PROSPECTUS SUMMARY

         This summary highlights selected information from this proxy statement/prospectus/information statement and may not contain all of the information that is important to you. To better understand the merger, the proposals being considered at the Lpath special meeting and the Apollo stockholder actions that are the subject of the written consent, you should read this entire proxy statement/prospectus/information statement carefully, including the Merger Agreement attached as Annex A, the opinion of Torreya Partners LLC attached as Annex B and the other annexes to which you are referred herein. For more information, please see the section titled "Where You Can Find More Information" in this proxy statement/prospectus/information statement.

The Companies

Lpath, Inc.

        Lpath, Inc. ("Lpath") is a biotechnology company focused on the discovery and development of lipidomic-based therapeutic antibodies, an emerging field of medical science that targets bioactive signaling lipids to treat a wide range of human diseases. Lpath has developed three drug candidates, advancing each of them into clinical trials. On May 20, 2015, Lpath announced that its lead drug candidate, iSONEP, did not meet its primary or key secondary endpoints in a multicenter, 160 patient, Phase 2 clinical trial for Wet Age-Related Macular Degeneration. Previously during the first quarter of fiscal 2015, Lpath had announced that its Phase 2a clinical trial for ASONEP did not meet the primary endpoint of statistically significant progression-free survival in patients with advanced renal cell carcinoma. Based on the results of the iSONEP and ASONEP clinical trials, the Lpath board of directors commenced a process of evaluating Lpath's strategic alternatives to maximize stockholder value.

        As of June 30, 2016, Lpath had cash and cash equivalents totaling $4.7 million. Lpath has incurred significant net losses since its inception. To conserve Lpath's cash resources, Lpath has reduced its headcount and eliminated its product development activities. As a result of these actions, Lpath believes that its current resources should be sufficient to fund its operations through November 2016.

        The principal headquarters of Lpath is located at 4025 Sorrento Valley Blvd. San Diego, California 92121. The telephone number for Lpath is (858) 678-0800.

Apollo Endosurgery, Inc.

        Apollo Endosurgery, Inc. ("Apollo") is a medical technology company primarily focused on the design, development and commercialization of less invasive medical devices that can be used for the treatment of obesity and gastrointestinal disorders. Apollo is one of the market share leaders in less invasive devices that treat obesity. Apollo's products are used by general surgeons, bariatric surgeons and gastroenterologists in a variety of settings to provide interventional therapy to patients who suffer from obesity and the many co-morbidities associated with obesity.

        Apollo believes that obesity is a chronic disease and that the optimal clinical outcome for a substantial portion of patients suffering from obesity will require interventional treatments combined with ongoing, long-term physician care. As a result, Apollo's product portfolio consists of surgical and non-surgical interventional devices that fill the gap between low efficacy pharmacological treatments for obesity and highly-invasive, anatomy-altering bariatric stapling procedures. Apollo's strategic focus and the majority of Apollo's future revenue growth is expected to come from the Endo-bariatric product portfolio, which consists of Orbera and OverStitch systems. In the past two years, the majority of Apollo's product revenues have come from the Surgical product portfolio, which consists of the Lap-Band system and related laparoscopic accessories.

        The principal headquarters of Apollo is located at 1120 S. Capital of Texas Highway, Building 1, Suite #300, Austin, Texas 78746. The telephone number for Apollo is (512) 279-5100.

Lpath Merger Sub, Inc.

        Lpath Merger Sub, Inc. (the "Merger Sub") is a wholly-owned subsidiary of Lpath, and was formed solely for the purposes of carrying out the merger.

The Merger (see page 74)

        If the merger is completed, Merger Sub will merge with and into Apollo, with Apollo surviving as a wholly-owned subsidiary of Lpath.

        Immediately after the merger, subject to adjustments to reflect certain events that could occur prior to consummation of the merger, Apollo stockholders, optionholders and warrantholders will own approximately 95.8% of the fully-diluted common stock of Lpath, with Lpath stockholders, optionholders and warrantholders holding approximately 4.2% of the fully-diluted common stock of Lpath, subject to a reduction of 0.1% in the aggregate to Lpath stockholders, optionholders and warrantholders if Lpath's debt at the closing exceeds its net cash at the closing. Lpath will assume outstanding and unexercised warrants to purchase Apollo capital stock and options to purchase Apollo common stock, and they will be converted into warrants and options, as applicable, to purchase Lpath common stock. These percentages assume that the exchange ratio is not adjusted, as described in "The Merger Agreement—Merger Consideration and Adjustment" below.

        For a more complete description of the merger exchange ratio please see the section titled "The Merger Agreement" in this proxy statement/prospectus/information statement.

        The consummation of the merger will occur no later than the second business day after the last of the conditions to the merger has been satisfied or waived, or at another time as Lpath and Apollo agree. Lpath and Apollo anticipate that the consummation of the merger will occur after the Lpath special meeting. However, because the merger is subject to a number of conditions, neither Lpath nor Apollo can predict exactly when the closing will occur or if it will occur at all. After consummation of the merger, assuming that Lpath receives the required stockholder approval of Lpath Proposal No. 3, Lpath will be renamed "Apollo Endosurgery, Inc."

Reasons for the Merger (see page 102)

        Following the merger, the combined organization will focus on the development and global distribution of less invasive products used in the treatment of obesity and other gastrointestinal disorders. Lpath and Apollo believe that the combined organization will have the following potential advantages:

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Approved or Cleared Products.   Apollo's approved products include the Orbera Intragastric Balloon System, a non-surgical alternative for the treatment of overweight and obese adults delivered endoscopically; and, the Lap-Band System which is designed to provide minimally invasive long-term treatment of severe obesity and is an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. Apollo's cleared products include the OverStitch endoscopic suturing system which enables advanced endoscopic procedures by allowing physicians to place full-thickness sutures and secure the approximation of tissue through an Olympus dual-channel flexible endoscope.



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Markets.   Apollo maintains a direct selling organization in 14 countries around the world, including the United States, the larger markets in Europe, Canada, Brazil and Australia. Apollo's products are approved for sale in over 80 countries and are sold through its direct selling organization as well as through third party distributors.

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Management Team.   The combined organization will be led by the experienced senior management from Apollo and experienced directors from the board of directors of Apollo.

        Each of the board of directors of Lpath and Apollo also considered other reasons for the merger, as described herein. For example, the board of directors of Lpath considered, among other things:

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the strategic alternatives of Lpath to the merger, including the discussions that Lpath management and the Lpath board of directors previously conducted with other potential merger partners;



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the risk associated with, and uncertain value and costs to stockholders of, liquidating Lpath;



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the risks of continuing to operate Lpath on a stand-alone basis, including the need to rebuild infrastructure and management to continue its operations; and



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the opportunity as a result of the merger for Lpath stockholders to participate in the value of the Apollo product portfolio.

        In addition, the board of directors of Apollo approved the merger based on a number of factors, including the following:

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the potential increased access to sources of capital than it could otherwise obtain if it continued to operate as a privately held company;



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the potential to provide its current stockholders with greater liquidity by owning stock in a public company;



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the board's belief that no alternatives to the merger were reasonably likely to create greater value for Apollo's stockholders after reviewing the various strategic options to enhance stockholder value that were considered by Apollo's board;



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the cash resources of the combined organization expected to be available at the consummation of the merger; and



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the expectation that the merger will be treated as a reorganization for U.S. federal income tax purposes, with the result that the Apollo stockholders will not recognize taxable gain or loss for U.S. federal income tax purposes upon the exchange of Apollo common stock for Lpath common stock pursuant to the merger.

Opinion of the Lpath Financial Advisor (see page 107)

        Torreya Partners LLC ("Torreya"), the financial advisor of Lpath, delivered to the board of directors of Lpath a written opinion dated September 7, 2016, addressed to the board of directors of Lpath, to the effect that, as of the date of the opinion and based on and subject to various assumptions, qualifications and limitations described in the opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to Lpath. The full text of this written opinion to the Lpath board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement/prospectus/information statement and is incorporated by reference in its entirety into this proxy statement. Holders of Lpath common stock are encouraged to read the opinion carefully in its entirety. The Torreya opinion was provided to the board of directors of Lpath in connection with its evaluation of the consideration provided for in the merger. It does not address any other aspect of the proposed merger or any alternative to the merger and does not constitute a recommendation as to how any stockholders of Lpath should vote or act in connection with the merger or otherwise.

Overview of the Merger Agreement

Merger Consideration (see page 134)

        Immediately following the closing of the financing contemplated by the Securities Purchase Agreement, dated as of September 8, 2016, by and among Apollo and certain of its securityholders (the "Securities Purchase Agreement"), each share of Apollo preferred stock outstanding at such time will be converted into shares of Apollo common stock at a ratio determined in accordance with the certificate of incorporation of Apollo then in effect. In addition, the financing contemplated by the Securities Purchase Agreement, unsecured subordinated convertible promissory notes of Apollo in the aggregate principal amount of $22.2 million and all interest accrued thereon, will be converted into shares of Apollo common stock pursuant to the terms of the Securities Purchase Agreement. At the effective time of the merger:

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each share of Apollo common stock outstanding immediately prior to the effective time of the merger (excluding certain shares to be cancelled pursuant to the Merger Agreement and shares held by stockholders who have exercised and perfected appraisal rights or dissenters' rights as more fully described in "The Merger—Appraisal Rights and Dissenters' Rights" below) will automatically be converted into the right to receive a number of shares of Lpath common stock pursuant to the estimated exchange ratio of 0.314, (which is subject to adjustment to account for the proposed 1:5.5 reverse stock split). The estimated exchange ratio calculation contained herein is based upon Lpath's capitalization immediately prior to the date of this proxy statement/prospectus/information statement, and will be adjusted to account for the issuance of any additional shares of Lpath common stock prior to the consummation of the merger;



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each option to purchase shares of Apollo common stock outstanding and unexercised immediately prior to the effective time of the merger will be assumed by Lpath and will become an option to purchase shares of Lpath common stock, with the number of shares and exercise price being adjusted by the exchange ratio (which is subject to adjustment to account for the proposed 1:5.5 reverse stock split); and



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each warrant to purchase shares of Apollo preferred stock or common stock outstanding and not terminated or exercised immediately prior to the effective time of the merger will be assumed by Lpath and will become a warrant to purchase shares of Lpath common stock, with the number of shares and exercise price being adjusted by the exchange ratio (which is subject to adjustment to account for the proposed 1:5.5 reverse stock split).

        The exchange ratio provided herein is an estimate based upon Lpath's capitalization numbers immediately prior to the date of this proxy statement/prospectus/information statement. The final exchange ratio will be adjusted to account for the issuance of additional shares of Lpath common stock prior to the consummation of the merger. The final exchange ratio calculation is the quotient determined by dividing the Surviving Corporation Allocation Shares (as defined below) by the total number of shares of Apollo common stock outstanding immediately prior to the consummation of the merger as expressed on a fully-diluted and as-converted to common stock basis.

        The "Surviving Corporation Allocation Shares" is the number determined by first dividing the total number of shares of Lpath common stock outstanding immediately prior to the consummation of the merger as expressed on a fully-diluted and as-converted to common stock basis (but excluding stock options and warrants of Lpath having an exercise price of greater than $3.92) (the "Lpath Outstanding Shares") by 4.2% (subject to a reduction of 0.1% if Lpath's debt at the closing exceeds its net cash at the closing) and then subtracting the Lpath Outstanding Shares.

        Immediately after the consummation of the merger, based on the exchange ratio, Apollo stockholders, warrantholders and optionholders will own approximately 95.8% of the fully-diluted common stock of Lpath with Lpath stockholders, optionholders and warrantholders holding

approximately 4.2% of the fully-diluted common stock of Lpath, subject to a reduction of 0.1% in the aggregate to Lpath stockholders, optionholders and warrantholders if Lpath's debt at the closing exceeds its net cash at the closing.

        The Merger Agreement does not include a price-based termination right, and there will be no adjustment to the total number of shares of Lpath common stock that Apollo stockholders will be entitled to receive for changes in the market price of Lpath common stock. Accordingly, the market value of the shares of Lpath common stock issued pursuant to the merger will depend on the market value of the shares of Lpath common stock at the time the merger closes, and could vary significantly from the market value on the date of this proxy statement/prospectus/information statement.

Treatment of Apollo Stock Options and Warrants (see page 136)

        At the effective time of the merger, each option to purchase Apollo common stock that is outstanding and unexercised immediately prior to the effective time of the merger under the Apollo Endosurgery, Inc. 2006 Stock Option Plan and the Apollo 2016 Equity Incentive Plan, whether or not vested, will be converted into an option to purchase Lpath common stock. Lpath will assume the Apollo 2006 Stock Option Plan and the Apollo 2016 Equity Incentive Plan. All rights with respect to Apollo common stock under Apollo options assumed by Lpath will be converted into rights with respect to Lpath common stock. Accordingly, from and after the effective time of the merger, each Apollo stock option assumed by Lpath may be exercised for such number of shares of Lpath common stock as is determined by multiplying the number of shares of Apollo common stock subject to the option by the exchange ratio (which is subject to adjustments to account for the effect of the proposed 1:5.5 reverse stock split prior to the consummation of the merger) and rounding that result down to the nearest whole number of shares of Lpath common stock. The per share exercise price of the converted option will be determined by dividing the existing exercise price of the option by the exchange ratio (which is subject to adjustments to account for the effect of the proposed 1:5.5 reverse stock split prior to the consummation of the merger) and rounding that result up to the nearest whole cent. Any restrictions on the exercise of any Apollo option assumed by Lpath will continue following the conversion and the term, exercisability, vesting schedules and other provisions of assumed Apollo options will generally remain unchanged; provided, that any Apollo options assumed by Lpath may be subject to adjustment to reflect changes in Lpath capitalization after the effective time of the merger and that the Lpath board of directors will succeed to the authority of the Apollo board of directors with respect to each assumed Apollo option.

        Apollo has issued warrants to purchase shares of its common stock, Series A Preferred Stock and Series C Preferred Stock. Each outstanding warrant to purchase shares of Apollo capital stock not terminated or exercised at or prior to the effective time of the merger will be assumed by Lpath at the effective time of the merger in accordance with its terms and will become a warrant to purchase shares of Lpath common stock. The number of shares of Lpath common stock subject to each assumed warrant will be determined by multiplying the number of shares of Apollo common stock issuable upon exercise of such warrant prior to the effective time of the merger by the exchange ratio (which is subject to adjustments to account for the effect of the proposed 1:5.5 reverse stock split prior to the consummation of the merger) and rounding that result down to the nearest whole number of shares of Lpath common stock. The per share exercise price for the Lpath common stock issuable upon exercise of each of the assumed warrants will be determined by dividing the per share exercise price of the Apollo capital stock subject to each warrant as in effect immediately prior to the effective time of the merger by the exchange ratio (which is subject to adjustments to account for the effect of the proposed 1:5.5 reverse stock split prior to the consummation of the merger) and rounding that result up to the nearest whole cent.

Conditions to the Completion of the Merger (see page 138)

        To consummate the merger, Lpath stockholders must adopt and approve the Merger Agreement and approve the merger and the issuance of shares of Lpath common stock in the merger, the amended and restated certificate of incorporation of Lpath effecting the proposed 1:5.5 reverse stock split and an amendment to the amended and restated certificate of incorporation effecting a change of the Lpath name to "Apollo Endosurgery, Inc." Additionally, the Apollo stockholders must adopt the Merger Agreement thereby approving the merger. In addition to obtaining such stockholder approvals and appropriate regulatory approvals, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.

No Solicitation (see page 142)

        Each of Lpath and Apollo agreed that, subject to limited exceptions, Lpath and Apollo and any of their respective subsidiaries will not, and each party will use its reasonable best efforts to cause each of its officers, directors, employees, investment bankers, attorneys, accountants, representatives, consultants or other agents retained by it or any of its subsidiaries not to, directly or indirectly:

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solicit, initiate, knowingly encourage, induce or knowingly facilitate the communication, making, submission or announcement of, any "acquisition proposal" or "acquisition inquiry," each as defined in the Merger Agreement, or take any action that could reasonably be expected to lead to an acquisition proposal or an acquisition inquiry;



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furnish any information with respect to it to any person in connection with or in response to an acquisition proposal or acquisition inquiry;



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engage in discussions or negotiations with any person with respect to any acquisition proposal or acquisition inquiry;



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approve, endorse or recommend an acquisition proposal;



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execute or enter into any letter of intent or similar document or any contract contemplating or otherwise relating to an "acquisition transaction," as defined in the Merger Agreement; or



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grant any waiver or release under any confidentiality, standstill or similar agreement, other than to either Lpath or Apollo.

Termination of the Merger Agreement (see page 147)

        Either Lpath or Apollo can terminate the Merger Agreement under certain circumstances, which would prevent the merger from being consummated.

Termination Fee (see page 149)

        If the Merger Agreement is terminated under certain circumstances, Lpath or Apollo will be required to pay the other party a termination fee equal to the greater of $390,000 and the third-party expenses incurred by the other party and, in some circumstances, reimburse the other party for expenses incurred in connection with the merger, up to a maximum of $250,000.

Securities Purchase Agreement (see page 152)

        On September 8, 2016, prior to the execution of the Merger Agreement, Apollo entered into the Securities Purchase Agreement with certain holders of 5% of the capital stock of Apollo and entities affiliated with certain directors of Apollo (the "Purchasers") pursuant to which Apollo agreed to sell, and the Purchasers agreed to purchase, shares of Apollo common stock at a purchase price of $1.6361 for an aggregate purchase price of approximately $29.0 million. In addition, affiliates of certain Apollo

directors and certain executive officers of Apollo will convert their unsecured subordinated convertible promissory notes into shares of common stock of Apollo pursuant to the Securities Purchase Agreement. The merger is conditioned upon the closing of the financing contemplated by the Securities Purchase Agreement.

        The consummation of the financing contemplated by the Securities Purchase Agreement is subject to certain conditions, including the satisfaction or waiver of each of the conditions to the consummation of the merger set forth in the Merger Agreement and the parties to the Merger Agreement being ready, willing and able to consummate the merger immediately after the closing of the financing in form and substance satisfactory to the Purchasers, the U.S. Securities and Exchange Commission, or SEC, having declared effective the registration statement of which this proxy statement/prospectus/information statement is a part and no stop order suspending the effectiveness of the registration statement of which this proxy statement/prospectus/information statement is a part having been issued and remain pending, and the adoption of the Merger Agreement and the approval of the merger by Apollo's stockholders.

Support Agreements and Written Consent (see page 153)

        Certain Apollo stockholders are each party to a support agreement with Lpath pursuant to which, among other things, each of these stockholders agreed, solely in its capacity as a stockholder, to vote all of its shares of Apollo capital stock in favor of the adoption of the Merger Agreement, in favor of any proposal to adjourn or postpone the meeting if there are not sufficient votes for the adoption of the Merger Agreement and approval of related transactions on the date on which such meeting is held and the approval of any other matter necessary to consummate the transactions contemplated by the Merger Agreement that are considered and voted upon by Apollo's stockholders, and against any "acquisition proposal," as defined in the Merger Agreement. The parties to the support agreements with Lpath are:

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Stefanie Cavanaugh



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Entities affiliated with CPMG, Inc.



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Charles Dean



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GC&H Investments and GC&H Investments LLC



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H.I.G. Ventures—Endosurgery, LLC



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Dennis McWilliams



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Meelia Ventures, LLC



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Todd Newton



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Novo A/S



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Entities affiliated with PTV Healthcare Capital



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Remeditex Ventures LLC

        The stockholders of Apollo that are party to a support agreement with Lpath owned an aggregate of 500,000 shares of Apollo common stock and 89,598,336 shares of Apollo preferred stock, representing approximately 91.5% of the outstanding shares of Apollo capital stock on an as-converted to common stock basis, in each case as of August 31, 2016. These stockholders include only executive officers and directors of Apollo, entities affiliated with those executive officers and directors and entities owning more than 5% of Apollo's outstanding stock. Following the effectiveness of the registration statement of which this proxy statement/prospectus/information statement is a part,

stockholders of Apollo holding a sufficient number of shares to adopt the Merger Agreement and approve the merger will execute written consents providing for such adoption and approval.

        Certain Lpath stockholders are each party to a support agreement with Apollo pursuant to which, among other things, each of these stockholders agreed, solely in its capacity as a stockholder, to vote all of its shares of Lpath common stock in favor of the merger, the issuance of Lpath common stock in the merger pursuant to the Merger Agreement, the adoption of the Merger Agreement if submitted for adoption, the approval of any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the issuance of Lpath common stock in the merger pursuant to the Merger Agreement on the date on which such meeting is held, the proposed 1:5.5 reverse stock split and any other matter necessary to consummate the transactions contemplated by the Merger Agreement that are considered and voted upon by Lpath's stockholders, and against any "acquisition proposal," as defined in the Merger Agreement.

        The stockholders of Lpath that are party to a support agreement with Apollo owned an aggregate of 62,223 shares of Lpath common stock, representing approximately 2.6% of the outstanding Lpath common stock as of August 31, 2016. These stockholders include certain officers and directors of Lpath. The parties to the support agreements with Apollo are: Gary Atkinson, Gary Woodnutt, Leigh Hsu, Jeffrey Ferrell, Daniel Kisner, Charles Matthews (Matthews Family Trust), Daniel Petree and Donald Swortwood.

Management Following the Merger (see page 222)

        Effective as of the consummation of the merger, Lpath's officers are expected to be:

Name		Position(s)
Todd Newton		Chief Executive Officer and Director
Dennis L. McWilliams		President and Chief Commercial Officer
Stefanie Cavanaugh		Chief Financial Officer, Treasurer and Secretary
Bret Schwartzhoff		Vice President, U.S. Sales and Marketing
Charles Tribié		Executive Vice President of Operations

Interests of the Lpath Directors and Executive Officers in the Merger (see page 115)

        In considering the recommendation of the Lpath board of directors with respect to issuing shares of Lpath common stock pursuant to the Merger Agreement and the other matters to be acted upon by Lpath stockholders at the Lpath special meeting, Lpath stockholders should be aware that certain members of the Lpath board of directors and executive officers of Lpath have interests in the merger that may be different from, or in addition to, interests they have as Lpath stockholders. For example, in connection with Lpath hiring its executive officers in 2006 and 2013, respectively, Lpath entered into customary employment agreements with its executive officers that provide them with cash severance payments, reimbursement for health coverage costs and the acceleration of their outstanding equity awards by 24 months in the event their employment is terminated without cause following a change of control of Lpath. Lpath recently requested Gary Woodnutt, one of its executive officers, to agree to separate from Lpath in anticipation of the merger in order to reduce Lpath's operating expenses and pursuant to a separation agreement entered into with Dr. Woodnutt, his separation was deemed a "termination without cause" for purposes of his employment agreement and he received a cash severance payment, reimbursement for health coverage costs and accelerated vesting of equity awards. Other than the annual cash bonus payable to Dr. Woodnutt upon consummation of the merger as further discussed below, Dr. Woodnutt is not entitled to any additional compensation. Based on the terms of these employment and separation agreements, Lpath's executive officers are contractually entitled to these severance payments, benefits and accelerated vesting because they will be terminated in connection with the consummation of the merger. In addition, in setting the compensation of Lpath's

executive officers for fiscal 2016 in accordance with Lpath's executive compensation program, the compensation committee of the board of directors of Lpath established the evaluation and consummation of a strategic transaction as the performance goals for the Lpath executive officers under Lpath's short-term incentive plan, and as a result, the executive officers will be entitled to their annual cash bonus upon the consummation of the merger, with the final amount of such payments subject to the discretion of the Lpath Compensation Committee. Additionally, certain outstanding equity awards held by Lpath's executive officers have accelerated vesting provisions that provide for the full acceleration of these awards in the event of a change of control of Lpath and certain of Dr. Woodnutt's equity awards accelerated in connection with his separation. Based on the terms of their respective employment and separation agreements, outstanding equity awards and Lpath's short-term incentive program, Lpath's executive officers will be entitled to receive a total value of approximately $1.5 million (collectively, not individually, which includes amounts already paid to Dr. Woodnutt pursuant to his separation agreement) in connection with the consummation of the merger and the associated termination of their employment from Lpath, based on data available as of August 31, 2016.

        With respect to Lpath's directors, in February 2016, each of the non-employee directors on Lpath's board of directors received an annual stock option award for 1,786 shares of common stock at an exercise price of $2.24 per share as part of Lpath's non-employee director compensation program. These stock option awards will vest in full upon the consummation of the merger. Additionally, due to his services in assisting the Lpath board of directors in evaluating Lpath's strategic alternatives, the annual retainer payable to Daniel Petree, the chairman of Lpath's board of directors, was increased by an additional $50,000 over a twelve month period commencing on July 1, 2016, paid in equal quarterly payments and accelerated in full upon a change of control of Lpath. In addition, one of Lpath's directors, Jeffrey Ferrell, has certain business relationships with Athyrium Opportunities II Acquisition LP, Apollo's debt facility lender, and other related Athyrium entities. The Lpath board of directors was aware of these interests and considered them, among other matters, in its decision to approve the Merger Agreement. For more information, please see the section titled "The Merger—Interests of the Lpath Directors and Executive Officers in the Merger" beginning on page 115.

        As of August 31, 2016, all directors and executive officers of Lpath beneficially owned approximately 5.2% of the shares of Lpath common stock. The affirmative vote of the holders of a majority of the shares of Lpath common stock having voting power present in person or represented by proxy at the Lpath special meeting is required for approval of Lpath Proposal Nos. 1, 4 and 5. The affirmative vote of the holders of a majority of shares of Lpath common stock having voting power outstanding on the record date for the Lpath special meeting is required for approval of Lpath Proposal Nos. 2 and 3. Certain Lpath officers and directors have also entered into support agreements in connection with the merger. The support agreements are discussed in greater detail in the section titled "Agreements Related to the Merger—Support Agreements and Written Consent" in this proxy statement/prospectus/information statement.

Interests of the Apollo Directors and Executive Officers in the Merger (see page 119)

        In considering the recommendation of the Apollo board of directors with respect to approving the merger and related transactions by written consent, Apollo stockholders should be aware that certain members of the board of directors and executive officers of Apollo have interests in the merger that may be different from, or in addition to, interests they have as Apollo stockholders. All of Apollo's executive officers and certain of its directors have options, subject to vesting, to purchase shares of Apollo common stock which shall be converted into and become options to purchase shares of Lpath common stock, certain of Apollo's directors and executive officers are expected to become directors and executive officers of Lpath upon the consummation of the merger and all of Apollo's directors and

executive officers are entitled to certain indemnification and liability insurance coverage pursuant to the terms of the Merger Agreement.

        As of August 31, 2016, all directors and executive officers of Apollo, together with their affiliates, owned approximately 91.4% of the shares of Apollo capital stock, on an as-converted to common stock basis. Certain Apollo officers and directors, and their affiliates, have also entered into support agreements in connection with the merger. The support agreements are discussed in greater detail in the section titled "Agreements Related to the Merger—Support Agreements and Written Consent" in this proxy statement/prospectus/information statement.

        In addition, certain of Apollo's executive officers and directors and affiliates of Apollo's directors currently hold shares of Apollo common stock and preferred stock. The shares of Apollo preferred stock will be converted into shares of Apollo common stock prior to the consummation of the merger. Affiliates of certain of Apollo's directors will purchase additional shares of Apollo common stock prior to the consummation of the merger pursuant to the Securities Purchase Agreement. In addition, affiliates of certain Apollo directors and certain executive officers of Apollo will convert their unsecured subordinated convertible promissory notes into shares of Apollo common stock pursuant to the Securities Purchase Agreement.

        The board of directors of Apollo was aware of these interests and considered them, among other matters, in its decision to approve the Merger Agreement. For more information, please see the section titled "The Merger—Interests of the Apollo Directors and Executive Officers in the Merger."

Material United States Federal Income Tax Consequences (see page 126)

        Each of Lpath and Apollo intends the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). It is a condition to Lpath's obligation to complete the merger that Lpath receive a written opinion of its counsel, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. It is a condition to Apollo's obligation to complete the merger that Apollo receive an opinion of its counsel, Cooley LLP, to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. In general and subject to the qualifications and limitations set forth in the section titled "The Merger—Material United States Federal Income Tax Consequences," if the merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, the material tax consequences to U.S. Holders (as defined in the section titled "The Merger—Material United States Federal Income Tax Consequences") of Apollo common stock will be as follows:

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an Apollo stockholder will not recognize gain or loss upon the exchange of Apollo common stock for Lpath common stock pursuant to the merger, except to the extent of cash received in lieu of a fractional share of Lpath common stock as described below;



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an Apollo stockholder who receives cash in lieu of a fractional share of Lpath common stock in the merger will recognize capital gain or loss in an amount equal to the difference between the amount of cash received instead of a fractional share and the stockholder's tax basis allocable to such fractional share;



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an Apollo stockholder's aggregate tax basis for the shares of Lpath common stock received in the merger (including any fractional share interest for which cash is received) will equal the stockholder's aggregate tax basis in the shares of Apollo common stock surrendered in the merger; and



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the holding period of the shares of Lpath common stock received by an Apollo stockholder in the merger will include the holding period of the shares of Apollo common stock surrendered in exchange therefor.

        Tax matters are very complicated, and the tax consequences of the merger to a particular Apollo stockholder will depend on such stockholder's circumstances. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws. For more information, please see the section titled "The Merger—Material United States Federal Income Tax Consequences" beginning on page 126.

Risk Factors (see page 31)

        Both Lpath and Apollo are subject to various risks associated with their businesses and their industries. In addition, the merger, including the possibility that the merger may not be completed, poses a number of risks to each company and its respective stockholders, including the following risks:

•

The exchange ratio is not adjustable based on the market price of Lpath common stock so the merger consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed; however, the estimated exchange ratio calculation contained herein is based upon Lpath's capitalization immediately prior to the date of this proxy statement/prospectus/information statement, and will be adjusted to account for the issuance of any additional shares of Lpath common stock prior to the consummation of the merger;



•

If Lpath's net cash is not greater than or equal to its debt at the consummation of the merger, the ownership percentage of the Lpath stockholders, optionholders and warrantholders in the combined organization immediately following the consummation of the merger will be reduced from 4.2% to 4.1% in the aggregate, and if Lpath's debt exceeds its net cash by more than $250,000 at the consummation of the merger, Lpath will not be in compliance with a condition in the Merger Agreement for Apollo's obligation to complete the merger, and as a result, Apollo may decide not complete the merger;



•

Failure to complete the merger may result in Lpath and Apollo paying a termination fee or expenses to the other and could harm the common stock price of Lpath and future business and operations of each company;



•

The merger may be completed even though material adverse changes may result solely from the announcement of the merger, changes in the industry in which Lpath and Apollo operate that apply to all companies generally and other causes;



•

Some Lpath and Apollo officers and directors have conflicts of interest that may influence them to support or approve the merger without regard to your interests;



•

The market price of the combined organization common stock may decline as a result of the merger;



•

Lpath and Apollo stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger;



•

During the pendency of the merger, Lpath and Apollo may not be able to enter into a business combination with another party under certain circumstances because of restrictions in the Merger Agreement, which could adversely affect their respective businesses;



•

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement;



•

Because the lack of a public market for Apollo shares makes it difficult to evaluate the fairness of the merger, the stockholders of Apollo may receive consideration in the merger that is less

than the fair market value of the Apollo shares and/or Lpath may pay more than the fair market value of the Apollo shares; and

•

If the conditions to the merger are not met, the merger will not occur.

        These risks and other risks are discussed in greater detail under the section titled "Risk Factors" in this proxy statement/prospectus/information statement. Lpath and Apollo both encourage you to read and consider all of these risks carefully.

Regulatory Approvals (see page 126)

        In the United States, Lpath must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Stock Market in connection with the issuance of shares of Lpath common stock and the filing of this proxy statement/prospectus/information statement with the SEC. As of the date hereof, the registration statement of which this proxy statement/prospectus/information statement is a part has not become effective. For more information, please see the section titled "The Merger—Regulatory Approvals."

NASDAQ Stock Market Listing (see page 130)

        Prior to consummation of the merger, Lpath intends to file an initial listing application with The NASDAQ Global Market pursuant to NASDAQ Stock Market LLC "reverse merger" rules. If such application is accepted, Lpath anticipates that Lpath's common stock will be listed on The NASDAQ Global Market following the consummation of the merger under the trading symbol "APEN."

Anticipated Accounting Treatment (see page 130)

        The merger will be treated by Lpath as a reverse merger under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States. For accounting purposes, Apollo is considered to be acquiring Lpath in the merger.

Appraisal Rights and Dissenters' Rights (see page 130)

        Holders of Lpath common stock are not entitled to appraisal rights in connection with the merger. Apollo stockholders are entitled to appraisal rights in connection with the merger under Delaware law. For more information about such rights, see the provisions of Section 262 of the Delaware General Corporation Law (the "DGCL"), attached hereto as Annex C , and the section titled "The Merger—Appraisal Rights and Dissenters' Rights" in this proxy statement/prospectus/information statement.

Comparison of Stockholder Rights (see page 261)

        Both Lpath and Apollo are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will continue to be, governed by the DGCL. If the merger is completed, Apollo stockholders will become stockholders of Lpath, and their rights will be governed by the DGCL, the bylaws of Lpath and, assuming Lpath Proposal No. 2 is approved by Lpath stockholders at the Lpath special meeting, the amended and restated certificate of incorporation of Lpath attached to this proxy statement/prospectus/information statement as Annex D . The rights of Lpath stockholders contained in the amended and restated certificate of incorporation and bylaws of Lpath differ from the rights of Apollo stockholders under the amended and restated certificate of incorporation and bylaws of Apollo, as more fully described under the section titled "Comparison of Rights of Holders of Lpath Stock and Apollo Stock" in this proxy statement/prospectus/information statement.

SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL DATA

         The following tables present summary historical financial data for Lpath and Apollo, summary unaudited pro forma condensed combined financial data for Lpath and Apollo, and comparative historical and unaudited pro forma per share data for Lpath and Apollo.

Selected Consolidated Historical Financial Data of Lpath

        The consolidated financial data as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 are based on the Lpath financial statements prepared using accounting principles generally accepted in the United States, which have been audited by an independent registered public accounting firm and are included in this proxy statement/prospectus/information statement. The selected financial data as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 has been adjusted to reflect Lpath's 1:14 reverse stock split which was effective June 10, 2016. The selected consolidated financial data as of December 31, 2013, 2012 and 2011 and for the years ended December 31, 2012 and 2011 are based on the Lpath consolidated financial statements, which have been audited by an independent registered public accounting firm, adjusted to reflect Lpath's 1:14 reverse stock split which was effective June 10, 2016; however, Lpath's audited financial statements included in this proxy statement/prospectus/information statement have not been adjusted to reflect Lpath's 1:14 reverse stock split which was effective June 10, 2016. The consolidated statement of operations data for the six months ended June 30, 2016 and 2015, as well as the consolidated balance sheet data as of June 30, 2016, are derived from the Lpath unaudited condensed consolidated financial statements included in this proxy statement/prospectus/information statement. The financial data should be read in conjunction with "Lpath Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Lpath condensed consolidated financial statements and related notes appearing elsewhere in this proxy statement/prospectus/information statement. The historical results are not necessarily indicative of results to be expected in any future period.

		Year Ended December 31,															Six Months Ended June 30,
		2015			2014			2013			2012			2011			2016			2015
																	(unaudited)
Consolidated Statements of Operations Data:
Revenue:
Grant and royalty revenue		$	52,020		$	631,840		$	1,484,039		$	989,591		$	1,617,980		$	18,851		$	26,964
Research and development revenue under collaboration agreements			1,547,743			4,448,623			6,502,723			5,698,562			7,768,883			—		$	1,504,558
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Total revenue			1,599,763			5,080,463			7,986,762			6,688,153			9,386,863			18,851			1,531,522
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Operating expenses:
Research and development			8,513,974			18,126,701			11,343,448			8,158,632			9,726,794			1,927,530			5,672,125
General and administrative			3,946,147			4,758,831			4,234,613			4,091,233			3,370,105			2,698,070			2,152,419
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Total operating expenses			12,460,121			22,885,532			15,578,061			12,249,865			13,096,899			4,625,600			7,824,544
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Loss from operations			(10,860,358	)		(17,805,069	)		(7,591,299	)		(5,561,712	)		(3,710,036	)		(4,606,749	)		(6,293,022	)
Other income (expense), net			52			18			26,608			(90,662	)		(4,091	)		—			40
Change in fair value of warrants			850,000			1,250,000			1,000,000			2,900,000			600,000			—			850,000
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Net loss		$	(10,010,306	)	$	(16,555,051	)	$	(6,564,691	)	$	(2,752,374	)	$	(3,114,127	)	$	(4,606,749	)	$	(5,442,982	)
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Basic and diluted net loss per share attributable to common stockholders		$	(5.45	)	$	(14.00	)	$	(6.84	)	$	(3.59	)	$	4.84		$	(1.93	)	$	(3.77	)
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Weighted average common shares outstanding			1,838,203			1,182,547			959,896			766,923			642,589			2,391,698			1,445,346
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