UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): September 16, 2020

~~Date~~ ~~of Report (Date of earliest event reported): July 5~~Endologix, ~~2020~~Inc.

~~ENDOLOGIX,~~(Exact ~~INC.~~Name of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-28440

68-0328265

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Delaware		000-28440		68-0328265
(State or OtherJurisdiction of Incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

2 Musick, Irvine, CA 92618

2(Address ~~Musick~~of Principal Executive Offices, including Zip Code)

~~Irvine,~~(949) ~~CA 92618~~ 595-7200

(~~Address of~~Registrant’s ~~Principal~~Telephone ~~Executive~~Number, ~~Office)~~Including ~~(Zip~~Area Code)

Registrant’s telephone number, including area code: (949) 595-7200

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~ 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 ~~(see General Instruction A.2 below)~~:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.001 per share		~~ELGX~~None		~~The Nasdaq Stock Market, LLC~~None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 8.01 ~~Entry into a Material Definitive Agreement~~.

~~The~~Other ~~information set forth in Item 1~~Events.~~03 below with respect to the Restructuring Support Agreement (as defined below) is incorporated herein by reference.~~

~~Item~~As 1previously reported, on July 5, 2020, Endologix, Inc.03 ~~Bankruptcy~~and certain of its affiliates (collectively, “Endologix”, the “Company” or ~~Receivership~~the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are jointly administered under the caption “In re: TriVascular Sales LLC, et. al., Case No. 20-31840-sgj11.”

On July 6, 2020, the Debtors filed the Debtors’ Joint Plan of Reorganization Under Chapter 11 ~~Filing~~ of the Bankruptcy Code [Docket No. 19], which was amended twice on August 3, 2020 [Docket Nos. 168 and 174]. On August 6, 2020, the Debtors commenced solicitation of votes accepting or rejecting the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 174] (the “Second Amended Plan”). After litigating several issues during the Chapter 11 Cases, (i) the Debtors, (ii) Deerfield Partners, L.P., Deerfield Private Design Fund III, L.P. and Deerfield Private Design Fund IV, L.P. (collectively, “Deerfield”), and (iii) the Official Committee of Unsecured Creditors appointed in the Chapter 11 Cases (the “Creditors’ Committee”) engaged in extensive negotiations to achieve a consensual plan. Those negotiations resulted in the settlement described in detail in the Stipulation and Agreed Order Resolving Plan Objections and Providing for a Consensual Plan of Reorganization Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure [Docket No. 363] (the “Settlement Stipulation”) and incorporated in the Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 364] (the “Third Amended Plan”).1 The Settlement Stipulation and/or Third Amended Plan provide, among other terms, as follows:

~~On July 5, 2020~~ (~~the “Petition Date”~~i), ~~Endologix,~~The ~~Inc.~~GUC ~~and~~Distribution ~~certain~~Amount ofis ~~its~~increased ~~affiliates~~to (collectively, the “Company,” or the “Debtors”) each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”)$3.5 million;

(ii) The ~~Debtors~~Creditors’ ~~filed~~Committee’s ~~motions~~professional ~~with~~fees ~~the~~are ~~Bankruptcy~~capped ~~Court~~at ~~seeking~~$2.25 ~~authorization~~million to(the ~~continue~~“Committee toProfessional ~~operate~~Fee ~~their businesses as “debtors-in-possession~~Cap”). ~~under~~Neither the ~~jurisdiction~~Debtors ofnor ~~the~~Deerfield ~~Bankruptcy~~will ~~Court~~object ~~and~~to inprofessional ~~accordance~~fees ~~with~~and ~~the~~expenses ~~applicable~~sought ~~provisions~~by of the ~~Bankruptcy~~Creditors’ ~~Code~~Committee ~~and~~or ~~orders~~its ofprofessionals ~~the~~in ~~Bankruptcy~~an ~~Court.~~amount ~~The~~less ~~Debtors’~~than ~~chapter~~or 11equal ~~cases~~to (the ~~“Chapter~~Committee ~~11 Cases”)~~Professional ~~are~~Fee ~~being jointly administered under the caption “In re: TriVascular Sales LLC, et. al., Case No. 20-31840-sgj11.”~~ Cap;

(iii) The ~~Debtors will~~Creditors’ ~~continue~~Committee towithdraws ~~operate~~all ~~their~~pending ~~business~~objections ~~and manage their property as debtors-in-possession pursuant~~ to ~~sections~~the ~~1107~~Plan and ~~1108~~any ofrelated ~~the~~motions ~~Bankruptcy~~and ~~Code.~~will Ontake ~~July~~proactive 6,steps ~~2020,~~to ~~the~~support ~~Company also filed~~ the ~~Debtors’~~Third ~~Joint~~Amended Plan, ofincluding ~~Reorganization~~by ~~under Chapter 11 of the Bankruptcy Code [Docket No. 19]~~(~~the “Plan”~~i) ~~which~~issuing ~~sets forth~~ a ~~proposed~~public ~~restructuring~~statement ~~transaction~~in ~~aimed to address the Company’s outstanding debt structure through~~ a ~~significant~~form ~~de-leveraging~~reasonably ~~and~~acceptable to ~~position~~ the ~~Company~~ ~~for~~Debtors ~~long-term~~and ~~growth.~~Deerfield Toencouraging ~~ensure~~all ~~their~~unsecured ~~ability~~creditors to ~~continue~~vote ~~operating~~ in ~~the~~favor ~~ordinary course~~ of ~~business,~~ the ~~Debtors have filed with the Court motions seeking a variety of “first-day” relief (collectively~~Plan, ~~the~~and ~~“First Day Motions”), including to:~~ (aii) ~~authorize~~contacting ~~the~~creditors ~~Debtors~~who topreviously ~~continue~~voted ~~using~~against ~~their~~the ~~existing cash management system~~Plan, ~~(b)~~or ~~authorize~~failed ~~the Debtors~~ to ~~pay prepetition wages~~vote, ~~compensation and employee benefits, (c) establish procedures with respect~~ to ~~the transfer~~encourage ofthem ~~equity interests, and (d) authorize the Debtors~~ to ~~pay~~change ~~prepetition~~their ~~amounts~~vote ~~owed~~ to ~~certain~~accept ~~vendors,~~the ~~suppliers~~Plan and ~~contract~~not ~~counterparties~~“opt inout” ~~the ordinary course~~ of ~~business as~~ the ~~debts~~releases ~~come due.~~ thereunder;

~~Restructuring~~(iv) ~~Support~~The ~~Agreement~~Debtors confirmed and represented that all Insurance Policies (which excludes directors and officers policies) are included as Assumed Contracts in the Plan Supplement. Consistent with the Plan and section 365 of the Bankruptcy Code, the Reorganized Debtors will assume the obligations and perform all related obligations thereunder, including but not limited to payment of all related premiums and applicable deductibles. Deerfield acknowledges the Reorganized Debtors’ assumption of such Insurance Policies; and

~~On July 5, 2020, the Debtors entered into a Restructuring Support Agreement~~ (~~the “Restructuring Support Agreement”~~v) ~~with~~Each ~~the~~individual ~~lenders~~creditor ~~under~~reserved ~~that certain Credit Agreement, dated as of August 9, 2018 (as amended, restated, supplemented or otherwise modified from time to time,~~ the ~~“Credit~~right ~~Agreement”), with the Lenders party thereto from time~~ to ~~time,~~object and Deerfield ELGX Revolver, LLC, as agent for itself (the “ABL Agent”) (collectively, the “ABL Creditors”) and Amended and Restated Facility Agreement, dated as of August 9, 2018 (as amended, restated, supplemented or otherwise modified from time to ~~time,~~any ~~the~~relief ~~“Existing~~requested ~~Facility~~by ~~Agreement”), with~~ the ~~Lenders~~Debtors ~~party thereto from time to time, and Deerfield Private Design Fund I.V., L.P. as agent for itself (together~~ with ~~the~~respect ABL Agent, “Deerfield”) (collectively with the ABL Creditors, the “Supporting Creditors”). Among other things, the Restructuring Support Agreement provides that the Supporting Creditors will support the Debtors’ restructuring efforts as set forth in, and subject to the ~~terms~~estimation ~~and conditions~~ of, ~~the~~any Restructuring Support Agreement. The Restructuring Support Agreement also provides that the Supporting Creditors will consent to the Debtors’ use of cash collateral pursuant to the proposed form of order governing the Debtors’ use of cash collateralclaim, ~~under~~whether ~~which the Supporting Creditors will receive administrative and priority status~~ for ~~adequate~~plan ~~protection~~confirmation ~~claims~~purposes ~~equal~~or in amount to the aggregate diminution in the value of the Supporting Creditors’ prepetition security interests in the Debtors’ collateral. In exchange, the Debtors have agreed to seek approval of the Plan and complete their restructuring efforts subject to the terms, conditions, and milestones contained in the Restructuring Support Agreement and otherwise ~~comply with the terms and requirements set forth in the Restructuring Support Agreement~~. ~~The Restructuring Support Agreement is subject to a number of conditions, including, among others, material compliance with the obligations set forth in the Restructuring Support Agreement.~~

~~DIP~~The ~~Credit~~Settlement ~~Agreement~~Stipulation provides a more detailed description of the agreement reached among the Debtors, Deerfield and the Creditors’ Committee. The Settlement Stipulation was approved by the Bankruptcy Court on September 16, 2020 [Docket No. 391].

In1 ~~connection~~Capitalized ~~with the~~terms ~~Chapter~~not 11otherwise ~~Case,~~defined onherein ~~July~~shall 5,have ~~2020,~~ the ~~Bankruptcy~~meanings ~~Court~~ascribed ~~entered an interim order (the “Interim Order”) approving the Company’s debtor-in-possession financing (“DIP Financing”) pursuant~~ to ~~terms~~them ~~set forth~~ in ~~a secured priming, delayed draw term loan debtor-in-possession credit agreement, dated as of July 8, 2020 (~~the ~~“DIP~~Third ~~Credit~~Amended ~~Agreement”)~~Plan.

byWith ~~and among~~ the ~~Company,~~overwhelming assupport ~~borrower,~~of ~~each lender from time to time party to~~ the ~~DIP~~voting ~~Credit Agreement~~creditors, ~~including,~~on ~~but not limited to Deerfield~~September 16, ~~Deerfield Private Design Fund III~~2020, ~~L.P.,~~the ~~and Deerfield~~Bankruptcy ~~Partners,~~Court ~~L.P.~~entered ~~(collectively,~~an ~~the~~order ~~“DIP~~[Docket ~~Lenders”) and Deerfield~~No., 389] ~~as agent~~ (the “~~DIP~~Confirmation ~~Agent~~Order”) ~~for~~confirming ~~itself and~~ the ~~DIP~~Third ~~Lenders~~Amended Plan. The ~~DIP~~treatment ~~Lenders~~of ~~comprise~~various ~~100%~~stakeholders ofunder the ~~lenders~~Third ~~under~~Amended ~~the~~Plan ~~Existing~~is ~~Facility~~set ~~Agreement.~~forth below:

The DIP Credit Agreement, subject to the conditions therein, provides for senior secured term loans in the aggregate principal amount of up to $130,800,000 in post-petition financing, consisting of: (i) an initial term loan of $10 million advanced on the closing date, (ii) a delayed draw term loan commitment of $20.8 million, the draw of which is subject to certain conditions, including the occurrence of entry of a final order and occurrence of September 1, 2020 and (iii) a roll-up loan refinancing, in part, term loans under the Existing Facility Agreement, which roll-up loan will be in the aggregate principal amount of $100,000,000 and advanced upon entry of a final order (collectively, the “DIP Loans”). The Company is also required to pay the DIP Lenders a closing fee equal to 2.0% of the aggregate committed loan amount, less the amount of the roll-up loan.


Class	Claim	Status	Treatment
1	Other Secured Claims	Unimpaired	Except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Other Secured Claim, each Holder of an Allowed Other Secured Claim shall receive the following: (i) payment in full in Cash equal to the amount of such Allowed Other Secured Claim; (ii) the Collateral securing its Allowed Other Secured Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Allowed Other Secured Claim; or (iv) such other treatment rendering such Allowed Other Secured Claim Unimpaired.

2	First Lien Claims	Impaired	Except to the extent that a Holder of an Allowed First Lien Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed First Lien Claim, on the Effective Date, each Holder of an Allowed First Lien Secured Claim shall receive its Pro Rata share of the New Equity Interest Distribution.

3	Assumed Trade Claims	Impaired	Except to the extent that a Holder of an Allowed Assumed Trade Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed Assumed Trade Claim, on the Effective Date, each Holder of an Allowed Assumed Trade Claim shall receive its Modified Trade Contract.

4	General Unsecured Claims	Impaired	Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, release, and discharge of each Allowed General Unsecured Claim, on the Effective Date, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the GUC Distribution Amount.

5	Intercompany Claims	Unimpaired or Impaired	On the Effective Date, each Intercompany Claim shall be, at the option of the Reorganized Debtors: (a) Reinstated; or (b) cancelled, in which case, no distribution shall be made on account of such Claim.

6	Existing Equity Interests	Impaired	On the Effective Date, all Existing Equity Interests in the Debtors, and claims arising therefrom or related thereto, shall be cancelled, released and extinguished, and Holders of such Existing Equity Interests will receive no distribution under the Plan.

The ~~proceeds~~Debtors ofanticipate ~~the~~that ~~DIP Loans will be used for: (i)~~ the ~~payment~~Third ofAmended ~~the~~Plan ~~allowed administrative~~will ~~costs~~become ~~and~~effective ~~expenses~~on ofor ~~the~~around ~~Chapter~~October 1, 112020. ~~Case~~On ~~(including~~ the ~~carve-out)~~Effective Date, ~~(ii)~~Reorganized ~~the~~Endologix ~~payment~~shall ofissue ~~certain~~or ~~payments~~cause ~~pursuant~~ to ~~first~~be ~~day~~issued ~~orders,~~all ~~(iii) the payment~~ of ~~adequate protection payments as set forth in financing orders, (iv) current interest and fees due to~~ the ~~Agent~~New ~~and~~Equity ~~the~~Interests ~~Lenders pursuant~~ to ~~the~~one ~~terms~~or ofmore ~~the DIP Credit Agreement, (v) working capital purposes and, (vi) upon entry~~ of ~~a final order, as a deemed repayment and refinancing of a portion of~~ the ~~outstanding indebtedness~~Deerfield ~~under~~entities ~~the Existing Facility Agreement~~ in anaccordance ~~aggregate~~with ~~amount~~the ~~equal~~Third toAmended ~~$100,000,000,~~Plan. inOn ~~each~~or ~~case,~~following ~~consistent with~~ the ~~budget~~Effective ~~(as~~Date, inReorganized ~~effect~~Endologix ~~from~~will ~~time~~be toconverted ~~time and subject~~ to ~~the~~a ~~permitted~~limited ~~variance)~~liability ~~and financing orders~~company.

The ~~maturity~~descriptions ~~date~~herein of the ~~DIP~~Settlement ~~Credit~~Stipulation, ~~Agreement~~Third isAmended ~~the earliest of: (i) October 5~~Plan, ~~2020; (ii) the date of acceleration of the DIP Loans~~ and ~~termination~~ ofConfirmation ~~the~~Order ~~commitments~~do ~~under~~not ~~the~~purport DIP Credit Agreement following an event of default thereunder; (iii) the effective date of a plan of reorganization or liquidation confirmed in any of the Chapter 11 Case, (iv) the consummation of a sale of all or substantially all of the assets of the Debtors pursuant to ~~section~~be ~~363~~complete ofand ~~the~~are ~~Bankruptcy~~qualified ~~Code or otherwise, other than~~ in ~~connection~~their ~~with~~entirety ~~a confirmed plan of reorganization or liquidation in the Chapter 11 Cases or as otherwise approved~~ by ~~the~~ ~~Agent~~reference into ~~its reasonable discretion (v)~~ the ~~date~~full oftext ~~termination~~ of the ~~Restructuring~~Settlement ~~Support Agreement~~Stipulation, ~~(vi)~~Third ~~without~~Amended ~~the~~Plan ~~Agent’s~~and ~~prior~~Confirmation ~~written~~Order ~~consent,~~set ~~the~~forth ~~date~~in ofExhibits ~~filing~~2.1 ~~or express written support by any Debtor of a plan of liquidation or reorganization~~ and ~~related~~2.2 ~~disclosure~~to ~~statement,~~this orCurrent ~~order~~Report ofon ~~dismissal~~Form ~~and~~8-K (~~vii)~~ the ~~date~~Third ~~that~~Amended Plan is 60attached ~~days~~to ~~after~~ the ~~Petition~~Confirmation ~~Date~~Order ~~(or such later date~~ as ~~agreed~~Exhibit ~~to by the Lenders~~A)~~, unless a final order has been entered by the Bankruptcy Court on or prior to such date~~.

~~The~~Cautionary ~~outstanding~~Statements ~~principal~~Regarding ~~amount~~Forward-Looking of the DIP Loans will bear interest from the date of each loan’s disbursement at per annum rate equal to LIBOR plus twelve percent (10%). Upon an event of default, all obligations under the DIP Credit Agreement will bear interest at a rate equal to then current interest rate applicable thereto plus two percent (2.0%) per annum. Information

~~[All~~This ~~obligations~~Current ~~under~~Report ~~the~~on ~~DIP Credit Agreement and related transaction documents will: (i)~~Form ~~constitute~~8-K contains anforward-looking ~~allowed superpriority~~statements, ~~administrative~~which ~~expense~~are ~~claim~~based ~~against~~on the ~~Debtors~~Company’s ~~with~~current ~~priority~~expectations, inestimates, ~~the Chapter 11 Cases over any~~ and ~~all~~projections ~~administrative~~about ~~expense~~the ~~claims~~businesses and ~~unsecured~~prospects ~~claims~~of ~~against~~ the ~~Debtors~~Company and ~~their~~its ~~estates~~subsidiaries, ~~now~~as ~~existing~~well oras ~~hereafter~~management’s ~~arising~~beliefs, ofand ~~any kind~~certain orassumptions ~~nature~~made ~~whatsoever,~~by ~~including,~~management. ~~without~~Words ~~limitation,~~such ~~administrative~~as ~~expenses of the kinds specified in~~“anticipates,” ~~arising under~~“expects,” ~~or ordered pursuant to sections 105~~“intends,” ~~326~~“plans,” ~~328~~“believes,” ~~330~~“seeks,” ~~331~~“estimates,” ~~503(b)~~“may,” ~~506~~“should,” ~~507(a),~~“will” ~~507(b),~~and ~~546(c),~~variations ~~546(d),~~of ~~726(b),~~these ~~1113~~words orare ~~1114 respectively,~~intended ofto ~~the~~identify ~~Bankruptcy~~forward-looking ~~Code,~~statements. ~~subject~~Such instatements ~~each~~speak ~~case~~ only toas ~~certain~~of ~~professional~~the ~~fees,~~date ~~amounts~~hereof ~~expended~~and ~~under~~are ~~the~~subject ~~budget,~~to ~~and~~change. ~~certain~~The ~~prior~~Company ~~liens,~~undertakes ~~and~~no ~~(ii) be~~obligation ~~secured~~to byrevise ~~liens~~or onupdate ~~all~~publicly ~~property~~any offorward-looking ~~the~~statements ~~Debtors (except~~ for ~~certain~~any ~~excluded liens~~reason. ~~and~~These ~~subject~~statements toare ~~certain~~not ~~professional~~guarantees ~~fees)~~of infuture ~~accordance~~performance ~~with~~and ~~the~~are ~~priorities~~subject ~~set~~to ~~out~~certain inrisks, ~~the~~uncertainties, ~~applicable~~and ~~Bankruptcy~~assumptions ~~Court~~that ~~order.][NOT~~are ~~REVIEWED]~~difficult to predict.

The DIP Financing is subject to certain covenants, including, without limitation, covenants related to the use of loan proceeds; liquidation; the incurrence of additional indebtedness; the creation or incurrence of any liens; the disposition of assets; the acquisition of assets; the making of restricted payments; the conduct of business; the maintenance of material authorizations; the provision of certain quarterly, monthly and other financial information; the preparation of, and compliance with, an approved budget (subject to permitted variances) and certain bankruptcy related covenants, in each case as set forth in the DIP Credit AgreementItem 9. 01.

~~The~~Financial ~~DIP~~Statements Financing is subject to certain events of default, including, without limitation, payment defaults; failure by the Company to comply with its covenants under the DIP Credit Agreement, subject to a cure period with respect to certain covenants; inaccuracies in representations and warranties of the Company; failure by the Company to comply with the provisions of any Bankruptcy Court order; insolvency or bankruptcy-related events outside of the Chapter 11 Case with respect to the Company; in each case as set forth in the DIP Credit AgreementExhibits.

~~The~~(d) foregoing descriptions of the Restructuring Support Agreement and the DIP Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the Restructuring Support Agreement filed as Exhibit 10Exhibits.~~1 hereto and the DIPCreditAgreement filed as Exhibit 10.2 hereto and incorporated herein by reference.~~

~~Item~~See ~~2.03~~Exhibit ~~Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Index

~~The~~EXHIBIT ~~information set forth above under Item 1.03 of this Current Report on Form 8-K is incorporated herein by reference.~~ INDEX

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.


Exhibit Number		Description

2.1		Stipulation and Agreed Order Resolving Plan Objections and Providing for a Consensual Plan of Reorganization Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure [Docket No. 363]

2.2		Order of the Bankruptcy Court, dated September 16, 2020, confirming the Debtors’ Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 389]

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The commencement of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated Company’s obligations, as applicable, under the following debt instruments (the “Debt Instruments”): SIGNATURES

•Pursuant ~~Prepetition~~to ~~Facility~~the ~~Agreement;~~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.

• Prepetition Credit Agreement;

• 3.25% Convertible Senior Notes due 2020;

• 5.00% Mandatory Convertible Senior Notes due 2024, issued April 3, 2019;

• 5.00% Voluntary Convertible Senior Notes due 2024, issued on February 24, 2020; and

• 5.00% Voluntary Convertible Senior Notes due 2024, issued on February 24, 2020.

The Debt Instruments provide that as a result of the commencement of the Chapter 11 Cases, the principal, interest and all other amounts due thereunder shall be immediately due and payable.

Any efforts to enforce the payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 7, 2020, the Company received a letter from the Listing Qualifications Department staff of The Nasdaq Stock Market (“Nasdaq”) notifying it that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq has determined that the Company’s common stock will be delisted from Nasdaq. Accordingly, unless the Company requests an appeal of this determination, trading of the common stock will be suspended at the opening of business on July 16, 2020 and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the common stock from listing and registration on Nasdaq. The Company does not intend to appeal Nasdaq’s determination and, therefore, it is expected that the common stock will be delisted. It is expected that the Company’s common stock will be quoted on the OTC under the symbol “ELGXQ” following its delisting from Nasdaq.

* * * * *

Cautionary Information Regarding Trading in the Company’s Securities.

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 Cases. As noted, the transaction specified in the Restructuring Support Agreement contemplate that existing equity interests in the Company would be cancelled and that the holders thereof will neither receive nor retain any property on account thereof. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, which are based on the Company’s current expectations, estimates, and projections about the businesses and prospects of the Company and its subsidiaries, as well as management’s beliefs, and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict.

Forward-looking statements discuss, among other matters: the Company’s strategy; risks and uncertainties associated with Chapter 11 proceedings; the negative impacts on the Company’s businesses as a result of filing for and operating under Chapter 11 protection; the time, terms and ability to confirm a Chapter 11 plan of reorganization for the Company’s businesses; the adequacy of the capital resources of the Company’s businesses and the difficulty in forecasting the liquidity requirements of the operations of its businesses; the unpredictability of the Company’s financial results while in Chapter 11 proceedings; the Company’s ability to discharge claims in Chapter 11 proceedings; negotiations with the holders of the Company’s indebtedness and its trade creditors and other significant creditors; risks and uncertainties with performing under the terms of the Restructuring Support Agreement and any other arrangement with lenders or creditors while in Chapter 11 proceedings; the Company’s ability to conduct business as usual in the United States and worldwide; the Company’s ability to continue to serve customers, suppliers and other business partners at the high level of service and performance they have come to expect from the Company; the Company’s ability to continue to pay suppliers and vendors; the ability to control costs during Chapter 11

proceedings; the risk that the Company’s Chapter 11 Cases may be converted to cases under Chapter 7 of the Bankruptcy Code; the Company’s ability to secure operating capital; the Company’s ability to take advantage of opportunities to acquire assets with upside potential; the Company’s ability to execute on its strategic plan to pursue, evaluate and close an acquisition pursuant to a plan of reorganization; the Company’s long-term outlook; the Company’s preparation for future market conditions; and any statements or assumptions underlying any of the foregoing. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such differences include, but are not limited to, the decisions of the Court; negotiations with the Company’s debtholders, the Company’s creditors and any committee approved by the Court; the Company’s ability to meet the requirements, and compliance with the terms, including restrictive covenants, of the Restructuring Support Agreement and any other financial arrangement while in Chapter 11 proceedings; negotiations with the Supporting Lenders and/or third-party bidders on a potential acquisition pursuant to a plan of reorganization or Section 363 Asset Sale; changes in the Company’s cash needs as compared to its historical operations or its planned reductions in operating expense; adverse litigation; changes in domestic and international demand for the Company’s products; the Company’s ability to control operating costs and other expenses; that general economic conditions may be worse than expected; that competition may increase significantly; changes in laws or government regulations or policies affecting the Company’s current business operations and, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Forms 10-Q filed with the Securities and Exchange Commission (“SEC”) on May 27, 2020 and Form 10-K filed with the SEC on March 11, 2020, and similar disclosures in subsequent reports filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Restructuring Support Agreement.
10.2		Secured Priming Delayed Draw Term Loan Debtor-in-Possession Credit Agreement, dated July 5, 2020, by and among the Company, the loan parties thereto and

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.

Endologix, Inc.

Date: September 22, 2020

/s/ John Onopchenko

Name: John Onopchenko

Title: Chief Executive Officer

Filing Compare · ENDOLOGIX INC /DE/