Item 4.01 Changes in Registrant's Certifying Accountants.

(a) Dismissal of LevitZacks, Certified Public Accounts

(i) On June 29, 2009, Lpath, Inc. (the "Company") dismissed its independent registered public accounting firm, LevitZacks, Certified Public Accountants ("LevitZacks").

(ii) The decision to dismiss LevitZacks as the Company's independent registered public accountant was based on authority conferred to the Company's Audit Committee.

(iii) LevitZacks' audit reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2008 and December 31, 2007 both contained going concern uncertainty modifications. Except for those modifications, the audit reports for those years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to audit scope, accounting principles or, except as noted, uncertainty.

(iv) During the fiscal years ended December 31, 2008 and December 31, 2007, the review of our consolidated financial statements for the quarterly period ended March 31, 2009, and the subsequent interim period through June 29, 2009,
(1) there were no disagreements with LevitZacks on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to LevitZacks' satisfaction would have caused LevitZacks to make reference to the subject matter of the disagreement in connection with their reports and (2) there were no reportable events as defined in Regulation S-K, Item 304(a)(1)(iv) or (a)(1)(v).

(v) The Company provided LevitZacks with a copy of the disclosure contained in this Form 8-K and requested that LevitZacks furnish us a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.

(vi) A copy of this letter will be furnished separately within ten business days as an amendment to this Current Report on Form 8-K.

(b) Engagement of Moss Adams LLP

On June 29, 2009, the Audit Committee approved the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the year ending December 31, 2009 and Moss Adams LLP was subsequently engaged as the Company's independent registered public accounting firm on June 29, 2009.

During the years ended December 31, 2008 and December 31, 2007 and through June 29, 2009, except as described in this paragraph, neither the Company nor anyone on its behalf has consulted with Moss Adams LLP with respect to either
(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Moss Adams LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). Moss Adams LLP currently conducts the Company's NIH audits which are required in the event the Company spends grant funding exceeding a specified threshold. Moss Adams LLP has conducted the Company's NIH audits for the past four fiscal years.

---