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

Date of Report (Date of earliest event reported): April 27, 2021
 

Apollo Endosurgery, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-35706
16-1630142
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
 
1120 S. Capital of Texas Highway
Building 1, Suite #300
Austin, Texas 78746
(Address of principal executive offices) (Zip Code)
(512) 279-5100
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par value per share APEN The Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 3, 2021, Apollo Endosurgery, Inc. announced the departure of Bret Schwartzhoff from his position as our Vice President, U.S. Sales and Global Marketing, effective as of May 31, 2021, or the Departure Date.
In connection with Mr. Schwartzhoff’s departure, we and Mr. Schwartzhoff have agreed in principle to terms of a separation agreement. Under the agreement, the parties will agree to customary releases of claims and standard covenants relating to non-competition, non-disparagement and confidentiality. In exchange for Mr. Schwartzhoff’s release and other obligations of the parties under the agreement, and consistent with applicable terms of our existing employment agreement with Mr. Schwartzhoff, we agreed to: (i) pay Mr. Schwartzhoff cash severance equivalent to six months of his current base salary; (ii) pay Mr. Schwartzhoff 25% of his annual target bonus for 2021; (iii) reimburse Mr. Schwartzhoff for continued medical coverage through the six month anniversary of the Departure Date; and (iv) permit Mr. Schwartzhoff to exercise any vested options as of the Departure Date through the earlier to occur of (A) the six month anniversary of the Departure Date; (B) the effective date of a change in control; and (C) the expiration date set forth in the applicable stock option grant notice and stock option agreement. Mr. Schwartzoff will continue to provide transition services to us until the Departure Date, and we have agreed to reimburse Mr. Schwartzoff for certain expenses actually incurred relating to his transition, up to $18,500.
Mr. Schwartzhoff’s stock-based awards will cease vesting as of the Departure Date. Mr. Schwartzhoff’s entitlement to this consideration is subject to his compliance with the terms of the separation agreement.
The foregoing description of the separation agreement does not purport to be complete and is qualified in its entirety by reference to the terms set forth in the separation agreement, which will be filed as an exhibit to our Quarterly Report on Form 10-Q for the three months ended June 30, 2021.
Item 8.01    Other Events.
On May 3, 2021, we issued a press release announcing Mr. Schwartzhoff’s departure and certain other matters, which is attached as Exhibit 99.1 to this report.
Important Additional Information and Where to Find It
We, our directors, and certain of our executive officers may be deemed to be participants in a solicitation of proxies from our stockholders at our 2021 Annual Stockholders’ Meeting in connection with the disclosure of the departure of Mr. Schwartzhoff as our Vice President, U.S. Sales and Global Marketing in this Current Report on Form 8-K and the attached press release. Information regarding our directors and executive officers and their respective interests in us, by security holdings or otherwise, are set forth in our Definitive Proxy Statement for our 2021 Annual Stockholders’ Meeting, which was filed with the Securities and Exchange Commission, or the SEC, and other reports filed by us and ownership forms filed by the directors and executive officers with the SEC. We will also furnish the Definitive Proxy Statement for our 2021 Annual Stockholders’ Meeting to stockholders entitled to vote at the meeting on or around the date of this report. We urge our stockholders to carefully read the Definitive Proxy Statement for our 2021 Annual Stockholders’ Meeting, and any other relevant documents filed by us with the SEC, when available because they will contain important information. Stockholders may obtain free copies of the materials referenced above at www.sec.gov or www.apolloendo.com.
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description of Document
99.1



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
APOLLO ENDOSURGERY, INC.
Dated: May 3, 2021
By:
/s/ Charles McKhann
Name:
Charles McKhann
Title: Chief Executive Officer and President



Exhibit 99.1

APOLLO ENDOSURGERY ANNOUNCES APPOINTMENTS TO COMMERCIAL LEADERSHIP TEAM
KIRK ELLIS TO SERVE AS VICE PRESIDENT OF US SALES
STEVE BOSROCK TO SERVE AS VICE PRESIDENT OF MARKETING & MEDICAL EDUCATION

AUSTIN, Texas (May 3, 2021) - Apollo Endosurgery, Inc. (“Apollo” or the ”Company” (Nasdaq: APEN), a global leader in minimally invasive medical devices for gastrointestinal and bariatric procedures, today announced the appointments of Kirk Ellis as Vice President of US Sales and Steve Bosrock as Vice President of Marketing & Medical Education. Splitting the Vice President of Marketing and Sales into two roles will enhance Apollo’s commercial acumen as the company pursues attractive growth prospects across three product lines. Both Mr. Ellis and Mr. Bosrock will begin their roles on May 10, 2021.
“‘Apollo is entering an energizing new phase with significant opportunities across all three of our product lines. Expanding our sales and marketing leadership helps build a foundation for sustainable growth,’” said Chas McKhann, President and Chief Executive Officer of Apollo Endosurgery. “Kirk and Steve are seasoned industry leaders with deep expertise in launching innovative products and developing new procedures to improve patient care. Their backgrounds, including extensive experience leading teams in the GI and Bariatric markets, coupled with their strong dedication to patients will be invaluable assets in our ongoing mission to revolutionize the field of therapeutic endoscopy and change the lives of millions of patients around the world. I’m excited to welcome them aboard.”
Mr. Ellis has more than 20 years of sales and market development leadership in the medical device industry. Prior to joining Apollo, Mr. Ellis served as Vice President of Sales at Relievent Medical Systems, where he launched the commercial team and grew the sales team to thirty-five territories in three years, and expertly led the company through COVID, achieving pre-pandemic sales goals with limited resources. From 2013 to 2018, he served as Vice President of Sales at Torax Medical, developers of the LINX Reflux Management System (acquired by Ethicon, a Johnson & Johnson company). Mr. Ellis was also the market development lead at BARRX (acquired by Covidien) working on the Halo Ablation System for the treatment of Barret’s Esophagus. Earlier in his career, Mr. Ellis served as a Platoon Sergeant in United States Marine Corps. He holds a Bachelor of Science from Northeastern University.
Mr. Bosrock brings more than 20 years of marketing leadership to Apollo with a proven track record of success building robust commercial infrastructure and launching novel, disruptive products. Most recently, Mr. Bosrock served as Senior Vice President of Marketing at Metavention, a developer of transcatheter solutions for metabolic conditions, where he led market development. Mr. Bosrock also served as Vice President of Marketing at Torax Medical, leading marketing, KOL development and field-based physician referral activities, while working closely with leaders at the American Society of Gastrointestinal Endoscopy (ASGE) and other prominent physician societies. Prior to Torax Medical, Mr. Bosrock led global marketing at Synovis Life Sciences (acquired by Baxter), where he was involved with developing the company’s bariatric surgery product line and represented the company on the American Society of Bariatric Surgery (ASMBS) corporate council. He holds a BA from Boston College and an MBA from the University of Michigan.
“I would also like to take this opportunity to thank Bret Schwartzhoff for his many meaningful contributions to Apollo Endosurgery since joining in 2014,” said Mr. McKhann. “As head of Apollo’s U.S. sales and marketing efforts over the past six years, Bret’s dedication and work has helped stabilize the company and set the stage for Apollo’s next chapter. We wish him well in his future endeavors.”
About Apollo Endosurgery, Inc.
Apollo Endosurgery, Inc. is a medical technology company focused on development of next-generation, less invasive devices to advance therapeutic endoscopy designed to treat a variety of gastrointestinal conditions including closure of gastrointestinal defects, managing gastrointestinal complications and the treatment of obesity. Apollo’s device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo’s products are offered in over 75 countries today and include the X-Tack™ Endoscopic HeliX Tacking System, the OverStitch™ Endoscopic Suturing System, the OverStitch Sx™ Endoscopic Suturing System, and the ORBERA® Intragastric Balloon.
Apollo’s common stock is traded on NASDAQ Global Market under the symbol “APEN”. For more information regarding Apollo Endosurgery, go to: www.apolloendo.com.


Cautionary Note on Forward-Looking Statements
Certain statements in this press release are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. In addition, there is uncertainty about the continued spread of the COVID-19 virus and the impact it may have on the Company's operations, the demand for the Company's products, the Company's liquidity position, global supply chains and economic activity in general. Important factors that could cause actual results to differ materially include: reports of adverse events related to our products, outcomes of clinical studies, developments in medical technology, regulatory approvals and extensive regulatory oversight by the FDA or other regulatory bodies, unfavorable media coverage related to our products or related procedures, coverage and reimbursement decisions by private or government payors, physician adoption and recommendations of procedures utilizing our products as well as other factors detailed in Apollo’s periodic reports filed with the Securities and Exchange Commission, or SEC, including its Form 10-K for the year ended December 31, 2020. Copies of reports filed with the SEC are posted on Apollo’s website and are available from Apollo without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, Apollo disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
Contacts
Apollo Endosurgery, Inc.
Stefanie Cavanaugh, 512-279-5100
investor-relations@apolloendo.com
Darrow Associates Investor Relations
Matt Kreps, 214-597-8200
mkreps@darrowir.com