GLAUKOS Corp — Capital/Financing Update 2024

Jun 28, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 28, 2024

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Glaukos Corporation
(Exact name of registrant as specified in
its charter)

Delaware	001-37463	33-0945406
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

One Glaukos Way Aliso Viejo , California	92656
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 949 ) 367-9600

Not Applicable
(Former name or former address, if changed
since last report.)

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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:

¨ 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))

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. ¨

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class: | Trading Symbol | Name
of each exchange on which registered: |
| --- | --- | --- |
| Common Stock | GKOS | New York Stock Exchange |

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Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 8.01 below is incorporated by reference herein.

Glaukos Corporation (the “ Company ”) issued the Shares (as defined below) pursuant to separate, privately negotiated exchange agreements (the “ Exchange Agreements ”), and in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), provided by Section 4(a)(2) of the Securities Act. The Shares were issued only to investors that qualified as “qualified institutional buyers” (as such term is defined in Rule 144A of the Securities Act) and institutional “accredited investors” (as such term is defined in Rule 501 of the Securities Act).

Item 8.01 Other Events.

On June 28, 2024, the Company closed the transactions contemplated by the Exchange Agreements that it had previously announced on June 14, 2024 (the “ Exchange Transactions ”) with certain holders of the Company’s 2.75% Convertible Senior Notes due 2027 (the “ Existing Convertible Notes ”).

In the Exchange Transactions, the holders exchanged $230,000,000 in aggregate principal amount of the Existing Convertible Notes for consideration consisting of an aggregate of 4,253,423 shares of the Company’s common stock (the “ Shares ”), and cash in lieu of fractional shares and in respect of accrued interest on the Existing Convertible Notes.

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SIGNATURE

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.

| /s/
Alex R. Thurman | |
| --- | --- |
| Name: | Alex R. Thurman |
| Title: | Senior Vice President & Chief Financial Officer |

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