ELGX Endologix Inc

Item 8.01 Other Events.

On August 9, 2019, Endologix, Inc. (the “Company”) announced to certain eligible employees and members of the Board of Directors (“Eligible Participants”) the approval of a voluntary, one-time stock option for stock option exchange program (the “Option Exchange Program”) for Eligible Participants to exchange certain underwater stock options for a lesser number of new stock options (the “New Stock Options”). The number of New Stock Options will be determined using exchange ratios designed to result in the New Stock Options having approximately the same value, from an accounting standpoint, as the stock options that are exchanged.

The Option Exchange Program was previously approved by the Board of Directors of the Company and subsequently approved by the Company’s stockholders at the 2019 Annual Meeting of Stockholders held on August 5, 2019.

Attached as Exhibit 99.1 is an email communication (the “Communication to Eligible Participants”) regarding the proposed Option Exchange Program that was sent to Eligible Participants on August 9, 2019. The Communication to Eligible Participants does not constitute an offer to holders of the Company’s outstanding stock options to exchange those stock options for New Stock Options.

The Option Exchange Program has not yet commenced and will only be made pursuant to the terms and conditions set forth in the Tender Offer Statement on Schedule TO, including the Offer to Exchange, and other related materials filed with the Securities and Exchange Commission (the “SEC”) and sent to eligible option holders. At the time the Option Exchange Program begins, the Company will provide eligible option holders with written materials explaining the terms of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read these written materials carefully when they become available because they will contain important information about the Option Exchange Program. The Company will also file these written materials with the SEC as part of a Tender Offer Statement upon commencement of the Option Exchange Program. The Company’s stockholders and eligible option holders will be able to obtain these tender offer documents, as well as other documents that the Company files with the SEC, free of charge at www.sec.gov or by contacting the Company’s Corporate Secretary at Endologix, Inc., 2 Musick, Irvine, California 92618, (949-595-7200). In addition, eligible option holders may obtain free copies of the tender offer documents by visiting the OEP website located at: http://www.endologix.compintelligence.com.