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APOLLO ENDOSURGERY: Enters Into a $25M Equity Financing Agreement

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Apollo Endosurgery, Inc., has entered into definitive agreements for a $25 million equity financing. Concurrently, Apollo entered into an amendment to its Loan and Security Agreement, dated March 2019, with Solar Capital Ltd., to modify certain covenant terms. In addition, Apollo provided a preliminary second quarter business update.

“This equity financing will provide the capital to accelerate our business recovery from the COVID-19 market disruption and fund the future launch of our new X-Tack product in early 2021. It is a testament as well to the support and belief of our current shareholders in the tremendous growth opportunities for our innovative products,” stated Todd Newton, Apollo’s chief executive officer. “In the second quarter, we expect to report revenue of approximately $5.6 million which is better than initially expected when the COVID-19 pandemic began. Following a significant slowdown in April, sales have steadily improved since early May. This positive trend is particularly visible in the United States where our June 2020 endoscopy product sales were close to 90% of our June 2019 product sales level. Recovery trends have been directionally similar in our direct markets outside the United States, though at a slower recovery rate.”

Stefanie Cavanaugh, Apollo’s chief financial officer, said, “The credit agreement amendment that we entered concurrently with the equity financing removes all minimum revenue covenants for the remainder of 2020 and as a result greatly reduces our COVID-19 near-term market risk. We ended the quarter with cash and restricted cash of $19.7 million and in full compliance with our credit agreement as a result of the Company’s previously announced comprehensive plan to preserve liquidity. Our goal was to aggressively manage expenses in order to ensure our second quarter cash use would be consistent with quarters prior to the pandemic. We met this goal, while continuing to advance key long-term growth initiatives such as X-Tack. Looking forward, we will bring expenses back carefully to support Apollo’s recovery while continuing to manage our liquidity.”

Equity Financing and Solar Loan Amendment

On July 17, 2020, Apollo entered into definitive agreements to sell in a private placement shares of the Company’s common stock and pre-funded warrants to purchase shares of the Company’s common stock for gross proceeds of $25 million, before deducting placement agent and escrow agent fees and expenses. This round was funded by existing shareholders and accredited investors, including institutional investors and affiliates of one of the directors of Apollo. Apollo expects to issue the shares and pre-funded warrants on or about July 22, 2020, subject to the satisfaction of customary closing conditions.

Apollo will sell 2,480,000 shares of common stock at a purchase price per share of $1.25 and pre-funded warrants to purchase 17,520,000 shares of common stock at a purchase price per pre-funded warrant of $1.25, less the per share exercise price of $0.001 under the pre-funded warrants. Apollo intends to use the proceeds from the sale of the shares and the pre-funded warrants for working capital and general corporate purposes.

Craig-Hallum Capital Group is acting as the exclusive placement agent in connection with this transaction.

The shares and pre-funded warrants sold in the private placement as well as the shares underlying the pre-funded warrants have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. Apollo has agreed to file a registration statement with the SEC registering the resale of the shares of common stock sold in the private financing and the shares of common stock underlying the pre-funded warrants.

Concurrently with the private placement, Apollo entered into an amendment to its Loan and Security Agreement with Solar Capital Ltd. to waive the trailing six-month Endoscopy revenue requirements for the remainder of 2020 and decrease the minimum liquidity requirement from $20 million to $12.5 million.

Preliminary Second Quarter and Recent Business Update

* Total revenue is expected to be approximately $5.6 million for the three months ended June 30, 2020, a decrease of approximately 60% compared to the three months ended June 30, 2019.

* Cash, restricted cash and cash equivalents at June 30 were $19.7 million.

* Apollo submitted a 510k to the U.S. Food and Drug Administration for the X-Tack Endoscopic HeliX Tacking System designed for closing defects in the lower gastrointestinal tract with additional applications in the upper
gastrointestinal tract.

* The journal Clinical Gastroenterology and Hepatology published the results of a Mayo Clinic study regarding the use of Orbera for the treatment of NASH reporting 65% of patients achieved resolution of NASH and improvement in several additional endpoints.

* Apollo secured approvals or clearances to market one or more of its Endoscopy products in seven countries. The Company’s products will be sold by either new or existing third-party distributors in these markets.

* The Company continued to deliver medical education through virtual platforms, including an international webinar attended by more than 300 participants on the benefits of endolumenal suturing as part of core GI procedures and a webinar attended by almost 500 participants to discuss
endolumenal bariatric suturing applications.

About Apollo Endosurgery

Apollo Endosurgery, Inc. is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to 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 countrie and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon.

Apollo Endosurgery incurred a net loss of $27.43 million in 2019 compared to a net loss of $45.78 million in 2018. As of March 31, 2020, the Company had $66.69 million in total assets, $72.15 million in total liabilities, and a total stockholders’ deficit of $5.45 million.

KPMG LLP, in Austin, Texas, the Company’s auditor since 2014, issued a “going concern” qualification in its report dated March 26, 2020 citing that the Company has suffered recurring losses from operations, cash flow deficits and debt covenant violations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.

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