Form 8-K/A - Current report: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2024

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

(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))


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

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. ☐

EXPLANATORY NOTE

On July 31, 2024, Glaukos Corporation (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) with the Securities and Exchange Commission (the “SEC”) to furnish its earnings press release (the “Earnings Release”), and quarterly summary (the “Quarterly Summary”), each disclosing financial results for its second quarter ended June 30, 2024. This Current Report on Form 8-K/A amends the Initial Report to correct certain financial information included in the Earnings Release and the Quarterly Summary as further described below. This Current Report on Form 8-K/A. should be read in conjunction with the Initial Report.

Item 2.02. Results of Operations and Financial Condition.

On July 31, 2024, the Company issued the Earnings Release, a copy of which was furnished as Exhibit 99.1 to the Initial Report. On August 2, 2024, the Company filed with the SEC its Quarterly Report on Form 10-Q for its second quarter ended June 30, 2024 (its “Quarterly Report”). In preparing the final Quarterly Report, the Company, in consultation with its independent registered public accounting firm, concluded that, in connection with the exchange agreements entered into with certain holders of eighty percent of its 2.75% Convertible Senior Notes due 2027 (Exchange Transaction) that occurred in June 2024, the acceleration of approximately $3.3 million of unamortized non-cash debt issuance costs should have been accounted for as a decrease in additional paid-in capital, rather than as an interest expense, as was reflected in the Earnings Release and Quarterly Summary. In the financial statements contained in the Earnings Release and the Quarterly Summary, interest expense, total non-operating expense, loss before taxes, and net loss for the three and six months ended June 30, 2024 each were overstated by $3.3 million, basic and diluted net loss per share was overstated by $0.06 and $0.07 for the three and six months ended June 30, 2024, respectively, and additional paid-in capital and accumulated deficit were overstated by an offsetting, corresponding $3.3 million. Each of these items is correctly reported in the Company’s Quarterly Report. The revised accounting treatment did not impact the non-GAAP financial results as reported in the Earnings Release and the Quarterly Summary.

Financial statements reflecting the foregoing revisions to the financial information included in the Earnings Release and Quarterly Summary are attached to this Current Report on Form 8-K/A as Exhibit 99.1. The Earnings Release and Quarterly Summary have also been updated to reflect the foregoing revisions and are available on the Company’s website at investors.glaukos.com.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Updated Financial Statements of Glaukos Corporation for the second quarter ended June 30, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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)

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

Date: August 2, 2024

Exhibit 99.1

GLAUKOS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net sales	$	95,690	$	80,399	$	181,312	$	154,298
Cost of sales		22,550		20,103		42,808		38,174
Gross profit		73,140		60,296		138,504		116,124
Operating expenses:
Selling, general and administrative		66,188		53,137		128,163		106,787
Research and development		34,426		33,234		65,152		68,405
Acquired in-process research and development		2,500		3,000		14,229		3,000
Total operating expenses		103,114		89,371		207,544		178,192
Loss from operations		(29,974)		(29,075)		(69,040)		(62,068)
Non-operating expense:
Interest income		2,828		1,894		5,911		3,542
Interest expense		(3,354)		(3,399)		(6,804)		(6,807)
Charges associated with convertible senior notes		(18,012)		—		(18,012)		—
Other expense, net		(1,701)		(1,797)		(2,729)		(1,269)
Total non-operating expense		(20,239)		(3,302)		(21,634)		(4,534)
Loss before taxes		(50,213)		(32,377)		(90,674)		(66,602)
Income tax provision		331		435		708		836
Net loss	$	(50,544)	$	(32,812)	$	(91,382)	$	(67,438)

Basic and diluted net loss per share	$	(1.00)	$	(0.68)	$	(1.82)	$	(1.40)

Weighted average shares used to compute basic and diluted net loss per share		50,715		48,281		50,169		48,082

GLAUKOS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)


	June 30,		December 31,
	2024		2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	68,075	$	93,467
Short-term investments		193,589		201,964
Accounts receivable, net		51,217		39,850
Inventory		56,480		41,986
Prepaid expenses and other current assets		14,420		18,194
Total current assets		383,781		395,461
Restricted cash		4,733		5,856
Property and equipment, net		100,230		103,212
Operating lease right-of-use assets		26,430		27,146
Finance lease right-of-use asset		42,970		44,180
Intangible assets, net		275,673		282,956
Goodwill		66,134		66,134
Deposits and other assets		19,725		15,469
Total assets	$	919,676	$	940,414

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	11,560	$	13,440
Accrued liabilities		58,523		60,574
Total current liabilities		70,083		74,014
Convertible senior notes		56,692		282,773
Operating lease liability		29,912		30,427
Finance lease liability		70,009		70,538
Deferred tax liability, net		7,142		7,144
Other liabilities		20,678		13,752
Total liabilities		254,516		478,648

Stockholders' equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding		—		—
Common stock, $0.001 par value; 150,000 shares authorized; 54,852 and 49,148 shares issued and 54,824 and 49,120 shares outstanding as of June 30, 2024 and December 31, 2023, respectively		55		49
Additional paid-in capital		1,353,495		1,059,751
Accumulated other comprehensive income		2,191		1,165
Accumulated deficit		(690,449)		(599,067)
Less treasury stock (28 shares as of June 30, 2024 and December 31, 2023)		(132)		(132)
Total stockholders’ equity		665,160		461,766
Total liabilities and stockholders' equity	$	919,676	$	940,414

GLAUKOS CORPORATION

GAAP to Non-GAAP Reconciliations

(in thousands, except per share amounts and percentage data)

(unaudited)

	Q2 2024									Q2 2023
	GAAP			Adjustments			Non-GAAP			GAAP			Adjustments			Non-GAAP

Cost of sales	$	22,550		$	(5,523)	(a)	$	17,027		$	20,103		$	(5,523)	(a)	$	14,580

Gross Margin		76.4	%		5.8	%		82.2	%		75.0	%		6.9	%		81.9	%

Operating expenses:
Selling, general and administrative	$	66,188		$	(705)	(b)	$	65,483		$	53,137		$	(705)	(b)	$	52,432

Loss from operations	$	(29,974)		$	6,228		$	(23,746)		$	(29,075)		$	6,228		$	(22,847)

Non-operating expense:
Charges associated with convertible senior notes	$	(18,012)		$	18,012	(c)	$	—		$	—		$	—		$	—

Net loss	$	(50,544)		$	24,240	(d)	$	(26,304)		$	(32,812)		$	6,228	(d)	$	(26,584)

Basic and diluted net loss per share	$	(1.00)		$	0.48		$	(0.52)		$	(0.68)		$	0.13		$	(0.55)

(a)	Cost of sales adjustment related to amortization of developed technology intangible assets associated with the acquisition of Avedro, Inc. (Avedro) of $5.5 million.

(b)	Avedro acquisition-related amortization expense of customer relationship intangible assets of $0.7 million.

(c)	Expenses associated with the exchange of convertible senior notes, consisting of a non-cash inducement charge of $17.4 million and direct transaction costs of $0.6 million.

(d)	Includes total tax effect for non-GAAP pre-tax adjustments. For non-GAAP adjustments associated with the U.S., the tax effect is $0 given the Company's U.S. taxable loss positions in both 2024 and 2023.

GLAUKOS CORPORATION

GAAP to Non-GAAP Reconciliations

(in thousands, except per share amounts and percentage data)

(unaudited)

	Year-to-Date Q2 2024									Year-to-Date Q2 2023
	GAAP			Adjustments			Non-GAAP			GAAP			Adjustments			Non-GAAP
Cost of sales	$	42,808		$	(11,046)	(a)	$	31,762		$	38,174		$	(11,046)	(a)	$	27,128

Gross Margin		76.4	%		6.1	%		82.5	%		75.3	%		7.1	%		82.4	%

Operating expenses:
Selling, general and administrative	$	128,163		$	(1,410)	(b)	$	126,753		$	106,787		$	(1,410)	(b)	$	105,377

Loss from operations	$	(69,040)		$	12,456		$	(56,584)		$	(62,068)		$	12,456		$	(49,612)

Non-operating expense:
Charges associated with convertible senior notes	$	(18,012)		$	18,012	(c)	$	—		$	—		$	—		$	—

Net loss	$	(91,382)		$	30,468	(d)	$	(60,914)		$	(67,438)		$	12,456	(d)	$	(54,982)

Basic and diluted net loss per share	$	(1.82)		$	0.61		$	(1.21)		$	(1.40)		$	0.26		$	(1.14)

(a)	Cost of sales adjustment related to amortization of developed technology intangible assets associated with the acquisition of Avedro, Inc. (Avedro) of $11.0 million.

(b)	Avedro acquisition-related amortization expense of customer relationship intangible assets of $1.4 million.

(c)	Expenses associated with the exchange of convertible senior notes, consisting of a non-cash inducement charge of $17.4 million and direct transaction costs of $0.6 million.

(d)	Includes total tax effect for non-GAAP pre-tax adjustments. For non-GAAP adjustments associated with the U.S., the tax effect is $0 given the Company's U.S. taxable loss positions in both 2024 and 2023.


Reported Sales vs. Prior Periods (in thousands)
							Year-over-Year Percent Change					Quarter-over-Quarter Percent Change
	2Q 2024		2Q 2023		1Q 2024		Reported		Operations (1)		Currency (2)	Reported		Operations (1)		Currency (2)

International Glaucoma	$	26,131	$	22,305	$	25,238	17.1	%	21.0	%	(3.9%)	3.5	%	5.1	%	(1.6%)

Total Net Sales	$	95,690	$	80,399	$	85,622	19.0	%	20.1	%	(1.1%)	11.8	%	12.2	%	(0.4%)

(1)

Operational growth excludes the effect of translational currency

(2)

Calculated by converting the current period numbers using the prior period’s average foreign exchange rates

Document and Entity Information	Jul. 31, 2024
Document and Entity Information
Document Type	8-K/A
Document Period End Date	Jul. 31, 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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