Glaukos Announces Agreements to Exchange $230 Million in Principal Amount of Its 2.75% Convertible Senior Notes Due 2027 for Common Stock
14 Juin 2024 - 1:00PM
Business Wire
Glaukos Corporation (NYSE: GKOS), an ophthalmic pharmaceutical
and medical technology company, today announced that it entered
into separate, privately negotiated exchange agreements (the
“Exchange Agreements”) with certain holders of its 2.75%
Convertible Senior Notes due 2027 (the “Existing Convertible
Notes”). Pursuant to these Exchange Agreements, the company agreed,
subject to customary closing conditions, to repurchase an aggregate
of $230 million principal amount of Existing Convertible Notes for
aggregate consideration consisting of a number of shares of the
company’s common stock, par value $0.001 per share (the “Common
Stock”), to be determined over an averaging period commencing on
June 14, 2024, and cash in lieu of fractional shares and in respect
of accrued interest on the Existing Convertible Notes. These
exchange transactions are expected to close on or about June 25,
2024, subject to the satisfaction of customary closing
conditions.
The shares of Common Stock issuable in the exchanges have not
been registered under the Securities Act of 1933, as amended (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. This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities
laws of any such state or jurisdiction.
About Glaukos
Glaukos is an ophthalmic pharmaceutical and medical technology
company focused on developing and commercializing novel therapies
for the treatment of glaucoma, corneal disorders and retinal
diseases. Glaukos first developed Micro-Invasive Glaucoma Surgery
(MIGS) as an alternative to the traditional glaucoma treatment
paradigm, launching its first MIGS device commercially in 2012, and
continues to develop a portfolio of technologically distinct and
leverageable platforms to support ongoing pharmaceutical and
medical device innovations. Products or product candidates for each
of these platforms are designed to advance the standard of care
through better treatment options across the areas of glaucoma,
corneal disorders and retinal diseases.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of federal securities laws. All statements other than
statements of historical facts included in this press release that
address activities, events or developments that we expect, believe
or anticipate will or may occur in the future are forward-looking
statements. These statements are based on management’s current
expectations, assumptions, estimates and beliefs. Although we
believe that we have a reasonable basis for forward-looking
statements contained herein, we caution you that they are based on
current expectations about future events affecting us and are
subject to risks, uncertainties and factors relating to our
operations and business environment, all of which are difficult to
predict and many of which are beyond our control, that may cause
our actual results to differ materially from those expressed or
implied by forward-looking statements in this press release. These
potential risks and uncertainties that could cause actual results
to differ materially from those described in forward-looking
statements include, without limitation, uncertainties regarding the
impact of the COVID-19 pandemic or other future public health
crises on our business; the impact of general macroeconomic
conditions including foreign currency fluctuations; the reduced
physician fee and ASC facility fee reimbursement rate finalized by
CMS for 2022 and 2023 for procedures utilizing the company’s iStent
family of products and its impact on our U.S. combo-cataract
glaucoma revenue; our ability to continue to generate sales of our
commercialized products and develop and commercialize additional
products; our dependence on a limited number of third-party
suppliers, some of which are single-source, for components of our
products; the occurrence of a crippling accident, natural disaster,
or other disruption at our primary facility, which may materially
affect our manufacturing capacity and operations; securing or
maintaining adequate coverage or reimbursement by third-party
payors for procedures using the iStent, the iStent inject W,
iAccess, iPRIME, iStent infinite, iDose TR, our corneal
cross-linking products or other products in development; our
ability to properly train, and gain acceptance and trust from
ophthalmic surgeons in the use of our products; our ability to
compete effectively in the medical device industry and against
current and future technologies (including MIGS technologies); our
compliance with federal, state and foreign laws and regulations for
the approval and sale and marketing of our products and of our
manufacturing processes; the lengthy and expensive clinical trial
process and the uncertainty of timing and outcomes from any
particular clinical trial or regulatory approval processes; the
risk of recalls or serious safety issues with our products and the
uncertainty of patient outcomes; our ability to protect, and the
expense and time-consuming nature of protecting our intellectual
property against third parties and competitors and the impact of
any claims against us for infringement or misappropriation of third
party intellectual property rights and any related litigation; and
our ability to service our indebtedness. These and other known
risks, uncertainties and factors are described in detail under the
caption “Risk Factors” and elsewhere in our filings with the
Securities and Exchange Commission (SEC), including in our Annual
Report on Form 10-K for the year ended December 31, 2023, which was
filed with the SEC on February 23, 2024, and our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2024, which was filed
with the SEC on May 3, 2024. All forward-looking statements
included in this press release are expressly qualified in their
entirety by the foregoing cautionary statements. You are cautioned
not to place undue reliance on the forward-looking statements in
this press release, which speak only as of the date hereof. We do
not undertake any obligation to update, amend or clarify these
forward-looking statements whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240614638344/en/
Chris Lewis Vice President, Investor Relations & Corporate
Affairs (949) 481-0510 clewis@glaukos.com
Glaukos (NYSE:GKOS)
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