UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Apollo Endosurgery, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03767D 108

(CUSIP Number)

Matthew Crawford

PTV Healthcare Capital

3600 N. Capital of Texas Hwy, Suite B180

Austin, TX 78746

Telephone: (512) 872-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 29, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Explanatory Note:

This Schedule 13D is being filed by the Reporting Persons to report the acquisition of shares of common stock, par value $0.001 per share (the “Common Stock”), of Apollo Endosurgery, Inc. (formerly known as Lpath, Inc.), a Delaware corporation (the “Issuer”).

On December 29, 2016, the Issuer, through its wholly-owned subsidiary, Lpath Merger Sub, Inc. (“Merger Sub”), consummated its acquisition of an entity then known as Apollo Endosurgery, Inc. (“Original Apollo”), pursuant to an Agreement and Plan of Merger and Reorganization, dated September 8, 2016, by and among the Issuer, Merger Sub, and Original Apollo (such agreement, the “Merger Agreement”). Under the terms of the Merger Agreement, Merger Sub merged with and into Original Apollo, with Original Apollo remaining as the surviving corporation and as a wholly-owned subsidiary of the Issuer (the “Merger”). In the Merger, each share of Original Apollo capital stock held by the Reporting Persons was cancelled and extinguished and converted into the right to receive shares of capital stock of the Issuer.

This Schedule 13D (this “Schedule 13D”) relates to the Common Stock of the Issuer. The Issuer’s principal executive office is located at 1120 S. Capital of Texas Highway, Building 1, Suite #300, Austin, Texas 78746.

PTV Sciences II, L.P. (“PTV II”)

PTV IV, L.P. (“PTV IV”)

PTV Special Opportunities I, L.P. (“PTV SO”)

Pinto Technology Ventures GP II, L.P. (“PTV GP II”)

PTV GP IV, L.P. (“PTV GP IV”)

PTV GP SO I, L.P. (“PTV GP SO”)

Pinto TV GP Company LLC (“PTV GP Management II”)

PTV GP III Management, LLC (“PTV GP Management IV”)

Matthew S. Crawford (“Crawford”)

Rick D. Anderson (“Anderson”)

The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

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Immediately prior to the effectiveness of the Merger, PTV II, PTV IV and PTV SO (collectively, the “PTV Funds”) held 38,237,371, 23,430,184 and 10,531,550 shares of common stock of Original Apollo (the “Original Apollo Shares”), which shares were acquired (a) through conversion of Original Apollo preferred stock, conversion of Original Apollo unsecured subordinated convertible promissory notes and net exercise of warrants to acquire Original Apollo stock immediately prior to the Merger and (b) by the purchase of Original Apollo common stock by PTV IV on December 29, 2016. The aggregate purchase prices paid by PTV II, PTV IV and PTV SO, respectively, in connection with the original acquisition of such Original Apollo securities were $26,635,176.20, $28,288.791.63 and $10,358,767.61. The source of such funds used by the PTV Funds was capital contributions by the partners of the respective PTV Funds.

Pursuant to the Merger Agreement, the Merger Sub merged with and into Original Apollo, with Original Apollo continuing after the merger as the surviving corporation and a wholly-owned subsidiary of the Issuer. In connection with the Merger, each of the Original Apollo Shares was cancelled and extinguished and converted into the right to receive shares of Common Stock of the Issuer. Following a 1-for-5.5 reverse split of the Issuer’s Common Stock effected immediately following consummation of the Merger, PTV II held 2,199,186 shares of Common Stock, PTV IV held 1,347,565 shares of Common Stock and PTV SO held 605,712 shares of Common Stock.

The Common Stock of the Issuer acquired by the PTV Funds in the Merger were acquired solely for investment purposes. Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on its evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons’ ownership of the Issuer’s securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserve the right to increase or decrease its holdings on such terms and at such times as each may decide.

Each of Crawford and Anderson is a member of the Board of Directors of the Issuer and is also a manager of PTV GP Management II and PTV GP Management IV. Furthermore, Anderson serves as a member of the nominating and governance committee of the Issuer’s Board of Directors, in which role Anderson is expected to be involved from time to time in the evaluation of the capabilities of existing directors of the Issuer and the recommendation to the Board of candidates for service as additional or replacement directors of the Issuer.

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Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.

The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of January 6, 2017:

PTV GP Management II is the sole general partner of PTV GP II, which is the sole general partner of PTV II. PTV GP Management II and PTV GP II own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV II.

PTV GP Management IV is (i) the sole general partner of PTV GP IV, which is the sole general partner of PTV IV, and (ii) the sole general partner of PTV GP SO, which is the sole general partner of PTV SO. PTV GP Management IV and PTV GP IV own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV IV. PTV GP Management IV and PTV GP SO own no securities of the Issuer directly and share power to vote and dispose of the shares held by PTV SO.

Crawford and Anderson are managers of PTV GP Management II and PTV GP Management IV. Accordingly, Crawford and Anderson may be deemed to share power to vote and dispose of the shares held by PTV II, PTV IV and PTV SO (collectively, the “PTV Funds”); however, they disclaim beneficial ownership of the shares held by the PTV Funds, except to the extent of their pecuniary interests therein. Crawford and Anderson own no securities of the Issuer directly.

The information provided in Item 3 is hereby incorporated by reference.

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Investor Rights Agreement

Original Apollo, the PTV Funds and certain other holders of the Issuer’s securities (are party to that certain Third Amended and Restated Investors’ Rights Agreement dated as of September 8, 2016 (the “Rights Agreement”). The registration rights of the stockholders provided under the Rights Agreement survived the Merger. Pursuant to the Rights Agreement, the PTV Funds and certain other holders of the Issuer’s common stock have been granted registration rights and certain other standard expense reimbursement and indemnification rights for the benefit of the PTV Funds and certain other investors. The foregoing rights terminate on the fourth anniversary of the Issuer’s initial public offering. The foregoing description of the Rights Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Rights Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 6, 2017

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Exhibit Index

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Exhibit A

Joint Filing Statement

I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the beneficial ownership by the undersigned of the equity securities of Apollo Endosurgery, Inc. is filed on behalf of each of the undersigned.

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