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)

Thomas Dyrberg

Novo A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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 (the “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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Item 1. Security and Issuer

On December 29, 2016 (the “Effective Time”), a wholly owned subsidiary of Lpath, Inc. (“Lpath”) merged with and into Apollo Endosurgery, Inc. (“Original Apollo”) resulting in Original Apollo becoming a wholly owned subsidiary of Lpath (the “Merger”). At the Effective Time, Lpath effected a name change to “Apollo Endosurgery, Inc.” (hereinafter, the “Issuer”). Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer’s common stock at the Effective Time of the Merger.

This Schedule 13D relates to the shares of common stock, par value $0.001 per share, 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.

Item 2. Identity and Background

The name of each director and executive officer of both Novo A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

The residence or business address of each director and executive officer of both Novo A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

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Item 3. Source and Amount of Funds or Other Consideration

Immediately prior to the Merger, Novo A/S held 25,332,452 shares of common stock of Original Apollo. The Original Apollo common stock held by Novo A/S was in part acquired through conversion of Original Apollo preferred stock and Original Apollo unsecured subordinated convertible promissory notes (the “Original Apollo Notes”) previously acquired by Novo A/S, as well as from purchases of Original Apollo common stock by Novo A/S in a financing that occurred in September 2016; the Merger was conditioned upon the closing of this financing and the conversion of the Original Apollo Notes. The purchase price for the Original Apollo common stock, preferred stock and Original Apollo Notes held by Novo A/S was paid by Novo A/S from its working capital. On the Effective Date, as a result of the Merger, Novo A/S received an aggregate of 1,456,972 shares of the Issuer’s common stock, which reflects the 1-for-5.5 reverse split of the Issuer’s common stock effected immediately following consummation of the Merger and the 0.31632739 per share of Original Apollo common stock Merger exchange ratio.

Item 4. Purpose of Transaction

The acquisitions of Issuer securities made by Novo A/S, as described in this Schedule 13D, were for investment purposes. Novo A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo A/S might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Other than as described herein, Novo A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, Novo A/S may change its purpose or formulate different plans or proposals with respect thereto at any time. Jack B. Nielsen, a member of the board of directors of the Issuer, is employed as a Senior Partner of Novo A/S. Mr. Nielsen is not deemed a beneficial owner of, and does not have a reportable pecuniary interest in, the Novo Shares (as defined below).

Item 5. Interest in Securities of the Issuer

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Investors’ Rights Agreement

Original Apollo, Novo A/S 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 under the Rights Agreement survived the Merger and certain holders of the Issuer’s common stock and entities affiliated with certain of the Issuer’s directors have the right to demand that the Issuer file a registration statement (“demand” registration rights) or request that their shares be covered by a registration statement that the Issuer is otherwise filing (“piggyback” registration rights).

The description contained in this Statement on Schedule 13D of the Registration Rights Agreement is a summary only and is qualified in its entirety by the actual terms of such agreement, which is incorporated herein by this reference. See Item 7 “Material to be Filed as Exhibits

Except for the Rights Agreement, neither Novo A/S, the Foundation, nor any person named in Schedule I has entered into any contracts, arrangements, understandings or relationships with respect to securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

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SIGNATURE

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.

Schedule I

Information regarding each director and executive officer of both Novo A/S and the Novo Nordisk Foundation is set forth below.