Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 11, 2024

Glaukos Corporation

(Exact name of registrant as specified in its charter)

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

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

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Registrant’s telephone number, including area code: [phone]

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Not Applicable

(Former name or former address, if changed since last report.)

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 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 8.01. Other Events.

On October 4, 2024, Glaukos Corporation (the “Company”) issued a notice of redemption (the “Redemption Notice”) for all $57.5 million aggregate principal amount outstanding of its 2.75% Convertible Senior Notes due 2027 (the “Notes”), which were issued pursuant to an indenture dated June 11, 2020 (the “Indenture”) between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Redemption”).

Pursuant to the Redemption Notice, on December 16, 2024 (the “Redemption Date”), the Company will redeem all Notes that have not been converted prior to such date at a redemption price equal to 100% of the principal amount of such Notes (the “Redemption Price”) together with accrued and unpaid interest from December 1, 2024 to, but excluding, the Redemption Date. On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed and interest thereon will cease to accrue on and after the Redemption Date.

The Notes called for redemption may be converted by holders into shares of common stock of the Company (“Common Stock”) pursuant to physical settlement as set forth in the Indenture at any time prior to 5:00 p.m. (New York City time) on December 13, 2024. The conversion rate for the Notes is 17.8269 shares of Common Stock per $1,000 principal amount, plus additional shares of 0.3501 per $1,000 principal amount in accordance with the terms and conditions of the Indenture. The Notes are therefore convertible into 18.1770 shares of Common Stock per $1,000 principal amount surrendered for conversion thereunder.

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The foregoing description of the Redemption does not purport to be complete and is qualified in its entirety by reference to the Redemption Notice, which is attached hereto as Exhibit 99.1 to this report and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Redemption Notice
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	GLAUKOS CORPORATION (Registrant)
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	By:	/s/ Alex R. Thurman
		Name:     Alex R. Thurman
		Title:       Senior Vice President & Chief Financial Officer

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Date: October 11, 2024

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NOTICE OF FULL REDEMPTION

GLAUKOS CORPORATION

2.75% Convertible Senior Notes due 2027

CUSIP: 377322 AB8

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NOTICE IS HEREBY GIVEN pursuant to Section 16.02 of the Indenture, dated as of June 11, 2020 (the “Indenture”), by and between Glaukos Corporation, as issuer (the “Company”), and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee” and the “Paying Agent”), that all of the Company’s outstanding 2.75% Convertible Senior Notes due 2027 (the “Securities”) shall be redeemed pursuant to Section 16.01 of the Indenture on December 16, 2024 (the “Redemption Date”) at the price listed below of the principal amount (the “Redemption Price”) together with accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Capitalized terms used in this Notice, unless otherwise defined herein, have the meanings ascribed to such terms in the Indenture.

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*CUSIP	Maturity	Rate	Principal Amount	Redemption Price
377322AB8	June 15, 2027	2.75%	$57,500,000	100.000%

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The Securities called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. If held via the Depositary, Securities can be surrendered to the Paying Agent via the procedures of the Depositary. If held in certificated form, Securities can be surrendered to the Paying Agent in the following manner:

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Regular Mail, Registered & Certified Mail, or Courier: Computershare Trust Company, N.A. 1505 Energy Park Drive St. Paul, MN 55108 Telephone Inquiries: [phone] Email Inquiries: [e-mail] Please refer to the CUSIP Number when making inquiries. ​ Delivery of the Notes to an address other than as set forth above, or transmission of instructions other than as set forth above, will not constitute a valid delivery. ​

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Unless the Company defaults in paying the Redemption Price on the Redemption Date and the Securities are not redeemed, interest on the principal amount designated to be redeemed shall cease to accrue on and after the Redemption Date, and the only remaining right of the holders of Securities is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Securities redeemed.

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CONVERSION RIGHT

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Any Securities as to which this Notice has been given may be converted into shares of common stock of the Company (the “Common Stock”) pursuant to the terms and conditions of the Indenture, including Section 14.01(b)(v) and the Procedures outlined in Section 14.02. For any Securities surrendered for conversion thereunder, the Settlement Method shall be Physical Settlement. The Securities are convertible up to 5:00 p.m. New York City time on December 13, 2024 (the business day prior to the Redemption Date), unless the Company fails to pay the Redemption Price, in which case a Holder of such Notes may convert such Notes until the Redemption Price has been paid or duly provided for. The Securities have a Conversion Rate of 17.8269 shares of Common Stock per $1,000 principal amount, and are subject to Additional Shares of 0.3501 per $1,000 principal amount in accordance with Section 14.03 of the Indenture.  The Securities are therefore convertible into 18.1770 shares of Common Stock per $1,000 of principal amount surrendered for conversion thereunder.

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IMPORTANT NOTICE

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Pursuant to U.S. federal tax laws, holders have a duty to provide the applicable type of tax certification form issued by the U.S. Internal Revenue Service (the “IRS”) to the Trustee to ensure payments are reported accurately to holders and to the IRS. The Trustee may also request any additional documents that are reasonably necessary to ensure payments are reported accurately to you and to the IRS (collectively, “Tax Certification Forms”). In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form must be received by the Trustee before payment of the redemption proceeds is made to holders. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to the Holder.

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Holders of Securities should consult their own tax advisors concerning the tax consequences of converting their Securities.

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*Neither the Trustee nor the Company shall be held responsible for the selection or use of the CUSIP number, nor is any representation made as to their correctness or accuracy as listed in the redemption notice or printed in the Securities. It is included solely for convenience of the holders of Securities. The Trustee is not responsible for any of the statements in this Notice, all of which should be deemed to be made exclusively by the Company.

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By Glaukos Corporation

Dated: October 4, 2024

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Document and Entity Information	Oct. 04, 2024
Document and Entity Information
Document Type	8-K
Document Period End Date	Oct. 11, 2024
Entity Registrant Name	Glaukos Corporation
Entity File Number	001-37463
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-0945406
Entity Address, Address Line One	One Glaukos Way
Entity Address, City or Town	Aliso Viejo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92656
City Area Code	949
Local Phone Number	367-9600
Title of 12(b) Security	Common Stock
Trading Symbol	GKOS
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001192448
Amendment Flag	false

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