Glaukos Corporation Announces Proposed Private Offering of $200 Million of Convertible Senior Notes

Glaukos Corporation (NYSE: GKOS) (the “Company” or “Glaukos”), an ophthalmic medical technology and pharmaceutical company focused on novel therapies for the treatment of glaucoma, corneal disorders and retinal diseases, announced today that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of Convertible Senior Notes due 2027 (the “notes”) in a private offering. The notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Glaukos expects to grant to the initial purchasers of the notes a 13-day option to purchase up to an additional $30 million aggregate principal amount of the notes.

Glaukos intends to use the net proceeds from the offering to pay the cost of the capped call transactions described below and the remainder for working capital and general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Glaukos expects to use a portion of the related net proceeds to enter into additional capped call transactions and any remainder for working capital and general corporate purposes.

The notes will be Glaukos’ senior unsecured obligations. The notes will mature on June 15, 2027, unless earlier converted, redeemed or repurchased. Glaukos may not redeem the notes prior to June 20, 2024. On or after June 20, 2024 but before the 45^th scheduled trading day immediately preceding the maturity date, Glaukos may redeem for cash all or a portion of the notes if the last reported sale price of Glaukos’ common stock has been at least 130% of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date Glaukos provides notice of redemption and (ii) the trading day immediately preceding the date Glaukos provides such notice. Prior to March 15, 2027, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Glaukos will satisfy any conversion elections by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at its election. The interest rate on, the initial conversion rate of, and other terms of the notes will be determined by negotiations between Glaukos and the initial purchasers of the notes. Holders of the notes will have the right to require Glaukos to repurchase all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events.