Roth Capital Partners, LLC
888 San Clemente Drive
Newport Beach, California 92660
July 17, 2017
VIA FACSIMILE AND EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Attn: Suzanne Hayes
Irene Paik
Re: APOLLO ENDOSURGERY, INC.
Registration Statement on Form S-1 (Registration No. 333-218741)
Concurrence in Acceleration Request
Ladies and Gentlemen:
Roth Capital Partners, LLC (“Roth”), as co-representative of the underwriters for the referenced offering, hereby concurs in the request by Apollo Endosurgery, Inc. that the effective date of the above-referenced registration statement be accelerated to 4:00 p.m. (Eastern Time), or as soon as practicable thereafter, on July 19, 2017, pursuant to Rule 461 under the Securities Act. Roth affirms that it is aware of its obligations under the Securities Act in connection with this offering.
| Very truly yours, | |
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| ROTH CAPITAL PARTNERS, LLC | |
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| By: | /s/ Aaron M. Gurewitz |
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| Name: Aaron M. Gurewitz |
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| Title: Head of Equity Capital Markets |