10) days before the Special Meeting.

The presence, in person or by proxy duly authorized, of the holders of record of a majority of the outstanding Shares entitled to vote shall constitute a quorum for the transaction of business at the Special Meeting. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, only Shares present virtually or represented by proxy at the Special Meeting will be counted in determining whether a quorum is present. As of the Record Date, there were                  Shares outstanding and entitled to vote at the Special Meeting, meaning that                 , Shares must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies to approve the proposal to adopt the Merger Agreement.

Vote Required; Abstentions and Failure to Vote

The affirmative vote of the holders of a majority of all outstanding Shares on the Record Date is required to adopt the Merger Agreement. As of the Record Date,                      Shares constitute a majority of the outstanding Shares. Adoption of the Merger Agreement by the stockholders is a condition to the Closing.

The affirmative vote of the majority of the Shares present in person or represented by proxy duly authorized at the Special Meeting and entitled to vote generally on the subject matter is required to approve the

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Compensation Proposal, on an advisory (non-binding) basis, provided a quorum is present. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, only Shares present virtually or represented by proxy at the Special Meeting will be able to be voted.

Approval of the Adjournment Proposal requires either (i) if a quorum is present, the affirmative vote of the majority of the Shares present in person or represented by proxy duly authorized at the Special Meeting and entitled to vote generally on the subject matter or (ii) if a quorum is not present, the vote of the holders of a majority of the Shares represented at the Special Meeting.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal. However, abstentions are counted as Shares present or represented by proxy at the Special Meeting for the purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum, but will count as a vote “AGAINST” each of the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal.

Failure to vote your Shares (including a failure of your broker, bank or other nominee to votes Shares held on your behalf) will count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If your Shares are not deemed present or represented by proxy at the Special Meeting, then a failure to vote will not have any effect on the Adjournment Proposal or the Compensation Proposal. If your Shares are deemed present or represented by proxy, then a failure to vote your Shares will have the same effect as a vote “AGAINST” the Adjournment Proposal only if a quorum is not present, and will have no effect on the Compensation Proposal or, if a quorum is present, on the Adjournment Proposal.

Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of Shares held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those Shares may not be voted on your behalf for any proposal, will not be deemed present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of Shares held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given and will not be voted with respect to any other proposal.

Shares Held by Apollo’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate,                  Shares, representing approximately     % of the Shares outstanding on the Record Date (and approximately     % of the Shares outstanding when taking into account Apollo Options and Apollo RSUs held, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective Shares (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

Voting of Proxies

If, on the Record Date, your Shares are registered directly in your name with our transfer agent, Nevada Agency and Transfer Company, you may cause your Shares to be voted by returning a signed and dated proxy

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card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy card or Internet and telephone proxies, the proxy holders will vote your Shares according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the control number found in your proxy materials. If you attend the Special Meeting and vote virtually, your vote will revoke any previously submitted proxy. If your Shares are registered directly in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.

Voting instructions are included on your proxy card. All Shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted:

If, on the Record Date, your Shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting virtually with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return the voting form provided by your bank, broker or other nominee, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Revocability of Proxies

If you are a stockholder of record entitled to vote at the Special Meeting, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your virtual appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote virtually or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

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Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed to a later date or dates, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption, “The Merger— Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, Apollo and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) resolved to recommend that the stockholders of Apollo adopt the Merger Agreement and approve the Merger and the Transactions, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders.

Accordingly, the Board of Directors unanimously recommends, on behalf of Apollo, that you vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Apollo. Apollo has retained Alliance Advisors LLC (“Alliance”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $20,000 plus expenses. Apollo will also indemnify Alliance against certain losses arising out of its provisions of these services on our behalf. In addition, Apollo may reimburse banks, brokers and other nominees representing beneficial owners of Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as promptly as possible. In order to complete the Merger, Apollo must obtain the Apollo Stockholder Approval described in this proxy statement, and the other closing conditions under the Merger Agreement must be satisfied or waived, including but not limited to (i) the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any voluntary agreement with the DOJ or FTC not to consummate the Transactions and (ii) consents, approvals, non-disapprovals and other authorizations of governmental authorities under certain foreign antitrust or competition laws must be obtained. Apollo and Boston Scientific filed notification and report forms under the HSR Act with the DOJ and the FTC on December 20, 2022. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time. For more information, please see the section of this proxy captioned “The Merger—Regulatory Approvals Required for the Merger.”

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Delisting and Deregistration of Apollo Common Stock

If the Merger is completed, the Shares will be delisted from Nasdaq and deregistered under the Exchange Act, and Shares will no longer be publicly traded. As such, Apollo will no longer file periodic reports under the Exchange Act with the SEC on account of Apollo’s common stock.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on                 , 2023

The proxy statement is available on the investor relations page of our website at https://ir.apolloendo.com/.

Questions and Additional Information

If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Shares, please contact our proxy solicitor:

Alliance Advisors

200 Broadacres Drive, 3^rd Floor

Bloomfield, NJ 07003

(844) 717-2315

APEN@allianceadvisors.com

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Apollo Endosurgery, Inc.

Apollo Endosurgery, Inc. was incorporated in the state of Delaware in September 2005. Apollo is a medical technology company primarily focused on the development of next-generation, minimally invasive medical devices to advance gastrointestinal therapeutic endoscopy designed to treat a variety of gastrointestinal conditions, including closure of gastrointestinal defects, managing gastrointestinal complications, and weight loss as a treatment of obesity. Apollo’s Endoscopy product portfolio consists of the OverStitch^® Endoscopic Suturing System, the OverStitch Sx^™ Endoscopic Suturing System, the Apollo ESG^™ System, the Apollo REVISE^™ system, X-Tack^® Endoscopic HeliX Tacking System and ORBERA^® Intragastric Balloon. Apollo’s products are used by gastroenterologists and bariatric surgeons in a variety of settings to treat multiple gastrointestinal conditions including closure of acute perforations and chronic fistulas; tissue closure after the removal of abnormal lesions in the esophagus, stomach or colon (also known as endoscopic submucosal dissections, endoscopic mucosal resections and endoscopic full thickness resections); treatment of swallowing disorders (peroral endoscopic myotomy); and esophageal stent fixation and obesity.

Apollo’s principal corporate offices are located at 1120 S. Capital of Texas Highway, Building 1, Suite #300, Austin, Texas 78746, and its telephone number is (512) 279-5100.

Boston Scientific Corporation

Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties, such as cardiology, peripheral interventions, endoscopy, urology and neuromodulation. Boston Scientific’s mission is to transform lives through innovative medical solutions that improve the health of patients around the world. Boston Scientific advances science for life by providing a broad range of high performance solutions to address unmet patient needs and reduce the cost of healthcare.

Boston Scientific’s principal corporate offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, and its telephone number is (508) 683-4000.

Textile Merger Sub, Inc.

Textile Merger Sub, Inc., referred to as “Merger Sub,” is a Delaware corporation and an indirect wholly owned subsidiary of Boston Scientific and was formed on November 23, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, the separate corporate existence of Merger Sub will cease and Apollo will continue as the Surviving Company. Merger Sub’s principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752 and its telephone number is (508) 683-4000.

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Apollo, with the separate corporate existence of Merger Sub thereupon ceasing and Apollo continuing as the Surviving Company and an indirect wholly owned subsidiary of Boston Scientific. As a result of the Merger, Apollo’s common stock will no longer be publicly traded, and will be delisted from Nasdaq. In addition, the Shares will be deregistered under the Exchange Act, and Apollo will no longer file periodic reports under the Exchange Act with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Company.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as Apollo, Boston Scientific and Merger Sub may agree in writing and specify in the certificate of merger).

Effect on Apollo if the Merger is Not Completed

If the Merger Agreement is not adopted by the stockholders, or if the Merger is not completed for any other reason:

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees and Expenses.”

Merger Consideration

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, will be converted automatically into the right to receive the Merger Consideration.

At or before the Closing, Boston Scientific will deposit or, cause the Surviving Company to deposit, with the Paying Agent (as defined below), for the benefit of the holders of Shares (other than Excluded Shares), cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid under the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each Share that you own, but you will no longer have any rights as a stockholder. Stockholders who properly exercise their appraisal rights have the right to receive payment for the “fair value” of their Shares determined pursuant to an appraisal proceeding, as contemplated by Delaware law. For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

Background of the Merger

As part of Apollo’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors, together with Apollo management, regularly review and assess Apollo’s performance, share

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price, risks, opportunities and strategy in light of the current business and economic environment, as well as evolving industry dynamics. As part of this process, members of Apollo management have, from time to time, engaged in business development and strategic discussions with participants in the medical device and healthcare equipment industries, all with the goal of enhancing value for stockholders and delivering the best possible treatments and services to patients and healthcare providers. Apollo’s strategic discussions have also focused on, among other things, collaborations with other medical device companies.

In early 2020, Apollo engaged in discussions related to a potential strategic transaction with Boston Scientific, Party A and Party B (such discussions, the “2020 Process”), including Apollo’s entry into confidentiality agreements with each party, but such discussions were subsequently abandoned due to, among other things, the onset of the COVID-19 pandemic. Boston Scientific and Apollo engaged in due diligence and preliminary discussions with respect to a potential strategic transaction. Discussions with Party A and Party B did not advance beyond preliminary discussions.

On September 21, 2022, Mr. Charlie Attlan, the Senior Vice President, New Business Development, Corporate Strategy and Portfolio of Boston Scientific, contacted a representative of Piper Sandler, which had acted as financial advisor to Apollo in connection with the 2020 Process, to express interest in scheduling a meeting between representatives of Boston Scientific and Apollo.

On September 21, 2022, representatives of Piper Sandler introduced Mr. Chas McKhann, President and Chief Executive Officer of Apollo, to Mr. Attlan for purposes of arranging a meeting in person. That meeting was scheduled for September 23, 2022.

On September 22, 2022, at a regularly scheduled meeting of the Board of Directors, Mr. McKhann informed the Board of Directors of the outreach from Boston Scientific and the meeting scheduled for the following day with representatives of Boston Scientific and Piper Sandler.

On September 23, 2022, Mr. McKhann and Mr. Jeff Black, the Chief Financial Officer of Apollo, representatives of Piper Sandler and representatives of Boston Scientific met and Mr. McKhann and Mr. Black provided a presentation on Apollo based on publicly available information. Following the meeting, Mr. Attlan informed a representative of Piper Sandler that while Boston Scientific would need to have internal discussions to confirm its interest, Mr. Attlan believed Boston Scientific would be interested in pursuing a potential acquisition of Apollo. Later that day, Mr. McKhann provided an update on the meeting to the Board of Directors and, after discussion with Mr. John Barr, chairman of the Board of Directors, the Board of Directors instructed Mr. McKhann to inform Mr. Attlan that Apollo was focused on continuing as a standalone company.

On September 26, 2022, Mr. McKhann contacted Mr. Attlan to relay the message that Apollo was focused on continuing as a standalone company.

On September 29, 2022, Mr. Attlan spoke by telephone with Mr. McKhann and representatives of Piper Sandler and, during this discussion, expressed Boston Scientific’s preliminary interest in acquiring Apollo for $8.00 per share, payable in cash (the “September Verbal Proposal”). The September Verbal Proposal implied a premium of 51% to the closing price of Apollo Common Stock of $5.30 per share on September 29, 2022. Shortly after this call, representatives of Piper Sandler communicated to representatives of Boston Scientific that the September Verbal Proposal would not be received well by the Board of Directors and may be viewed as an opportunistic approach.

On October 3, 2022, Mr. Michael F. Mahoney, Chairman and Chief Executive Officer of Boston Scientific, contacted Mr. John Barr, chairman of Apollo, to discuss the September Verbal Proposal and Boston Scientific’s preliminary interest in acquiring Apollo.

On October 3, 2022, the Board of Directors held a meeting with representatives of Apollo management, at which representatives of Piper Sandler and Cooley LLP (“Cooley”), Apollo’s outside legal counsel, were present.

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At the request of the Board of Directors, Mr. Barr provided an update on prior discussions with Boston Scientific regarding Boston Scientific’s interest in acquiring Apollo, including Mr. Barr’s conversation with Mr. Mahoney regarding the September Verbal Proposal. Representatives of Piper Sandler then reviewed with the Board of Directors general market observations and their initial views with respect to potential valuations of Apollo. The Board of Directors then discussed the September Verbal Proposal, as well as additional strategic alternatives and considerations, including the standalone prospects of Apollo, the risk that engaging in strategic discussions would distract Apollo management and current market conditions. The Board of Directors determined that the September Verbal Proposal was an insufficient basis on which to engage in discussions concerning a potential transaction with Boston Scientific. The Board of Directors then discussed whether to provide a response to the September Verbal Proposal. Following the discussion, the Board of Directors instructed Piper Sandler to notify Boston Scientific that Apollo rejected the September Verbal Proposal on the basis that the proposed $8.00 per share price was too low to enter into discussions regarding a potential transaction with Boston Scientific, but the Board of Directors would consider entering into such discussions if it were to receive a proposal to acquire Apollo for a price of $12.00 per share or higher and that, subject to entry into a customary non-disclosure agreement, Apollo would be willing to allow Boston Scientific to undertake a limited diligence review of Apollo in order to provide Boston Scientific with non-public information to help support a further proposal at an increased per share price.

On October 4, 2022, representatives of Piper Sandler delivered the message from the Board of Directors to representatives of Boston Scientific.

On October 5, 2022, a representative of Piper Sandler discussed with representatives of Boston Scientific scheduling a meeting between representatives of Boston Scientific and Apollo to review certain non-public information regarding Apollo following the execution by the parties of a non-disclosure agreement. Following the discussion, Mr. McKhann scheduled such meeting for October 18, 2022.

On October 13, 2022, Apollo executed a non-disclosure agreement with Boston Scientific that included a customary non-solicit and a “standstill” provision with a fall-away provision that is triggered upon the entry or public announcement of certain acquisition transactions.

On October 16, 2022, the Board of Directors held a meeting with representatives of Apollo management, at which representatives of Piper Sandler and Cooley were present, to review certain financial projections prepared by management of Apollo for fiscal years 2022 through 2025 (the “Near-Term Forecast”), which were based on substantially similar projections previously reviewed by the Board of Directors at the prior regularly scheduled meeting on September 22, 2022, and prepared at the request of the Board of Directors in connection with both reviewing a potential strategic transaction and to provide to Boston Scientific in response to a previously submitted request for such information. Apollo management reviewed certain estimates and assumptions underlying the Near-Term Forecast. Following review and discussion of the Near-Term Forecast, the Board of Directors (i) approved the Near-Term Forecast for use in evaluating potential strategic alternatives, including continuing as an independent company, as well as a potential transaction with Boston Scientific, (ii) approved sharing the Near-Term Forecast with Boston Scientific, as well as other potential acquirers that expressed an interest in pursuing a potential transaction with Apollo, and (iii) authorized Piper Sandler to use the Near-Term Forecast for purposes of providing its financial analyses in connection with the Board of Directors’ evaluation of any potential strategic transaction.

On October 18, 2022, representatives of Apollo management and Piper Sandler met in person for due diligence sessions with representatives of Boston Scientific with respect to Apollo’s business, which included a presentation by Apollo management, including a presentation of certain portions of the Near-Term Forecast and functional area “break out” meetings.

From October 19, 2022, to October 24, 2022, representatives of Piper Sandler, on behalf of and as authorized by the Board of Directors, provided Boston Scientific with additional limited diligence information that Boston Scientific had requested at the prior meeting.

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On November 1, 2022, Apollo issued a press release to report Apollo’s Q3 2022 financial results and the stock price increased from $6.44 per share at the closing on the day before the earnings release to $6.66 per share at the closing the day after the earnings release.

On November 3, 2022, representatives of Boston Scientific contacted Mr. McKhann and a representative of Piper Sandler and indicated that Boston Scientific intended to provide a revised indication of interest. Later that day, Boston Scientific delivered a written non-binding indication of interest to acquire Apollo for $9.50 per share, payable in cash (the “November 3 Proposal”). The November 3 Proposal implied a premium of 43% to the closing price of Apollo Common Stock of $6.63 per share on November 3, 2022.

On November 7, 2022, the Board of Directors held a meeting with representatives of Apollo management, at which representatives of Piper Sandler and Cooley were present. A representative of Cooley reviewed with the Board of Directors its fiduciary duties in connection with a strategic transaction process. Representatives of Piper Sandler then reviewed with the Board of Directors the November 3 Proposal and certain preliminary financial analyses related thereto. Apollo management then discussed with the Board of Directors the standalone prospects of Apollo, including Apollo management’s conviction around Apollo’s operating plan. Apollo management also discussed certain execution risks attendant to achieving the Near-Term Forecast, including increased regulatory oversight and general macroeconomics trends, including elevated levels of inflation, that could limit discretionary spending by consumers and cause demand for Apollo’s products to potentially flatten or decrease. The Board of Directors determined that the November 3 Proposal was an insufficient basis on which to engage in discussions concerning a potential transaction with Boston Scientific and instructed Piper Sandler to reject the November 3 Proposal, and to provide Boston Scientific with price guidance at or very near $11.00 per share and, as a way to demonstrate additional potential value, provide Boston Scientific with an update on a potential strategic partnership that Apollo was contemplating with a third party. The Board of Directors then considered undertaking a limited targeted outreach to certain potential parties that representatives of Piper Sandler had identified as being most likely to both be interested in a potential transaction with Apollo and able to make a proposal to acquire Apollo at an attractive valuation on an accelerated timeline in order to compete with Boston Scientific’s proposal and compressed due diligence timeframe. Following discussion on the positives of such potential outreach, such as the ability to gain additional market intelligence about Apollo, and negatives, such as the potential for leaks and the risk of management distraction that could potentially negatively impact Apollo’s operations, the Board of Directors determined to undertake such a targeted outreach to Party A and Party B given (i) Parties A and B had previously shown preliminary interest and/or were likely to have a strategic interest in acquiring Apollo; (ii) each had participated in the 2020 Process, (iii) the low likelihood that a financial sponsor would be interested in a potential transaction with Apollo given Apollo’s operating losses and (iv) even if other potential parties were interested, they would not be able to proceed as expeditiously as Boston Scientific, Party A or Party B in light of their preliminary due diligence review of Apollo during the 2020 Process. The Board of Directors directed Piper Sandler to contact Party A and Party B to gauge their interest in a potential transaction with Apollo. Representatives of Piper Sandler then left the meeting, and thereafter, the Board of Directors discussed the formal engagement of Piper Sandler as Apollo’s financial advisor in connection with its review of potential strategic alternatives, noting Piper Sandler’s qualifications, expertise, reputation and knowledge of Apollo’s business and the industry in which it operates, as well as Piper Sandler’s institutional knowledge from being engaged as Apollo’s financial advisor during the 2020 Process. On the basis of these considerations and subject to the Board of Directors’ review of Piper Sandler’s relevant relationships with Boston Scientific and Parties A and B, the Board of Directors authorized Apollo management to negotiate the terms of an engagement letter with Piper Sandler. The Board of Directors also discussed and approved Apollo management supplementing the Near-Term Forecast to include prospective financial information for fiscal years 2026 through 2032 so that such information could be used for purposes of Piper Sandler’s discounted cash flow analysis of Apollo as more fully described below in the section captioned “The Merger—Opinion of Piper Sandler & Co.”.

On November 8, 2022, representatives of Piper Sandler delivered the messaging, including the price guidance, from the Board of Directors to representatives of Boston Scientific. Later that same day, Mr. McKhann had a call with representatives from Boston Scientific during which Mr. McKhann provided Boston Scientific with an update on the potential strategic partnership that Apollo was considering with a third party.

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Also on November 8, 2022 representatives of Piper Sandler contacted representatives of Party A and Party B and both Party A and Party B indicated interest in discussing a potential transaction with Apollo. Representatives of Piper Sandler provided each party with a form of non-disclosure agreement and scheduled presentations with representatives of Party A on November 18, 2022 and representatives of Party B on November 10, 2022. Representatives of Piper Sandler encouraged Party A to accelerate its timing, but Party A communicated that November 18, 2022 was the earliest it would be available for a meeting. Representatives of Piper Sandler also strongly encouraged Party B to accelerate its timing, including initiating any internal approval process necessary to be in a position submit a letter of intent promptly after the scheduled meeting.

On November 10, 2022, Party B entered into a non-disclosure agreement with Apollo with a customary non-solicit and a “standstill” provision with a fall-away provision that is triggered upon the entry or public announcement of certain acquisition transactions, including the Transactions contemplated by the Merger Agreement. Later that day, following execution of the non-disclosure agreement, representatives of Apollo management met with representatives of Party B to provide a management presentation with respect to Apollo’s business, which presentation included the portions of the Near-Term Forecast presented to Boston Scientific. Representatives of Piper Sandler also attended the meeting.

Later that same day, on a call between Mr. McKhann, representatives of Piper Sandler and representatives of Boston Scientific, Mr. Attlan indicated that Boston Scientific intended to send an updated written proposal to acquire Apollo for $10.00 per share, payable in cash. Mr. Attlan also indicated that this revised proposal would include a requirement that, if Apollo was prepared to pursue Boston Scientific’s revised proposal, it would agree to enter into exclusive negotiations with Boston Scientific regarding the proposed transaction. That evening, Apollo received a revised written non-binding indication of interest from Boston Scientific to acquire Apollo for $10.00 per share, payable in cash (the “November 10 Proposal”), which included a requirement for exclusivity and expired on November 14, 2022 at 5:00 pm Eastern Time. The November 10 Proposal implied a premium of 52% to the closing price of Apollo Common Stock of $6.60 per share on November 10, 2022.

On November 11, 2022, representatives of Piper Sandler contacted Party B to discuss the transaction process and communicated that Party B would need to submit a proposal with a premium to Apollo’s stock price that was higher than a typical premium for mergers and acquisition transactions and that such offer would need to be provided within seven to ten days if Party B wanted to be competitive with other parties considering a potential transaction with Apollo. Party B expressed its continued interest in pursuing a potential acquisition of Apollo.

On November 13, 2022, the Board of Directors held a meeting with representatives of Apollo management, at which representatives of Piper Sandler and Cooley were present. Representatives of Piper Sandler provided an update on the discussions with Boston Scientific, including the November 10 Proposal and certain preliminary financial analyses related thereto, the status of discussions with Party B and the fact that Party A had not yet signed a non-disclosure agreement and was not available for an initial meeting with Apollo management until November 18, 2022. The Board of Directors then discussed the probability of either Party A or Party B submitting an attractive valuation on a reasonable timeline. Given Party B’s inability to move quickly or provide a compelling premium in prior discussions during the 2020 Process, the Board of Directors did not believe Party B would be in a position to submit a proposal to Apollo on an expedited timeframe or at a price per share as attractive as that proposed in the November 10 Proposal. Additionally, because Party A had not responded with any urgency to schedule a meeting with Apollo management, the Board of Directors’ concluded that Party A was not prepared to pursue a potential transaction on a reasonable timeline relative to the pace at which discussions were proceeding with Boston Scientific, if at all. Based on discussions Apollo management and representatives of Piper Sandler had with representatives of Boston Scientific, the Board of Directors believed Boston Scientific would terminate negotiations if an agreement on the per share price was not reached between the parties quickly. The Board of Directors then discussed the November 10 Proposal and how best to respond to it. Representatives of Piper Sandler then reviewed with the Board of Directors certain financial aspects of the November 10 Proposal based on the Near-Term Projections. The Board of Directors discussed Boston Scientific’s requirement for

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exclusivity, and the possibility that Boston Scientific would terminate negotiations with Apollo if Apollo did not agree to negotiate exclusively with Boston Scientific before the November 10 Proposal expired, the lack of engagement from Party A, the uncertainty surrounding Party B’s ability to submit a proposal at an attractive valuation on a timely basis, and the Board of Directors’ belief that it was unlikely that other parties would be able to pursue a potential transaction at a per share price above the November 10 Proposal on a reasonable timeline or with any certainty. Following these discussions, the Board of Directors determined that, while it would potentially be willing to enter into exclusivity with Boston Scientific in exchange for an increase in its proposed per share price, Piper Sandler and Apollo management should in any event continue to seek an increased per share price from Boston Scientific. Accordingly, the Board of Directors directed representatives of Piper Sandler to inform Boston Scientific that the Board of Directors would be willing to grant a two-week period of exclusivity to Boston Scientific if it agreed to increase its proposed per share price to $10.45 per share. The Board of Directors also instructed representatives of Piper Sandler to request a written indication of interest from Party B by November 16, 2022. The meeting of the Board of Directors then continued in executive session and representatives of Cooley discussed the proposed terms of the engagement letter between Apollo and Piper Sandler, a copy of which had previously been distributed to the Board of Directors. Representatives of Cooley also reviewed the relationship disclosure letter provided by Piper Sandler that confirmed Piper Sandler had no conflicts of interest with any of Boston Scientific, Party A or Party B. Following discussion, the Board of Directors approved the formal engagement of Piper Sandler as financial advisor to Apollo in connection with its review of potential transactions, including the Merger.

On November 14, 2022, Apollo entered into an engagement letter with Piper Sandler.

On the same day, representatives of Piper Sandler contacted both Boston Scientific and Party B to convey the respective messages from the Board of Directors. Later that same day, Mr. Attlan contacted a representative of Piper Sandler and Mr. McKhann to reject the $10.45 counterproposal from Apollo, and reiterate Boston Scientific was not willing to raise its proposed per share price from that reflected in the November 10 Proposal, and remind them that the November 10 Proposal would expire at 5:00 pm Eastern Time on November 15, 2022 unless accepted by Apollo. Mr. Attlan also noted that Boston Scientific wanted to sign the definitive agreement for the transaction between Boston Scientific and Apollo by December 1, 2022.

On the morning of November 15, 2022, the Board of Directors held a meeting with representatives of Apollo management, at which representatives of Piper Sandler and Cooley were present, to discuss Boston Scientific’s rejection of Apollo’s counterproposal and Boston Scientific’s request to sign a definitive agreement by December 1, 2022. Representatives of Piper Sandler also discussed the recent conversations it had with Party B, reviewed the November 10 Proposal and discussed preliminary views with respect to potential valuations of Apollo, and noted that Party A had not yet executed a non-disclosure agreement or accelerated the timing for a confidential meeting. The Board of Directors discussed continuing to seek an increased per share price from Boston Scientific and the potential risk of losing Boston Scientific’s November 10 Proposal if Apollo continued to pursue a higher per share price. The Board of Directors then discussed Boston Scientific’s reiterated request for exclusivity, noting the potential advantages of a transaction with Boston Scientific that had been discussed at the prior meeting of the Board of Directors and determined that it was willing to proceed with a limited two-week period of exclusivity but only at a higher per share price. Following discussion, the Board of Directors instructed representatives of Piper Sandler to notify Boston Scientific that Apollo was not willing to agree to negotiate exclusively with Boston Scientific on the basis of the November 10 Proposal and authorized Piper Sandler to discuss with representatives of Boston Scientific per share prices between $10.00 and $10.45 per share.

On November 15, 2022 Party B had a follow-up due diligence meeting with representatives of Apollo.

Later that day, a representative of Piper Sandler contacted representatives of Boston Scientific to relay the message from the Board of Directors. The representatives of Boston Scientific rejected any proposal with a per share price above $10.00 per share, stated the November 10 Proposal reflected the per share price at which

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Boston Scientific was willing to transact, reiterated Boston Scientific’s requirement for exclusivity and noted that the November 10 Proposal was only valid until 5:00 pm Eastern Time that day. Following this conversation, representatives of Piper Sandler contacted Party B to confirm whether Party B would be able to provide an indication of interest as soon as possible. Party B stated that it continued to be interested in pursuing a potential transaction with Apollo, but it still had a considerable amount of diligence on Apollo to complete prior to submission of any non-binding indication of interest and would not be able to provide an indication of interest until after its next board meeting, which was scheduled for December 15, 2022. Given Party A had not signed a confidentiality agreement or met with Apollo management, representatives of Piper Sandler had no basis to believe that Party A would be in a position to provide an indication of interest to Apollo at a per share price or on a timeframe that would compete with the November 10 Proposal.

On November 15, 2022, after renewed consideration of Apollo’s business, the current macroeconomic conditions, including the risk of a market downturn, the substantial risk of losing Boston Scientific’s proposal of $10.00 per share if Apollo continued to pursue a higher per share price, Party B’s inability to accelerate its process and provide an indication of interest on a timely basis, and Party A’s lack of accelerated activity to date in respect of a proposed transaction with Apollo, the Board of Directors determined that pursuing the November 10 Proposal was in the best interests of Apollo’s stockholders. Apollo then entered into a letter of intent with Boston Scientific consistent with the November 10 Proposal that included a binding two-week exclusivity period. Following execution of that indication of interest, representatives of Piper Sandler notified Party A and Party B that Apollo was terminating all discussions with them regarding a potential transaction because it had agreed to negotiate exclusively with another party.

On November 16, 2022, representatives of Apollo and Boston Scientific, along with representatives of Piper Sandler, held a due diligence organizational call and Apollo provided Boston Scientific access to diligence information contained in a virtual data room established by Apollo. From November 16, 2022, to November 28, 2022, representatives of Boston Scientific worked to finalize its due diligence review of Apollo and held several diligence calls with representatives of Apollo.

On November 18, 2022, the Board of Directors held a meeting with representatives of Apollo management at which representatives of Piper Sandler and Cooley were present. At the meeting, representatives of Piper Sandler discussed its preliminary views with respect to potential valuations for Apollo. Apollo management reviewed with the Board of Directors the supplemented Near-Term Forecast, which now included prospective financial information for fiscal years 2026 through 2032 so that such information could be used for purposes of Piper Sandler’s discounted cash flow analysis of Apollo as more fully described below in the section captioned “The Merger—Opinion of Piper Sandler & Co.” and “The Merger—Financial Projections” (the “Financial Projections”). The Board of Directors discussed the Financial Projections and following discussion, the Board of Directors authorized Piper Sandler to use the Financial Projections for purposes of providing its financial analyses in connection with the Board of Directors’ evaluation of any potential transaction, including preparing any fairness opinion requested by the Board of Directors.

On November 20, 2022, Shearman & Sterling LLP (“Shearman”), outside counsel to Boston Scientific, provided an initial draft of the Merger Agreement to Cooley which proposed, among other things, an Apollo Termination Fee equal to 3.25% of Apollo’s equity value. The draft did not provide for any termination fee to be payable by Boston Scientific.

On November 22, 2022, Shearman provided an initial draft of the CPMG Support Agreement to Cooley, pursuant to which, among other things, R. Kent McGaughy, Jr., a member of the Board of Directors, and certain stockholders of Apollo affiliated with Mr. McGaughy would be required to vote their shares of common stock in favor of the adoption of the Merger Agreement, which Mr. McGaughy agreed to sign, subject to satisfactory negotiation of the terms of that agreement as more fully described below in the section captioned “The Merger – Support Agreement”.

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On November 23, 2022, representatives of Cooley provided a revised draft of the Merger Agreement to Shearman, which proposed, among other things, “hell-or-highwater” antitrust covenant and an Apollo Termination Fee equal to 2.5% of Apollo’s equity value. From November 23, 2022, to the morning of November 29, 2022, representatives of Apollo, Boston Scientific, Cooley, and Shearman worked to finalize the Merger Agreement, including the antitrust covenants, the Apollo Termination Fee, the Boston Scientific Tier I Termination Fee and the Boston Scientific Tier II Termination Fee, and the CPMG Support Agreement.

On the evening of November 28, 2022, the Board of Directors held a meeting with Apollo management, at which representatives of Piper Sandler and Cooley were present, to review the terms of the Merger Agreement and the CPMG Support Agreement, and to vote on whether to approve Apollo’s entry into the Merger Agreement with Boston Scientific. Representatives of Piper Sandler reviewed with the Board of Directors Piper Sandler’s financial analyses of Boston Scientific’s $10.00 per share proposal. Representatives of Piper Sandler then delivered to the Board of Directors the oral opinion of Piper Sandler, which was subsequently confirmed in writing via a written opinion dated November 29, 2022, to the effect that, as of November 29, 2022 and based upon and subject to the various assumptions and limitations set forth in its written opinion, the $10.00 per share in cash to be received by the holders of shares of Apollo’s common stock in the Merger was fair, from a financial point of view, to such holders, as more fully described below in the section captioned “The Merger—Opinion of Piper Sandler & Co.”. Following the presentation by representatives of Piper Sandler, Cooley reviewed with the Board of Directors its fiduciary duties in connection with the strategic transaction process, including the proposed Merger, and the material terms of the draft Merger Agreement and the CPMG Support Agreement. The Board of Directors then discussed the potential transaction with Boston Scientific and, after carefully considering the matters discussed during that meeting and prior meetings of the Board of Directors (for more information, see the section captioned “The Merger—Reasons for the Merger”), the Board of Directors (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, Apollo and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) resolved to recommend to Apollo’s stockholders that they vote in favor of the adoption of the Merger Agreement and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of Apollo’s stockholders.

On the morning of November 29, 2022, Apollo and Boston Scientific executed the Merger Agreement, and Boston Scientific, Mr. McGaughy, and certain stockholders of Apollo affiliated with Mr. McGaughy executed the CPMG Support Agreement. That same morning, Apollo and Boston Scientific each released a press release publicly announcing the execution of the Merger Agreement and the CPMG Support Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

After considering the various factors described below, the Board of Directors has unanimously: (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, Apollo and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) resolved to recommend that the stockholders of Apollo adopt the Merger Agreement and approve the Merger and the Transactions, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders.

The Board of Directors unanimously recommends, on behalf of Apollo, that you vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Reasons for the Merger

The Board of Directors unanimously recommends, on behalf of Apollo, that you vote “FOR” the adoption of the Merger Agreement.

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At a meeting held on November 28, 2022, the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, Apollo and its stockholders; (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions; (iii) resolved to recommend that the stockholders of Apollo adopt the Merger Agreement and approve the Merger and the Transactions; and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders.

In recommending that the stockholders vote in favor of the adoption of the Merger Agreement, the Board of Directors considered the following reasons (which are not listed in any relative order of importance), all of which it viewed as generally supporting its determination and recommendation:

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The Board of Directors also assessed Apollo’s prospects for substantially increasing stockholder value as a standalone company in excess of the Merger Consideration, given the risks and uncertainties in Apollo’s business, including the following (which are not listed in any relative order of importance):

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The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which are not listed in any relative order of importance):

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After taking into account all of the factors set forth above, the Board of Directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger Agreement and Transactions were outweighed by the positive factors and potential benefits associated with the Merger Agreement and the Transactions that supported its determination and recommendation. Accordingly, the Board of Directors determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, Apollo and its stockholders.

The members of the Board of Directors evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of Apollo and considered the advice of Apollo’s independent financial and legal advisors. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger Agreement, the Transactions and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the Board of Directors each applied their own personal business judgment and may had given differing weights to differing factors. The Board of Directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board of Directors based its unanimous

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recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Apollo management, and its independent legal and financial advisors.

When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, stockholders should be aware that some of Apollo’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Transactions are fair to, and in the best interests of, Apollo and its stockholders, in reaching its decision to approve and declare advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, in making its recommendation that, subject to certain circumstances set forth in the Merger Agreement, the stockholders vote in favor of the adoption of the Merger Agreement and in directing that the adoption of the Merger Agreement be submitted to a vote of the stockholders. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Apollo’s Directors and Executive Officers in the Merger”

The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Financial Projections

While Apollo has generally provided, on a quarterly basis, estimated ranges of certain expected financial results and operational metrics for the current or pending fiscal quarter and year in its regular earnings press releases and other investor materials, Apollo does not, in the ordinary course, publicly disclose forecasts or internal projections as to future long-term performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in connection with the review of potential strategic alternatives, in October 2022, Apollo management, at the direction of the Board of Directors, prepared non-public, unaudited, prospective financial information for fiscal years 2022 through 2025 (the “Near-Term Forecast”). The Near-Term Forecast was discussed with, and approved for use by, the Board of Directors in connection with the evaluation of potential strategic alternatives, including the Merger. The Board of Directors directed Piper Sandler to use and rely on the Near-Term Forecast for purposes of providing financial analyses in connection with the Board of Directors’ evaluation of any potential strategic transaction, including the Merger. The Near-Term Forecast was also approved by the Board of Directors for use by, and provided to, representatives of Boston Scientific and other potential strategic acquirers in connection with their evaluation of a potential strategic transaction with Apollo. For more information, please see the section of this proxy statement captioned “The Merger—Background of the Merger”.

Subsequently, on November 7, 2022, the Board of Directors discussed and approved supplementing the Near-Term Forecast to include prospective financial information for fiscal years 2026 through 2032 so that such information could be used for purposes of Piper Sandler’s discounted cash flow analysis of Apollo as more fully described below in the section captioned “The Merger—Opinion of Piper Sandler & Co.” (the “Out-Year Forecast”). Later, at a meeting of the Board of Directors on November 18, 2022, Apollo management reviewed with the Board of Directors (a) the Out-Year Forecast (which, together with the Near-Term Forecast, are collectively referred to herein as the “Financial Projections”), (b) certain assumptions that were utilized to prepare the Financial Projections, including that such estimates had been reasonably prepared on bases reflecting the best currently available judgments of Apollo management, and (c) the purpose for which such estimates were prepared by Apollo management. Assumptions made by Apollo management to prepare the Financial Projections include, among other things, (i) a flat income tax rate of 25%, including with respect to any U.S. federal and state income taxes, applicable to Apollo and its subsidiaries, (ii) global margin expansion driven by cost of goods sold improvements and average selling price expansion, (iii) capital expenditures peak in fiscal years 2026 and 2027 to accommodate manufacturing capacity expansion, (iv) absence of any additional equity financing to Apollo, and (v) the estimated impact on future cash flows based on the terms of a potential strategic partnership that

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Apollo was contemplating with a third party (which assumptions, given the preliminary nature of such terms, excluded any future revenue or profitability impact resulting from such potential strategic partnership). The Board of Directors subsequently approved the Financial Projections for use by Piper Sandler for purposes of Piper Sandler providing financial analyses in connection with the Board of Directors’ evaluation of any potential strategic transaction, including rendering its opinion in connection with the Merger, as described below in the section captioned “The Merger—Opinion of Piper Sandler & Co.”. For more information, please see the section of this proxy statement captioned “The Merger—Background of the Merger”.

The Financial Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Financial Projections were relied upon by the Board of Directors in connection with its consideration of the Merger and the Merger Consideration. While Apollo believes that such non-GAAP financial measures provide useful supplemental information in analyzing Apollo’s financial results, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by Apollo may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the Transactions if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board of Directors or Piper Sandler in connection with the Merger. Accordingly, Apollo has not provided a reconciliation of the financial measures included in the Financial Projections to the relevant GAAP financial measures. The Financial Projections may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transactions.

The Financial Projections reflect estimates and assumptions made by Apollo management with respect to general business, economic, competitive, and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Apollo’s control. In particular, the Financial Projections, while presented with numerical specificity, necessarily were based on variables and assumptions that are inherently uncertain. Because the Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on Apollo’s business and its results of operations. None of Apollo, Boston Scientific or any of their respective affiliates, advisors or other representatives makes any representation to any Apollo stockholder regarding the validity, reasonableness, accuracy or completeness of the Financial Projections or the ultimate performance of Apollo relative to the Financial Projections. The inclusion of the Financial Projections in this proxy statement does not constitute an admission or representation of Apollo that the Financial Projections or the information contained therein is material. Except as required by applicable law, neither Apollo nor any of its affiliates intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Financial Projections if any or all of them have changed or change or otherwise have become, are or become inappropriate (even in the short term). These considerations should be taken into account if evaluating the Financial Projections, which were prepared as of an earlier date. You should review Apollo’s Quarterly Reports on Form 10-Q filed with the SEC on November 1, 2022 for this information. The Financial Projections included in this document have been prepared by, and are the responsibility of, Apollo management. Moss Adams LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Financial Projections and, accordingly, Moss Adams LLP does not express an opinion or any other form of assurance with respect thereto. The Moss Adams LLP report incorporated by reference in this document relates to Apollo’s previously issued financial statements. It does not extend to the Financial Projections and should not be read to do so.

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The Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Apollo in its public filings with the SEC. The Financial Projections were developed by Apollo management on a standalone basis without giving effect to the Transactions, including the Merger, and therefore the Financial Projections do not give effect to the proposed Transactions or any changes to Apollo’s operations or strategy that may be implemented after the consummation of the Merger, including any certain legal, advisory and other acquisition and integration-related costs incurred or expected to be incurred in connection with the Transactions. Furthermore, the Financial Projections do not take into account the effect of any failure of the Transactions to be completed and should not be viewed as accurate or continuing in that context.

The Financial Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Financial Projections should not be regarded as an indication that Apollo or anyone who received the Financial Projections then considered, or now considers, the Financial Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. Apollo management views the Financial Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

Adjusted EBITDA and unlevered free cash flow contained in the Financial Projections set forth below are each “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The information and table set forth below is included solely to give the stockholders access to certain of the Financial Projections for the period from Q4 of fiscal year 2022 through fiscal year 2032 that were made available to the Board of Directors, Piper Sandler and, in part, Boston Scientific and is not included in this proxy statement in order to influence any Apollo stockholder’s decision to vote with respect to the adoption of the Merger Agreement or for any other purpose:

Opinion of Piper Sandler & Co.

On November 28, 2022, Piper Sandler rendered its oral opinion to the Board of Directors, which was subsequently confirmed in writing by delivery of Piper Sandler’s written opinion, dated November 29, 2022, to the effect that, as of such date, and based upon and subject to the various assumptions and limitations set forth in its written opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Apollo common stock.

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The full text of Piper Sandler’s written opinion dated November 29, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Sandler in rendering its opinion, is attached as Annex B to this proxy statement. Piper Sandler’s opinion addressed solely the fairness, from a financial point of view, to the holders of Apollo common stock, of the Merger Consideration and does not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Sandler’s opinion was directed to the Board of Directors in connection with its consideration of the Merger and was not intended to be, and does not constitute, a recommendation to any Apollo stockholder as to how such stockholder should act or vote with respect to the Merger or any other matter. Piper Sandler’s opinion was approved for issuance by the Piper Sandler opinion committee.

In connection with rendering the opinion described above and performing its related financial analyses, Piper Sandler, among other things:

In addition, Piper Sandler conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Sandler deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Sandler in connection with the preparation of its fairness opinion and reviewed with the Board of Directors at a meeting of the Board of Directors held on November 28, 2022.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Sandler. The tables alone do not constitute a complete summary of the financial analyses conducted by Piper Sandler. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Sandler or the Board of Directors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 25, 2022, the last trading day of Apollo common stock prior to the date on which the Transactions were approved by the Board of Directors, and is not necessarily indicative of current market conditions.

Unless the context indicates otherwise, for purposes of the financial analyses described below, Piper Sandler calculated enterprise value (“EV”; defined as the relevant company’s common equity value, plus, where

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applicable, book value of preferred stock, plus fair value of contingent consideration, plus debt, plus capital and operating leases, less cash and cash equivalents, less investments in partnerships, and less short and long term investments (“net debt”), plus, where applicable, book value of non-controlling interests), including (a) EV for each publicly traded company included in the selected public companies analysis described below under the heading “Selected Public Companies Analysis” (as well as Apollo), based on (i) the market value of the relevant company’s common equity, using closing stock prices on November 25, 2022 and (ii) the relevant company’s net debt as of such company’s most recently reported quarter end, and (b) EV for each target company included in the selected M&A transactions analysis described below under the heading “Selected M&A Transactions Analysis”, based on (i) the implied value of the relevant target company’s common equity using the implied purchase price paid for such target company’s common equity in the relevant M&A transaction and the relevant target company’s net debt as of such target company’s most recently reported quarter end immediately prior to announcement of the relevant M&A transaction (in the case of M&A transactions involving the acquisition of public companies) or otherwise (ii) the publicly announced EV for the target company at the time of announcement of the relevant M&A transaction. Additionally, references to (a) “LTM” historical financial information are references to (i) for each publicly traded company included in the selected public companies analysis described below under the heading “Selected Public Companies Analysis” (as well as Apollo), the last twelve-month period for which financial information was publicly available as of November 25, 2022, based on such publicly available information, and (ii) for each target company included in the selected M&A transactions described below under the heading “Selected M&A Transactions Analysis”, the last twelve-month period for which financial information was (x) publicly available as of immediately prior to the announcement of the relevant M&A transaction, based on such publicly available information, or (y) available to Piper Sandler as of immediately prior to the announcement of the relevant M&A transaction, based on such internal non-public transaction information, and (b) “FTM” projected financial information are references to (i) for each target company included in the selected M&A transactions analysis described below, the twelve-month period immediately following the LTM period, based on Wall Street consensus research estimates (“Consensus Estimates”), disclosure by such target company or otherwise available to Piper Sandler, at the time of announcement of the relevant transaction, and (ii) for Apollo, the twelve-month period immediately following the LTM period, based on estimates provided to Piper Sandler by Apollo management. Diluted Shares were calculated using the treasury stock method as of November 25, 2022, the last trading day of Apollo common stock prior to the date on which the Transactions were approved by the Board of Directors, and in the case of Apollo, included restricted stock units, pre-funded warrants, conversion of convertible debt and in-the-money options.

Selected Public Companies Analysis

Piper Sandler reviewed, among other things, historical LTM financial information for Apollo, as well as projected financial data for Apollo prepared by Apollo management for the years ending December 31, 2022 and December 31, 2023 as included in the Financial Projections and compared such data to corresponding historical financial information and Consensus Estimates for the public companies that Piper Sandler considered to be U.S. listed companies in the medical technology industry with (i) LTM revenue between $25 million and $500 million, (ii) projected revenue growth in 2022 and 2023 between 15% to 50%, (iii) LTM gross margin greater than 50%, and (iv) negative LTM operating income.

Piper Sandler selected the following companies:

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For this selected public companies analysis, Piper Sandler compared, among other things, the implied (i) EV/revenue multiple for each of LTM, 2022 and 2023 for Apollo and (ii) EV/gross profit multiple for each of LTM and 2022 for Apollo, based on each of the closing price of Apollo common stock on November 25, 2022, the last trading day of Apollo common stock prior to the date on which the Transactions were approved by the Board of Directors, of $6.00 (the “November 25th Closing Price”), and the Merger Consideration, to the corresponding multiple for the selected public companies. The historical LTM revenue and LTM gross profit financial information for each of Apollo and the selected public companies, was based on historical financial information as described above, and the projected 2022 and 2023 revenue and 2022 gross profit financial information for each of Apollo and the selected public companies, was (i) for Apollo, based on the Financial Projections provided to Piper Sandler by Apollo management (for more information, please see the section of this proxy statement captioned “The Merger—Financial Projections”) and (ii) for the selected public companies, based on Consensus Estimates publicly available as of November 25, 2022.

The analysis indicated the following maximum, 75^th percentile, mean, median, 25^th percentile and minimum implied multiples:

Piper Sandler then applied such multiples to Apollo’s (i) LTM, 2022 and 2023 revenue and (ii) LTM and 2022 gross profit in order to derive implied enterprise values for Apollo, after which Piper Sandler derived implied per-Share values using the balance sheet data and diluted Share information described above. Piper Sandler did not take into account the net present value of current and estimated future net operating losses (“NOLs”) available to Apollo in performing this analysis. Piper Sandler observed that based on the mean and

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median for each analysis, the ranges of implied per Share values for Apollo common stock, as compared to the Merger Consideration, were as follows:

Selected M&A Transactions Analysis

Piper Sandler reviewed M&A transactions announced since January 1, 2016, involving those public and private target businesses for which Piper Sandler had access to sufficient financial information and that Piper Sandler considered to be in the medical technology industry with (i) LTM revenue between $25 million and $500 million, (ii) projected FTM revenue growth between 15% to 50%, and (iii) LTM gross margin greater than 50%.

Based on these criteria, the following 24 transactions were selected:

For this selected medical technology M&A transactions analysis, Piper Sandler compared, among other things, the implied (i) EV/ revenue multiple for each of LTM and FTM and (ii) EV/LTM gross profit multiple for

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Apollo, to the corresponding multiples for each selected M&A transaction. Piper Sandler compared multiples for Apollo to the corresponding multiple for each selected M&A transaction, based on each of the November 25th Closing Price and the Merger Consideration. This analysis indicated the following maximum, 75^th percentile, mean, median, 25^th percentile and minimum implied multiples:

Piper Sandler then applied such multiples to Apollo’s LTM revenue, FTM revenue and LTM gross profit in order to derive implied enterprise values for Apollo, after which Piper Sandler derived implied per Share values using the balance sheet data and diluted Share information described above. Piper Sandler did not take into account the net present value of current and estimated future NOLs available to Apollo in performing this analysis. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied per Share values for Apollo common stock, as compared to the Merger Consideration, were as follows:

Discounted Cash Flow Analysis

Using a discounted cash flow analysis, Piper Sandler calculated an estimated range of theoretical enterprise values for Apollo based on the net present value of (i) projected unlevered after tax free cash flows from September 30, 2022 to December 31, 2032 (which included the impact of current and estimated future NOLs usage available to Apollo), discounted back to September 30, 2022, and (ii) a projected terminal value at December 31, 2032, calculated using perpetuity growth rates ranging from 4.0% to 5.0%, discounted back to September 30, 2022. The after-tax free cash flows for each year were calculated based on the Financial Projections. Piper Sandler calculated the range of net present values for unlevered free cash flows for such periods, as well as the terminal value, based on a range of discount rates ranging from 11.8% to 12.8%, based on its estimation of Apollo’s weighted average cost of capital using the capital asset pricing model, together with a size premium, in order to derive a range of implied enterprise values for Apollo. Piper Sandler then derived a range of implied per Share values for Apollo common stock using the balance sheet data and diluted Share information described above. Piper Sandler observed that based on the mean and median, the range of implied per Share values for Apollo common stock, was $5.31—$6.87, as compared to the Merger Consideration of $10.00.

Miscellaneous

The summary set forth above does not contain a complete description of the analyses performed by Piper Sandler and reviewed with the Board of Directors. The preparation of a fairness opinion is not necessarily susceptible to partial analysis or summary description. Piper Sandler believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in Piper Sandler’s opinion. In arriving at its opinion, Piper Sandler considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Sandler made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Sandler’s view of the actual value of Apollo.

None of the selected companies or transactions used in the analyses above is directly comparable to Apollo or the Merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target businesses in the selected transactions and other factors that could affect the public trading values of such companies or transaction values of such businesses.

Piper Sandler performed its analyses for purposes of providing its opinion to the Board of Directors. Certain of the analyses performed by Piper Sandler were based upon the Financial Projections furnished to Piper Sandler by Apollo management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. The Financial Projections are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Sandler does not assume responsibility if future results are materially different from projected financial results.

Piper Sandler’s opinion was one of many factors taken into consideration by the Board of Directors in making the determination to approve the Merger Agreement. While Piper Sandler provided advice to the Board

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of Directors during Apollo’s negotiations with Boston Scientific, Piper Sandler did not recommend any specific amount or type of consideration.

Piper Sandler relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Sandler or discussed with or reviewed by Piper Sandler. Piper Sandler further relied upon the assurances of Apollo management that the financial information provided was prepared on a reasonable basis in accordance with industry practice, and that Apollo management was not aware of any information or facts that would make any information provided to Piper Sandler incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its opinion, Piper Sandler assumed that with respect to the Financial Projections, estimates and other forward-looking information reviewed by Piper Sandler, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of Apollo management as to the expected future results of operations and financial condition of Apollo. Piper Sandler expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based. Piper Sandler relied, with consent of the Board of Directors, on advice of the outside counsel and the independent accountants to Apollo, and on the assumptions of Apollo management, as to all accounting, legal, tax and financial reporting matters with respect to Apollo and the Merger Agreement.

In arriving at its opinion, Piper Sandler assumed that the executed Merger Agreement would be in all material respects identical to the last draft of the Merger Agreement reviewed by Piper Sandler. Piper Sandler relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein were true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the Merger will be consummated pursuant to the terms of the Merger Agreement without amendments thereto and (iv) all conditions to the consummation of the Merger will be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Sandler assumed that all the necessary regulatory approvals and consents required for the Merger will be obtained in a manner that will not adversely affect Apollo or the contemplated benefits of the Merger.

In arriving at its opinion, Piper Sandler did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of Apollo, and was not furnished or provided with any such appraisals or valuations, nor did Piper Sandler evaluate the solvency of Apollo under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Sandler in connection with its opinion were going concern analyses. Piper Sandler expressed no opinion regarding the liquidation value of Apollo or any other entity. Without limiting the generality of the foregoing, Piper Sandler undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Apollo or any of its affiliates is a party or may be subject, and at the direction of Apollo and with its consent, Piper Sandler’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Sandler also assumed that neither Apollo nor Boston Scientific was party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Merger.

Piper Sandler’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of Piper Sandler’s opinion could materially affect the assumptions used in preparing its opinion. Piper Sandler expressed no opinion as to the price at which Shares may trade following announcement of the Merger or at any future time. Piper Sandler did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

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Piper Sandler’s opinion addressed solely the fairness, from a financial point of view, to the holders of Apollo common stock of the Merger Consideration set forth in the Merger Agreement and did not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Sandler was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect the Merger, the merits of the Merger relative to any alternative transaction or business strategy that may be available to Apollo, Boston Scientific’s ability to fund the Merger Consideration or any other terms contemplated by the Merger Agreement or the fairness of the Merger to any other class of securities, creditor or other constituency of Apollo. Furthermore, Piper Sandler expressed no opinion with respect to the amount or nature of compensation to any officer, director or employee of any party to the Merger, or any class of such persons, relative to the compensation to be received by the holders of Apollo common stock in the Merger or with respect to the fairness of any such compensation, including whether such payments are reasonable in the context of the Merger.

Information about Piper Sandler

As a part of its investment banking business, Piper Sandler is regularly engaged in the valuation of businesses in the medical manufacturing, medical technology and other industries and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The Board of Directors selected Piper Sandler to be its financial advisor and render its fairness opinion in connection with the Merger on the basis of such experience and its familiarity with Apollo.

Piper Sandler acted as exclusive financial advisor to Apollo in connection with the Merger and will receive a fee, currently estimated to be approximately $12.15 million, from Apollo, which is contingent upon the consummation of the Merger, except for $1.0 million of such fee which will be paid to Piper Sandler for rendering its fairness opinion and is creditable against the total fee. The opinion fee was not contingent upon the consummation of the Merger or the conclusions reached in Piper Sandler’s opinion. Apollo has also agreed to indemnify Piper Sandler against certain liabilities and reimburse Piper Sandler for certain expenses in connection with its services. Piper Sandler may, in the future, provide financial advisory and financing services to Apollo and its affiliates and may receive fees for the rendering of such services. In addition, in the ordinary course of its business, Piper Sandler and its affiliates may actively trade securities of Apollo and Boston Scientific for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Piper Sandler may also, in the future, provide investment banking and financial advisory services to Apollo, Boston Scientific or entities that are affiliated with Apollo or Boston Scientific, for which Piper Sandler would expect to receive compensation.

In the past two years preceding the date of Piper Sandler’s opinion, independent of Piper Sandler acting as exclusive financial advisor to Apollo in connection with the Merger, Piper Sandler received a fee of approximately $1.34 million for acting as joint bookrunner in connection with the follow-on offering of Apollo common stock in October 2021. In the past two years preceding the date of Piper Sandler’s opinion, Piper Sandler had not received any revenue in respect of any financial advisory or financing services provided to Boston Scientific.

Interests of Apollo’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that some of our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally, as more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Transactions were fair to and in the best interests of Apollo and its stockholders, in reaching its decision to approve and declare advisable the execution, delivery and performance of the Merger Agreement and the

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consummation of the Transactions, in making their recommendation that the stockholders vote in favor of the adoption of the Merger Agreement and in directing that the adoption of the Merger Agreement be submitted to a vote of the stockholders. For more information, please see the section of this proxy statement captioned “The Merger—Interests of Apollo’s Directors and Executive Officers in the Merger.”

Arrangements with Boston Scientific

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Boston Scientific or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Company or one or more of its affiliates. Prior to and following the Closing, however, certain of our executive officers may have discussions, and following the Closing, may enter into agreements with Boston Scientific or the Surviving Company, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Company or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

From and after the Effective Time, the Surviving Company and its subsidiaries will, and Boston Scientific will cause the Surviving Company to, to the fullest extent permitted under the DGCL, honor and fulfill in all respects the obligations of Apollo and the Apollo subsidiaries under (i) the certificate of incorporation and by-laws (or equivalent organizational documents) of Apollo and each Apollo subsidiary in effect as of the Signing Date, and (ii) any and all indemnification agreements between Apollo or any Apollo subsidiary and any of their respective present or former directors and officers (collectively, the “Indemnified Parties”), and such indemnification agreements will survive the Closing and will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Parties, except, in each case, to the extent required by applicable law. In addition, the certificate of incorporation and by-laws of the Surviving Company will contain provisions no less favorable with respect to exculpation and indemnification than are set forth in the certificate of incorporation or bylaws of Apollo in effect as of the Signing Date, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of the Indemnified Parties and any claim made pursuant to such rights within such six (6) year period will continue to be subject to certain indemnification and insurance provisions of the Merger Agreement until disposition of such claim.

For a period of six (6) years after the Effective Time, the Surviving Company will, to the fullest extent permitted under applicable law, indemnify and hold harmless each Indemnified Party against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any litigation, suit, claim, action, proceeding or investigation arising out of or relating to any action or omission in their capacity as a director or officer of Apollo or any Apollo subsidiary, occurring on or before the Effective Time, subject to the terms and conditions of the Merger Agreement.

Prior to the Effective Time, Apollo will cause to be obtained, effective as of the Effective Time, “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance and fiduciary liability insurance in amount and scope (including with respect to coverage and deductibles) at least as favorable as Apollo’s existing policies as of immediately prior to the Effective Time for claims arising from facts or events that occurred on or prior to the Effective Time. If for any reason Apollo fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company will maintain in effect for six (6) years from the Effective Time the current directors’ and officers’ liability insurance policies maintained by Apollo as of immediately prior to the Effective Time. Notwithstanding the foregoing, the Surviving Company may substitute such policies with policies of at least the same coverage containing terms and conditions that are substantially similar with respect to matters occurring prior to the Effective Time; provided, however, that in no event will Apollo or the Surviving Company, as applicable, be required to expend more than an amount per year equal to 300% of current aggregate annual premiums paid by Apollo for such insurance. In

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the event of an expiration, termination or cancellation of such current policies, Boston Scientific and the Surviving Company will be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate annual premiums.

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

Treatment of Apollo Options, Apollo RSUs and Apollo PSUs

As of                  , 2023, there were                 Shares outstanding,                 Shares subject to outstanding Apollo Options,                 Shares subject to outstanding Apollo RSUs and                 Shares subject to outstanding Apollo PSUs. The Apollo RSUs and Apollo Options held by Apollo’s non-employee directors, and the Apollo Options, Apollo RSUs, and Apollo PSUs held by Apollo’s executive officers immediately before the Effective Time will be treated as described below.

The Merger Agreement provides that at the Effective Time, each:

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Apollo Options, Apollo RSUs and Apollo PSUs.”

Payments Upon Termination at or Following Change in Control

The following is a description of the vesting acceleration benefits in the event of a qualifying termination provided in the employment, change in control and similar agreements and arrangements with our named executive officers. Payments and benefits to all of our named executive officers described below in the event of a qualifying termination are subject in each case to the executive’s execution and nonrevocation of a general release of claims against Apollo and certain related parties, as well as satisfaction of certain other terms and conditions, including the return of all Apollo property and continued compliance with the terms of any invention, confidential information and non-competition or similar agreement with Apollo (such agreement, including Apollo’s standard form of Invention, Confidential Information and Non-Competition Agreement, as in effect from time to time, the “Non-Competition Agreement”).

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Stefanie Cavanaugh stepped down as our Chief Financial Officer in August 2021 to serve as our Vice President of Finance and subsequently ceased to be a service provider in January 2022. Todd Newton ceased to be a service provider in August 2021. Neither has or will receive any benefits in connection with, or following, the Merger, other than the Merger Consideration payable in respect of their Shares.

For purposes of the below, “Change in Control” has the meaning ascribed to such term in Apollo’s 2017 Equity Incentive Plan; the Merger will constitute a Change in Control for this purpose.

Note that notwithstanding the treatment of equity awards in connection with a Change in Control provided in any employment agreement, change in control agreement or similar agreement or arrangement between Apollo or its applicable subsidiary and our named executive officers or non-employee directors as described below, upon the Closing, all such equity awards will be treated in accordance with the terms of the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Apollo Options, Apollo RSUs and Apollo PSUs.”

McKhann Employment Agreement

Chas McKhann’s Employment Agreement with Apollo, effective March 1, 2021 (the “McKhann Employment Agreement”), provides that in the event of a Change in Control, 100% of the then-unvested portion of the Apollo Option to purchase 848,733 Shares granted pursuant to the McKhann Employment Agreement (the “McKhann Option”) will become vested and exercisable as of the date immediately prior to the Effective Time (the “McKhann CiC Option Acceleration”). Additionally, pursuant to the McKhann Employment Agreement, the Apollo PSU covering 707,278 Shares (the “McKhann PSU”) will accelerate pursuant to a formula provided in the McKhann Employment Agreement (together with the McKhann CiC Option Acceleration, the “McKhann CiC Award Acceleration”).

If Mr. McKhann voluntarily resigns his employment for Good Reason (as defined below) or is involuntarily terminated by Apollo without Cause (as defined below, but specifically excluding a termination due to death or disability) and such termination constitutes a separation from service (an “Involuntary Termination”), under the terms of the McKhann Employment Agreement, he is entitled to

(1) cash severance equal to (A) 12 months of his then-current base salary, paid in equal installments as salary continuation, plus (B) any earned but unpaid bonus for the fiscal year prior to the year in which such Involuntary Termination occurs, plus (C) an amount equal to the Bonus Target amount (as defined in the McKhann Employment Agreement) in effect for the fiscal year of Mr. McKhann’s Involuntary Termination, prorated based on the number of days of service completed in such fiscal year through the Involuntary Termination date;

(2) reimbursement of healthcare continuation coverage under COBRA for up to 12 months; and

(3) accelerated vesting of all time-based vesting equity awards as if he had completed an additional 12 months of continuous service as of the Involuntary Termination date. Further, the post-termination exercise period for any then-vested Apollo Options will be extended to the earlier of (A) the one-year anniversary of his Involuntary Termination date and (B) the effective date of a Change in Control. Finally, the vesting period of the McKhann PSU will be extended to the business day after the end of the day on which Apollo reports its financial results for the second completed fiscal quarter following his Involuntary Termination.

If Mr. McKhann experiences an Involuntary Termination during the three months prior to, on or within 12 months after, a Change in Control, then, in addition to the McKhann CiC Award Acceleration and the severance benefits described in (1)(A), 1(B), (2) and (3) in the paragraph above, one hundred percent (100%) of the Shares subject to any other then-outstanding Apollo equity awards held by Mr. McKhann will become vested and (if applicable) exercisable, in each case as of the later of (i) the date of Mr. McKhann’s Involuntary Termination and (ii) immediately prior to the effective time of such Change in Control. Further, in lieu of a

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prorated Bonus Target amount as described in (1)(C) above, he will be entitled to receive an amount equal to fifty percent (50%) of the Bonus Target amount of the Annual Bonus (as defined in the McKhann Employment Agreement) in effect in the fiscal year of such Involuntary Termination.

In the event of Mr. McKhann’s death, in addition to any accrued but unpaid base salary and accrued but unused paid vacation, he is also entitled to receive a prorated bonus for such year that would have been earned and payable (the “Death Benefits”). Further, any then-vested Apollo Options will be exercisable for up to 18 months following his death.

In the event of Mr. McKhann’s termination due to his Disability (as such term is defined in the McKhann Employment Agreement), he will be entitled to receive the Death Benefits but not the extended Apollo Option exercisability.

For the purposes of the McKhann Employment Agreement, “Cause” will exist for a period of 90 days following Apollo’s discovery of the happening of one or more of the following events: (i) gross negligence or willful misconduct in performance of duties where such gross negligence or willful misconduct has resulted in or is likely to result in substantial and material damage to Apollo or any of its subsidiaries; (ii) repeated absence from Apollo in violation of Apollo policy or the written instructions of the Board of Directors, provided, Mr. McKhann will have a period of ten days to cure such absence after receipt of written notice thereof; (iii) material and willful violation of any federal or state law that has resulted in or is likely to result in substantial and material damage to Apollo or any of its subsidiaries; (iv) the commission of any act of fraud with respect to Apollo; (v) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of Apollo; or (vi) his incurable material breach of any Non-Competition Agreement, including without limitation, theft or other misappropriation of Apollo’s proprietary information.

For the purposes of the McKhann Employment Agreement, “Good Reason” means the occurrence, without Mr. McKhann’s prior written consent, of any of the following events: (i) a material reduction in the nature or scope of his responsibilities, duties and/or authority, including without limitation, no longer being the sole Chief Executive Officer of Apollo; (ii) a change in reporting relationship such that Mr. McKhann is no longer reporting directly and solely to the Board of Directors; (iii) a reduction by at least ten percent (10%) of his then-current base salary or Bonus Target percentage; provided, that such reduction will not constitute “Good Reason” to the extent the reduction is made as part of a broader compensation reduction program affecting a majority of similarly situated Apollo employees; (iv) a required relocation from the Minneapolis, Minnesota metropolitan area; or (v) a material breach of the McKhann Employment Agreement by Apollo. Good Reason will not occur unless Mr. McKhann delivers to Apollo a notice of termination for Good Reason within 90 days after the initial existence of the circumstances giving rise to Good Reason, Apollo fails to reasonably cure the circumstances giving rise to Good Reason within 30 days of receipt of such written notice, and Mr. McKhann terminates his employment within 30 days following the end of such cure period (a “Cure Process”).

Black Employment Agreement

Under Jeffrey Black’s Employment Agreement with Apollo, effective as of August 1, 2021 (the “Black Employment Agreement”), in the event of a Change in Control, the Apollo PSU covering 120,000 Shares (the “Black PSU”) will accelerate with respect to the then-unvested PSUs pursuant to a formula provided in the Black Employment Agreement.

If Mr. Black is subject to an Involuntary Termination, he is entitled to cash severance equal to (A) six (6) months of his then-current base salary, paid in equal installments as salary continuation, plus (B) any earned but unpaid bonus for the fiscal year prior to the year in which such Involuntary Termination occurs.

If Mr. Black’s Involuntary Termination occurs during the three months prior to, on or within 12 months after, a Change in Control, then he will receive: (i) cash severance equal to (A) 12 months of his then-current

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base salary, paid in equal installments as salary continuation, plus (B) any earned but unpaid bonus for the fiscal year prior to the year in which such Involuntary Termination occurs; (ii) reimbursement of healthcare continuation coverage under COBRA for up to 12 months; (iii) full acceleration (and, if applicable, exercisability) of any then-outstanding Apollo Options and other equity awards granted to Mr. Black (excluding the Black PSU), and vesting of the Black PSU as provided for in the Black Employment Agreement; and (iv) extension of the time period in which Shares of the Black PSU may vest to the business day after the end of the day on which Apollo reports its financial results for the second completed fiscal quarter following his Involuntary Termination.

In the event of Mr. Black’s death or Disability (as such term is defined in the Black Employment Agreement), he will be entitled to accrued but unpaid base salary and accrued but unused paid vacation.

For the purposes of the Black Employment Agreement, “Cause” has substantially the same definition as under the McKhann Employment Agreement.

For the purposes of the Black Employment Agreement, “Good Reason” means the occurrence, without Mr. Black’s prior written consent, of any of the following events, subject to the Cure Process: (i) a material reduction in the nature or scope of his responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) will not be deemed a “material reduction” in and of itself unless Mr. Black’s responsibilities, duties and/or authority are materially reduced; (ii) a reduction by at least ten percent (10%) of his then-current base salary; provided, that such reduction will not constitute “Good Reason” to the extent the reduction is made as part of a broader compensation reduction program affecting a majority of similarly situated Apollo employees; (iii) a material change in the location at which Mr. Black must perform his services; provided, that in no event will the relocation of Mr. Black to a facility or location fifty (50) miles or less from his then-current office location be deemed material; or (iv) a material breach of the Black Employment Agreement by Apollo.

Molesphini Change in Control Agreement

Pursuant to John Molesphini’s Change in Control Agreement with Apollo, dated as of May 23, 2018 (the “Molesphini CiC Agreement”), in the event of a Change in Control, 50% of all then-outstanding and unvested Apollo equity awards held by him (including without limitations any restricted Shares) as of the effective date of such Change in Control (each, an “Eligible Equity Award”), will become vested (and, if applicable, exercisable), and any right of repurchase or forfeiture provision will lapse as to 50% of such Shares, effective as of the date immediately prior to the effective date of such Change in Control, subject to his execution and nonrevocation of a general release of claims against Apollo.

If Mr. Molesphini is subject to an Involuntary Termination that occurs within three months prior to, or on or within 12 months after, a Change in Control, then, subject to his satisfaction of certain conditions provided in the Molepshini CiC Agreement, Mr. Molesphini will receive (i) cash severance equal to 12 months of his then-current base salary, paid in equal installments as salary continuation; (ii) reimbursement of healthcare continuation coverage under COBRA for up to 12 months; and (iii) full vesting (and, if applicable, exercisability) with respect to his Eligible Equity Awards, and any right of repurchase or forfeiture provision will lapse as to all such Shares, effective immediately prior to his Involuntary Termination.

For purposes of the Molesphini CiC Agreement, “Cause” is defined substantially the same as how “Cause” is defined under the Mr. McKhann Employment Agreement, except that the definition in the Molesphini CiC Agreement does not specify that “Cause” will exist for a period of 90 days following discovery of the specific event and that prongs (ii) and (iii) of the definition are instead as follows: (ii) repeated and unjustified absence from Apollo and (iii) material and willful violation of any federal or state law.

For purposes of the Molesphini CiC Agreement, “Good Reason” means the occurrence, without Mr. Molesphini’s prior written consent, of any of the following events, subject to the Cure Process: (i) a material

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reduction in the nature or scope of his responsibilities, duties and/or authority; provided, that a change in job position (including a change in title) will not be deemed a “material reduction” in and of itself unless Mr. Molepshini’s responsibilities, duties and/or authority are materially reduced; (ii) a reduction by at least ten percent (10%) of his then-current base salary; provided, that such reduction will not constitute “Good Reason” to the extent the reduction is made as part of a broader compensation reduction program affecting a majority of similarly situated Apollo employees; or (iii) a relocation of his principal place of employment to a place that increases his one-way commute by more than fifty (50) miles.

The amounts shown in the table below do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to Closing, or the value of payments or benefits that are not based on, or otherwise related to, the Merger.

In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. These assumptions may or may not actually be correct. Accordingly, the ultimate amounts to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. For purposes of the footnotes to the table below, “double-trigger” refers to benefits that require two (2) conditions, which are Closing and a qualifying termination. For more information, please see the section of this proxy statement captioned “The Merger—Golden Parachute Compensation” below for a quantification of the amounts that the named executive officers will receive in respect of vested equity awards at the Effective Time.

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Equity Awards Held by Apollo’s Executive Officers and Non-Employee Directors

As discussed above in the section of this proxy statement captioned “The Merger—Interests of Apollo’s Directors and Officers in the Merger—Treatment of Apollo Options, Apollo RSUs and Apollo PSUs”, at the Effective Time, each Apollo Option, Apollo RSU and Apollo PSU (whether vested or unvested) will be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of Shares subject to such award, and (ii) the Merger Consideration (less, with respect to each Apollo Option, the per Share exercise price).

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Equity Interests of Apollo’s Named Executive Officers and Non-Employee Directors

The following table sets forth the number of Shares and the number of Shares underlying outstanding Apollo equity interests held by each of Apollo’s named executive officers and non-employee directors as of December 23, 2022. The table also sets forth the values of these Shares and Apollo equity interests, determined as the number of Shares (or Shares subject to the equity interests or awards) multiplied by the Merger Consideration (less the applicable per Share exercise price for any Apollo Options). Except for the interests described herein, no additional Shares or equity interests have been or are expected to be issued or granted, as applicable, to any named executive officer or non-employee director in contemplation of the Merger.

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Support Agreement

In connection with the execution of the Merger Agreement, R. Kent McGaughy, Jr., a member of the Board of Directors, and entities affiliated with CPMG, Inc. (together, with R. Kent McGaughy, Jr., the “CPMG Signatories”), have entered into a voting and support agreement (the “CPMG Support Agreement”). As of November 25, 2022, the CPMG Signatories held, in the aggregate, Shares representing approximately 8.4% of the voting power of the outstanding Shares. Under the CPMG Support Agreement, the CPMG Signatories have, among other things, agreed to, during the term of the CPMG Support Agreement, vote the Shares held by the CPMG Signatories (i) in favor of the adoption of the Merger Agreement; (ii) in favor of any proposal to adjourn or postpone any meeting of the holders of Shares at which the matters described in the preceding clause (i) are submitted for the consideration and vote of the holders of Shares to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (iii) against any action or agreement that would reasonably be expected to prevent or materially delay the ability of Apollo to consummate the Transactions. The CPMG Support Agreement will automatically terminate without further action by the parties thereto upon termination of the Merger Agreement.

The foregoing description of the CPMG Support Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the CPMG Support Agreement which is attached as Exhibit 10.1 to Apollo’s Current Report on Form 8-K filed with the SEC on November 30, 2022, and which is incorporated herein by reference.

Appraisal Rights

If the Merger is consummated and certain conditions are met, stockholders (i) who continuously hold Shares through the Effective Time, (ii) who did not vote their Shares in favor of the adoption of the Merger Agreement, (iii) who are entitled to demand appraisal rights under Section 262 of the DGCL, (iv) who otherwise properly comply with the applicable requirements and procedures of Section 262 of the DGCL and (v) who do not thereafter withdraw their demand for appraisal of such Shares, fail to perfect or otherwise lose their appraisal rights, in each case in accordance with Section 262 of the DGCL, will be entitled to demand appraisal of their Shares and receive, if the Merger is successful and the Merger is consummated, in lieu of the Merger Consideration, an amount in cash equal to the “fair value” of their Shares (as of the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any), as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL. Stockholders should be aware that the fair value of their Shares could be more than, the same as or less than the Merger Consideration and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address, fair value under Section 262 of the DGCL. Any stockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights.

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The following is a summary of the procedures to be followed by stockholders who wish to exercise their appraisal rights under Section 262 of the DGCL. A copy of the full text of the version of Section 262 of the DGCL applicable to the Merger Agreement is attached to this proxy as Annex C. This summary does not purport to be a complete statement of, and is qualified in its entirety by reference to, Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of Shares as to which appraisal rights are asserted. A person holding a beneficial interest in Shares held of record in the name of another person, such as a broker or nominee, must act promptly to cause the stockholder of record to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. Failure to timely and fully comply with the procedures of Section 262 of the DGCL may result in the loss of appraisal rights under Section 262 of the DGCL. Stockholders should assume that Apollo will take no action to perfect any appraisal rights of any stockholder.

Any stockholder who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that the stockholders exercise appraisal rights under Section 262 of the DGCL.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of the stockholders, the corporation, not less than twenty (20) days prior to the meeting, shall notify each of the stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available under Section 262 of the DGCL that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. This proxy statement constitutes the formal notice of appraisal rights under Section 262 of the DGCL, and the required copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified may result in the loss of appraisal rights under the DGCL.

If a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

Within ten (10) days after the effective date of the Merger, the Surviving Company will provide notice of the effective date of the Merger to those stockholders who have properly made a written demand for appraisal

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pursuant to the first bullet above, as required by Section 262 of the DGCL, has not voted in favor of the adoption of the Merger Agreement and has not withdrawn or otherwise lost the right to appraisal. If the Merger is consummated, a failure to make a written demand for appraisal in accordance with the time periods specified in the first bullet above (or to take any of the other steps specified in the above bullets) will be deemed to be a waiver or a termination of your appraisal rights. At any time within sixty (60) days after the effective date of the Merger, any stockholder who has demanded an appraisal, but who has not commenced an appraisal proceeding or joined that proceeding as a named party, has the right to withdraw the demand and to accept the Merger Consideration, specified by the Merger Agreement for his, her or its Shares. Any attempt to withdraw made more than sixty (60) days after the effective date of the Merger will require the written approval of the Surviving Company and no appraisal proceeding before the Delaware Court of Chancery as to any stockholder will be dismissed without the approval of the Delaware Court of Chancery. Such approval may be conditioned upon any terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger within sixty (60) days after the effective date of the Merger. If the Surviving Company does not approve a stockholder’s request to withdraw a demand for appraisal when the approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder would be entitled to receive only the appraised value determined in any such appraisal proceeding. This value could be higher or lower than, or the same as, the value of the Merger Consideration.

Written Demand by the Stockholder

All written demands for appraisal should be addressed to Apollo Endosurgery, Inc., 1120 S. Capital of Texas Highway Building 1, Suite #300, Austin, Texas 78746. Attention: Secretary. The demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder’s name appears on the stockholder’s Shares (whether in book entry or on physical certificates). If the Shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be made in that capacity, and if the Shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be made by or for all owners of record. An authorized agent, including one or more joint owners, may execute the demand for appraisal for a stockholder of record, but such agent must identify the record owner or owners and expressly disclose in such demand that the agent is acting as agent for the record owner or owners of such Shares.

A beneficial owner of Shares held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the stockholder of record. If Shares are held through a broker, bank or other nominee who in turn holds the Shares through a central securities depository nominee, a demand for appraisal of such Shares must be made by or on behalf of the depository nominee, and must identify the depository nominee as the stockholder of record. Any beneficial owner who wishes to exercise appraisal rights and holds Shares through a nominee holder is responsible for ensuring that the demand for appraisal is timely made by the stockholder of record. The beneficial holder of the Shares should instruct the nominee holder that the demand for appraisal should be made by the stockholder of record of the Shares, which may be a central securities depository nominee if the Shares have been so deposited.

A record stockholder, such as a broker, bank, fiduciary, depository or other nominee, who holds Shares as a nominee for several beneficial owners may exercise appraisal rights with respect to the Shares held for one or more beneficial owners while not exercising such rights with respect to the Shares held for other beneficial owners. In such case, the written demand for appraisal must set forth the number of Shares covered by such demand. Unless a demand for appraisal specifies a number of Shares, such demand will be presumed to cover all Shares held in the name of such stockholder.

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Filing a Petition for Appraisal

Within 120 days after the effective date of the Merger, the Surviving Company or any stockholder who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the Shares held by all stockholders entitled to appraisal rights who did not vote their Shares in favor of the Merger and properly demanded appraisal of such Shares. If no such petition is filed within that 120-day period, appraisal rights will be lost for all stockholders who had previously demanded appraisal of their Shares. None of Boston Scientific, Merger Sub or Apollo, as the Surviving Company, has any obligation to or has any present intention to file a petition and stockholders should not assume that any of the foregoing parties will file a petition or will initiate any negotiations with respect to the fair value of the Shares.

Accordingly, it is the obligation of the stockholders to initiate all necessary action to perfect their appraisal rights in respect of the Shares within the period prescribed in Section 262 of the DGCL.

Within 120 days after the effective date of the Merger, any stockholder who has complied with Section 262 of the DGCL and the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Company a statement setting forth the aggregate number of Shares not voted in favor of the adoption of the Merger Agreement and with respect to which Apollo has received demands for appraisal, and the aggregate number of stockholders of such Shares. Such statement must be mailed within ten (10) days after a written request therefor has been received by the Surviving Company or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing requirement that a demand for appraisal must be made by or on behalf of the record owner of the Shares, a person who is the beneficial owner of Shares held either in a voting trust or by a nominee on behalf of such person, and as to which demand has been properly made and not effectively withdrawn, may, in such person’s own name, file a petition for appraisal or request from the Surviving Company the statement described in this paragraph.

If a petition for appraisal is duly filed by any stockholder and a copy of the petition is delivered to the Surviving Company, the Surviving Company will then be obligated within twenty (20) days after receiving service of a copy of the petition to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all stockholders who have demanded an appraisal for their Shares (the “Dissenting Stockholders”) and with whom agreements as to the value of their Shares has not been reached. Upon the filing of a petition by a Dissenting Stockholder, the Delaware Court of Chancery may order a hearing and that notice of the time and place fixed for the hearing on the petition will be mailed to the Surviving Company and all the Dissenting Stockholders shown on the Verified List. Notice will also be published at least one (1) week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Delaware Court of Chancery. The costs relating to these notices will be borne by the Surviving Company.

If a hearing on the petition is held, the Delaware Court of Chancery is empowered to determine which Dissenting Stockholders have complied with the provisions of Section 262 of the DGCL and are entitled to an appraisal of their Shares. The Delaware Court of Chancery may require that Dissenting Stockholders submit their stock certificates, if any, to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings. The Delaware Court of Chancery is empowered to dismiss the proceedings as to any Dissenting Stockholder who does not comply with such requirement. Accordingly, Dissenting Stockholders are cautioned to retain their stock certificates after the Effective Time and thereafter comply with all orders of the Delaware Court of Chancery in respect of such certificates. In addition, assuming the Shares remain listed on a national securities exchange immediately before the Effective Time, which we expect to be the case, the Delaware Court of Chancery is required to dismiss the appraisal proceedings as to all Dissenting Stockholders unless (i) the total number of Shares entitled to appraisal exceeds one percent (1%) of the outstanding Shares eligible for appraisal or (ii) the value of the consideration provided in the Merger for such total number of Shares exceeds $1 million.

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Determination of Fair Value

After the Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery will determine the fair value of the Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. However, at any time before the entry of judgment in the proceedings, the Surviving Company may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid by the Surviving Company and the fair value of the Shares as determined by the Delaware Court of Chancery, and (ii) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Delaware Court of Chancery must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to fair value under Section 262 of the DGCL. You should be aware that the fair value of your Shares as determined under Section 262 of the DGCL could be more than, the same as, or less than the merger consideration that you would otherwise be entitled to receive under the terms of the Merger Agreement.

Upon application by the Surviving Company or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the Verified List and who has submitted such stockholder’s stock certificates, if any, to the Delaware Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights. When the fair value of the Shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the stockholders entitled thereto, forthwith in the case of holders of uncertificated stock or upon surrender to the corporation of the certificates representing such Shares in the case of certificated stock. The Delaware Court of Chancery’s decree may be enforced as other decrees in the Delaware Court of Chancery may be enforced. The Delaware Court of Chancery may also (i) determine the costs of the proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and tax such costs upon the parties as the Delaware Court of Chancery deems equitable and (ii) upon application of a stockholder, order all or a portion of the expenses incurred by any Dissenting Stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and fees and expenses of experts, to be charged pro rata against the value of all the Shares entitled to appraisal. In

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the absence of such an order, each party bears its own expenses. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.

Stockholders considering whether to seek appraisal should bear in mind that the fair value of their Shares determined under Section 262 of the DGCL could be more than, the same as, or less than the value of the Merger Consideration to be paid in the Merger. Although Apollo believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery. Neither Boston Scientific nor Apollo anticipates offering more than the Merger Consideration to any Dissenting Stockholder, and each of Boston Scientific and Apollo reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the “fair value” of the Shares is less than the Merger Consideration.

The process of exercising appraisal rights requires compliance with technical prerequisites. Stockholders wishing to exercise their appraisal rights should consult with their own legal counsel in connection with compliance with Section 262 of the DGCL.

Any stockholder who has duly demanded and perfected appraisal rights in compliance with Section 262 of the DGCL will not, after the effective date of the Merger, be entitled to vote his, her or its Shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to stockholders as of a date prior to the Effective Time.

If any stockholder who demands appraisal of Shares under Section 262 of the DGCL fails to perfect, successfully withdraws or loses such stockholder’s right to appraisal, such stockholder’s Shares will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose, the stockholder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger. Inasmuch as Apollo has no obligation to file such a petition and has no present intention to do so, any stockholder who desires such a petition is advised to file it on a timely basis. In addition, a stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL and accept the Merger Consideration by delivering to Apollo a written withdrawal of such stockholder’s demand for appraisal and acceptance of the terms of the Merger either within sixty (60) days after the effective date of the Merger or thereafter with the written approval of Apollo. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that the limitation set forth in this sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration within sixty (60) days after the effective date of the Merger.

STOCKHOLDERS WHO VOTE SHARES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

The foregoing summary of the rights of the stockholders to seek appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by the stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict adherence to the applicable provisions of the DGCL. A copy of the version of Section 262 of the DGCL applicable to the Merger Agreement is included as Annex C to this proxy statement.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

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Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below). This summary is general in nature and does not purport to be a complete analysis of all potential tax effects of the Merger. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department regulations promulgated under the Code (the “Treasury Regulations”), published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to stockholders who hold their Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the U.S. federal income tax consequences that may be relevant to stockholders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to stockholders who may be subject to special treatment under U.S. federal income tax laws, such as:

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If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of Shares, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding Shares and partners therein should consult their tax advisors regarding the consequences of the Merger.

In addition, this summary does not address (i) the tax consequences associated with the Merger under any U.S. federal non-income tax laws, including estate, gift and other tax laws, (ii) the tax considerations associated with the Merger under any state, local or non-U.S. tax laws, (iii) the impact of the alternative minimum tax, the Medicare contribution tax on net investment income, or the special tax accounting rules under Section 451(b) of the Code, (iv) the tax considerations associated with transactions effectuated before or subsequent to or concurrently with the Merger (whether or not any such transactions are consummated in connection with the Merger), including without limitation any transaction in which Shares are acquired, or (v) the tax consequences for holders of options, warrants or similar rights to acquire Shares.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

IN VIEW OF THE FOREGOING AND BECAUSE THE FOLLOWING DISCUSSION IS INTENDED AS A GENERAL SUMMARY FOR INFORMATIONAL PURPOSES ONLY, WE URGE STOCKHOLDERS TO CONSULT THEIR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO THEM IN CONNECTION WITH THE MERGER IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS, INCLUDING THE IMPACT OF ANY RECENT CHANGES IN U.S. TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Shares that is for U.S. federal income tax purposes:

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of common stock that is not a U.S. Holder nor an entity classified as a partnership for U.S. federal income tax purposes.

U.S. Holders

The receipt of cash by a U.S. Holder in exchange for Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the

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difference, if any, between the amount of cash received by such U.S. Holder and the U.S. Holder’s adjusted tax basis in the Shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of Shares (that is, Shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the Shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such Shares is more than one year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers, including individuals, are currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

Subject to the discussions below regarding backup withholding and FATCA (as defined below), any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of twenty-four percent (24%)) may apply to the proceeds received by a stockholder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that the taxpayer identification number provided is correct and that such stockholder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such stockholder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the stockholder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS. If any amount is withheld under the backup withholding rules, stockholders should consult with their U.S. tax advisors regarding whether and how any refund, credit or other tax benefit might be received or recognized with respect to the amounts so withheld.

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Withholding on Foreign Entities

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly known as “FATCA”), impose a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. FATCA withholding currently applies to payments of dividends. The Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of thirty percent (30%) applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed regulations, the Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Stockholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of common stock pursuant to the Merger.

Regulatory Approvals Required for the Merger

The Merger is subject to the provisions of the HSR Act and cannot be completed until each of Apollo and Boston Scientific file a notification and report form with the DOJ and the FTC under the HSR Act and the applicable waiting period has expired or been terminated and any voluntary agreement with the DOJ or FTC not to consummate the Transactions has expired or been terminated. Apollo and Boston Scientific filed notification and report forms under the HSR Act with the DOJ and the FTC on December 20, 2022. Under the HSR Act, certain acquisitions may not be completed until information has been furnished to the DOJ and the FTC, and the applicable HSR Act waiting period requirements have been satisfied. The waiting period under the HSR Act applicable to the Merger is thirty (30) calendar days, unless the waiting period is terminated earlier (provided, however, that the FTC has temporarily suspended granting early termination other than in narrow circumstances that do not apply during the initial thirty (30) day waiting period), extended by a request for additional information and documentary materials (which we refer to as a “Second Request”), or restarted if Boston Scientific voluntarily withdraws and refiles, which commences a new thirty (30) calendar day waiting period. If the DOJ or FTC issues a Second Request, the parties must observe a separate thirty (30)-day waiting period, which would begin to run only after both parties have complied with such Second Request, unless the waiting period is terminated earlier.

Apollo and Boston Scientific will also file pre-merger or post-merger notification filings, forms or submissions with other governmental authorities in connection with the Merger. The completion of the transactions is also subject to consents, approvals, non-disapprovals or other authorizations under certain applicable foreign antitrust or competition laws or foreign investment laws.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. At any time before or after the completion of the Merger, and notwithstanding the termination or

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expiration of the waiting period under the HSR Act, a governmental authority in any state or foreign jurisdiction could take such action under the antitrust laws or foreign investment laws as it deems necessary or desirable in the public interest. Such action may include seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. Private parties may also seek to take legal action under the antitrust laws or foreign investment laws under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions, restrictions, qualifications, requirements or limitations on the completion of the Merger, including the requirement to divest assets, license or hold separate assets or terminate existing relationships and contractual rights, or agree to other remedies, or require changes to the terms of the Merger Agreement, or that a challenge to the Merger on antitrust grounds or other regulatory grounds will not be made, or if such challenge is made, what the result will be. These conditions or changes could result in the conditions to the Merger not being satisfied. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval of the proposal to adopt the Merger Agreement by the stockholders and the completion of the Merger.

Apollo and Boston Scientific have agreed to use reasonable best efforts to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement.

Legal Proceedings

As of the filing of this proxy statement, there were no legal proceedings pending related to the Merger.

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