8-K

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):  June 8, 2016

LPATH, 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.)

4025 Sorrento Valley Blvd.

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 678-0800

Registrant’s telephone number, including area code

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03Amendments to Articles of Incorporation; Change in Fiscal Year

On June 8, 2016, Lpath, Inc. (the “Company”) filed a certificate of amendment to the Company’s certificate of incorporation with the Delaware Secretary of State to effect a 1:14 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”), effective at 5:00 p.m. Eastern Daylight Time on June 10, 2016 (the “Effective Time”). The Company expects that its common stock will begin trading on the Nasdaq Capital Market on a post-split basis on June 13, 2016.

At the 2016 annual meeting of stockholders of the Company held on June 8, 2016 (the “Annual Meeting”), the Company’s stockholders approved a series of alternate amendments to the Company’s certificate of incorporation, to effect, at the discretion of the board of directors of the Company (the “Board”), a reverse stock split at a range of ratios from 1:5 through 1:20 (the “Reverse Split Range”), with the exact ratio within the Reverse Split Range to be determined by the Board.  Following the Annual Meeting, on June 8, 2016, the Board approved the Reverse Stock Split and determined the ratio to be 1:14.

As a result of the Reverse Stock Split, at the Effective Time, every fourteen (14) shares of the Company’s issued and outstanding common stock will be automatically combined and reclassified into one (1) share of the Company’s common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Each fraction that results from the Reverse Stock Split will be rounded up to the nearest whole share.

The Reverse Stock Split affects all issued and outstanding shares of common stock, unvested restricted stock and restricted stock units, as well as common stock underlying stock options and warrants outstanding immediately prior to the Effective Time. At the Effective Time, all stock options and warrants of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of common stock into which the stock options or warrants are exercisable by fourteen (14) and multiplying the exercise price thereof by fourteen (14), all in accordance with the terms of the plans, agreements or arrangements governing such stock options and warrants.

A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07Submission to a Vote of Security Holders

The Company held the Annual Meeting on June 8, 2016.  The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 28, 2016 (the “Proxy Statement”).

At the close of business on April 25, 2016, the record date of the Annual Meeting, the Company had 33,099,061 shares of common stock issued and outstanding. The holders of a total of 23,911,660 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting.

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The following items of business were voted upon by stockholders at the annual meeting:

1.All nominees for election to the Board named in the Proxy Statement were elected, each to a one-year term. The number of votes cast for and withheld and the number broker non-votes for each nominee were as follows:

	Total Votes for Each Director	Total Votes Withheld for Each Director
Daniel H. Petree	11,581,846	2,253,033
Jeffrey A. Ferrell	11,232,650	2,602,229
Charles A. Matthews	10,530,716	3,304,163
Daniel L. Kisner, M.D.	11,249,651	2,585,228
Donald R. Swortwood	10,691,351	3,143,528

There were 10,076,781 broker non-votes with respect to each of the nominees.

2.The appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, was ratified by the indicated votes, with approval of 97.7% of the votes cast (there were no broker non-votes on this proposal):

For	Against	Abstain
22,143,314	529,115	1,239,231

3.The stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers, with approval of 86.6% of the votes cast. The number of votes cast for and against, and the number of abstentions and broker non-votes were as follows:

For	Against	Abstain	Broker Non-votes
9,286,550	1,435,753	3,112,576	10,076,781

4.The stockholders approved, with approval of 84.5% of the votes cast, a series of alternate amendments to the Company’s certificate of incorporation, to effect, at the discretion of the Board, a reverse stock split of its common stock, whereby each outstanding 5 through 20 shares would be combined, converted and changed into one share of its common stock.  The number of votes cast for and against, and the number of abstentions were as follows (there were no broker non-votes on this proposal):

For	Against	Abstain
20,106,864	3,692,909	111,887

No other items were presented for stockholder approval at the Annual Meeting.

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Item 8.01.Other Events.

On June 9, 2016 the Company issued a press release announcing the Reverse Stock Split. A copy of this press release is attached as exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation of the Company, effective at 5:00 p.m. Eastern Daylight Time on June 10, 2016
99.1	Press Release, dated June 9, 2016

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SIGNATURES

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.

	LPATH, INC.
Dated: June 9, 2016	By:	/s/ Gary J.G. Atkinson
		Name:	Gary J.G. Atkinson
		Title:	Interim Chief Executive Officer and Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation of the Company, effective at 5:00 p.m. Eastern Daylight Time on June 10, 2016
99.1	Press Release, dated June 9, 2016

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
LPATH, INC.

Lpath, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST:    The name of the Corporation is Lpath, Inc.

SECOND:    The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is July 17, 2014 under the name Lpath, Inc.

THIRD:    That the Board of Directors of the Corporation adopted resolutions setting forth a proposed amendment of the Corporation’s Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article IV of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read in its entirety as follows:

“A.  The total number of shares of all classes of stock which the Corporation shall have authority to issue is 115,000,000 shares consisting of:  (i) 100,000,000 shares of Common Stock, with a par value of $0.001 per share (the “Common Stock”) and (ii) 15,000,000 shares of Preferred Stock, with a par value of $0.001 per share (the “Preferred Stock”).

Effective as of 5:00 p.m., Eastern time, on June 10, 2016 (the “Effective Date”), each fourteen (14) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.001 per share, of the Corporation (the “Reverse Stock Split”). There shall be no fractional shares issued as a result of the Reverse Stock Split. A holder of record of Common Stock on the Effective Date who would otherwise be entitled to a fraction of a share shall, in lieu thereof, shall be entitled to rounding up of their fractional share to the nearest whole share.”

FOURTH:    This Certificate of Amendment of the Certificate of Incorporation has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be signed by its Interim Chief Executive Officer and Chief Financial Officer this 8th day of June, 2016.

/s/ Gary J.G. Atkinson

Gary J.G. Atkinson

Interim Chief Executive Officer and
Chief Financial Officer

EX-99.1

Exhibit 99.1

Lpath Announces 1-for-14 Reverse Stock Split

SAN DIEGO, June 9, 2016 — Lpath, Inc. (NASDAQ: LPTN) announced a 1-for-14 reverse split of the company’s issued and outstanding common stock, effective as of 5:00 p.m. EDT on June 10, 2016. Beginning at the opening of trading on June 13, 2016, Lpath’s common stock will begin trading on a split adjusted basis, and the number of common shares outstanding will be decreased from approximately 33.1 million pre-split to 2.36 million shares post-split.

The primary purpose of the reverse split is to maintain the company’s listing on The NASDAQ Capital Market®. As was previously disclosed, the Lpath Board has engaged a financial advisory firm to explore strategic alternatives, including possible mergers and business combinations, a sale of part or all of Lpath’s assets, collaboration and licensing arrangements and/or equity and debt financings. This strategic process is active and ongoing, and includes a range of interactions with potential parties. While there is no assurance that a strategic transaction will be completed, the company believes that maintaining Lpath’s NASDAQ listing is important to the potential value of those transactions.

In order to maintain its listing, Lpath’s common stock must close above $1.00 for 10 consecutive trading days before July 5, 2016.  Based on current trading prices, the company expects that the reverse stock split will enable Lpath’s common stock to close above $1.00 and comply with the NASDAQ listing requirements on a timely basis.

As of the effective date, every 14 shares of issued and outstanding common stock will be converted into one share of common stock, with all fractional shares being rounded up to the nearest whole share. Proportional adjustments will be made to Lpath’s warrants, stock options and equity-compensation plans. The reverse stock split will have no effect on the company’s authorized shares of common stock.

Lpath’s common stock will continue to trade under the existing ticker symbol “LPTN” and under a new CUSIP number (548910405.)

It is not necessary for stockholders of the company to exchange their existing Lpath stock certificates for new stock certificates in connection with the reverse stock split, although stockholders may do so if they wish. Stockholders should direct any questions regarding the reverse stock split to their broker or Lpath’s transfer agent, Nevada Agency and Transfer Company, at (775) 322-0626.

Additional information about the reverse stock split can be found in the company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2016, a copy of which is also available at www.sec.gov or at www.lpath.com under SEC Filings on the Investor Relations page.

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About Lpath

San Diego-based Lpath, Inc. (NASDAQ: LPTN) is the category leader in lipid-targeted therapeutics. The company’s ImmuneY2™ drug-discovery engine has the unique ability to generate therapeutic antibodies that bind and inhibit bioactive lipids that contribute to disease. The company has developed three drug candidates, has advanced all three into clinical trials, and built evidence to support its approach of targeting bioactive lipids to treat a wide range of diseases. For more information, visit www.lpath.com.

About Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to, statements regarding the Company’s ability to negotiate and consummate a strategic transaction on a timely basis and on terms acceptable to our stockholders, the benefits and other desired results of the reverse stock split, the Company’s ability to regain compliance with the continued listing requirements of The NASDAQ Capital Market and the ability to maintain its listing on The NASDAQ Capital Market. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business, including, without limitation: the Company may be unable to complete a strategic transaction or secure additional capital in order to carry out its planned activities beyond the third quarter of 2016; the Company may be unable to complete its preclinical-development and clinical-development plans, on a timely basis or at all; the final results of the Company’s preclinical studies and clinical trials may be different from the Company’s studies or interim clinical data results and may not support further clinical development and/or the commercialization of its drug candidates; the Company may not successfully complete its existing and any additional clinical trials for its drug candidates, or the project funded by the DMRDP, on a timely basis, or at all; the Company may not be successful in maintaining its listing on The NASDAQ Capital Market, which could seriously harm the liquidity of our stock and our ability to raise capital or complete a strategic transaction; the Company’s current product candidate portfolio is limited and in the early stages of clinical development, which could limit its ability to raise the funds required to support its operations and the future development of its drug candidates; and the Company may fail to obtain required governmental approvals for any of its drug candidates. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K filed with the SEC on March 22, 2016 and its quarterly report on Form 10-Q filed with the SEC on May 10, 2016. Such documents may be read free of charge on the SEC’s web site at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this

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cautionary statement and the Company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

CONTACT:

Gary Atkinson
Interim Chief Executive Officer
Lpath, Inc.
858-926-3202
gatkinson@lpath.com

PUBLIC RELATIONS CONTACT:

Canale Communications
Pam Lord

619-849-6003

Pam@canalecomm.com

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