The S4 is bad news for LPTN shareholders ---
This is a joke, its as if its written solely to Apollo... Please correct me if, and where I am wrong...
A reverse split? 80 cent share price ? (separate points)
To the Stockholders of Lpath, Inc. and Apollo Endosurgery, Inc.:
Lpath, Inc. ("Lpath") and Apollo Endosurgery, Inc. ("Apollo") have entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") pursuant to which a wholly-owned subsidiary of Lpath will merge with and into Apollo, with Apollo surviving as a wholly-owned subsidiary of Lpath (the "merger"). Apollo and Lpath believe that the merger will result in a medical device company focused on the development and global distribution of less invasive products used in the treatment of obesity and other gastrointestinal disorders.
Immediately prior to the effective time of the merger, each share of Apollo preferred stock will be converted into shares of Apollo common stock at a ratio determined in accordance with the Apollo certificate of incorporation then in effect. At the effective time of the merger, each share of Apollo common stock will be converted into the right to receive an estimated 0.314 shares of Lpath common stock (the "exchange ratio"), subject to adjustment to account for the effect of a reverse stock split of Lpath common stock, at a ratio of one new share for every five and one half shares outstanding (1:5.5), to be implemented prior to the consummation of the merger as discussed in this proxy statement/prospectus/information statement. 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. 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. Lpath stockholders will continue to own and hold their existing shares of Lpath common stock. Immediately following the consummation of the merger, Apollo stockholders, warrantholders and optionholders will own approximately 95.8% of the fully-diluted common stock of Lpath, with Lpath stockholders, optionholders and warrantholders, whose shares of Lpath stock will remain outstanding after the merger, 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.
Shares of Lpath common stock are currently listed on The NASDAQ Capital Market under the symbol "LPTN." Prior to consummation of the merger, Lpath intends to file an initial listing application with The NASDAQ Global Market pursuant to NASDAQ "reverse merger" rules. After completion of the merger, Lpath will be renamed "Apollo Endosurgery, Inc." and expects to trade on The NASDAQ Global Market under the symbol "APEN." On , 2016, the last trading day before the date of this proxy statement/prospectus/information statement, the closing sale price of Lpath common stock was $ per share.
Lpath is holding a special meeting of stockholders in order to obtain the stockholder approvals necessary to complete the merger and related matters. At the Lpath special meeting, which will be held at a.m., Pacific Time, on , 2016 at , unless postponed or adjourned to a later date, Lpath will ask its stockholders to, among other things, adopt the Merger Agreement thereby approving the merger and the issuance of Lpath common stock, approve amendments to the Lpath amended and restated certificate of incorporation effecting a reverse stock split of Lpath common stock, at a ratio of one new share for every five and one half shares outstanding, which is referred to as the 1:5.5 reverse stock split, and an amendment to the amended and restated certificate of incorporation changing the Lpath corporate name to "Apollo Endosurgery, Inc.", and approve, on a non-binding advisory vote basis, compensation that will or may become payable by Lpath to its named
