Item 3.02. Unregistered Sales of Equity Securities.
The disclosure under Item 8.01 below is incorporated by reference herein.
The issuance of the Shares (as defined below) under the Exchange Agreements (as defined below) is being made 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. A number of shares of the common stock, par value $0.001 per share, of Glaukos Corporation (the “Company”) to be determined over an averaging period commencing on June 14, 2024 (the “Shares”), will be 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).
The Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and such other jurisdictions.
Item 8.01. Other Events.
On June 14, 2024, the Company issued a press release announcing the execution of separate, privately negotiated exchange agreements (the “Exchange Agreements”), whereby the Company agreed, subject to customary closing conditions, to repurchase an aggregate of $230,000,000 principal amount of the Company’s 2.75% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) for aggregate consideration consisting of the Shares, and cash in lieu of fractional shares and in respect of accrued interest on the Existing Convertible Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
