On December 28, 2022, Apollo Endosurgery, Inc. (the “Company” or “Apollo”) notified the holders of its outstanding 6.0% Convertible Debentures due 2026 (the “Debentures”) that it elected to cause the eligible portion of the aggregate principal amount of the Debentures outstanding to be converted into shares of the Company’s common stock at the fixed conversion price of $3.25 per share and to issue shares of the Company’s common stock to satisfy accrued but unpaid interest on the principal amount to be converted through December 28, 2022 (together, the “Forced Conversion”). The conditions under the Debentures to permit the Forced Conversion were satisfied on December 27, 2022. Pursuant to the terms of the Debentures, the Company expects to issue the shares of the Company’s common stock for the Forced Conversion on or about January 3, 2022. Each share of the Company’s common stock issued in the Forced Conversion will be converted into the right to receive $10 in cash, without interest, at the effective time of the Merger (as defined below) pursuant to, and subject to, the Agreement and Plan of Merger (the “Merger Agreement”, and the transactions contemplated thereby, the “Contemplated Transactions”) by and among the Company, Boston Scientific Corporation, a Delaware corporation (“Parent”), and Textile Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent.As of December 28, 2022, $20,445,500 aggregate principal amount of the Debentures remains outstanding. Certain of the Debentures prohibit any conversions that would result in the applicable holder beneficially owning over a pre-specified percentage of the Company’s common stock outstanding following such conversion. The Company currently expects that approximately 5.6 million shares of the Company’s common stock, representing approximately 88% of outstanding principal amount of the Debentures and including accrued but unpaid interest on such principal amount to be converted, may be issued in the Forced Conversion despite these beneficial ownership limitations. The Company intends to file a subsequent Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) once it has confirmed the final number of shares that may be issued in the Forced Conversion, which the Company expects to occur on or about December 30, 2022.NI MNA