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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

AVEDRO, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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LOGO   LOGO

PROXY STATEMENT OF AVEDRO, INC.

 

PROSPECTUS OF GLAUKOS CORPORATION

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

         You are cordially invited to attend a special meeting of the stockholders of Avedro, Inc., a Delaware corporation ("Avedro"), which will be held at 9:00 a.m. (Eastern Time), on November 19, 2019 at Avedro's principal executive offices, located at 201 Jones Road, Waltham, Massachusetts 02451 (the "Special Meeting").

         As previously announced, Avedro, Glaukos Corporation, a Delaware corporation ("Glaukos"), and Atlantic Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Glaukos ("Merger Sub"), have entered into an Agreement and Plan of Merger, dated as of August 7, 2019 (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into Avedro, with Avedro continuing as the surviving corporation (the "Merger"). The board of directors of Avedro unanimously approved and the board of directors of Glaukos (with Mr. Thomas W. Burns recusing himself) approved the Merger and related transactions.

         If the Merger is completed, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.00001, of Avedro ("Avedro Common Stock") that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive a number of shares of common stock, par value $0.001, of Glaukos ("Glaukos Common Stock") equal to the product of the number of shares of Avedro Common Stock multiplied by 0.365 (the "Exchange Ratio"). The Exchange Ratio is fixed and will not be adjusted to reflect changes in the price of Avedro Common Stock or Glaukos Common Stock prior to the closing of the Merger. No fractional shares will be issued in the Merger. Instead, Avedro stockholders will receive cash in lieu of any fractional shares. Based on the estimated number of shares of Avedro Common Stock and Glaukos Common Stock outstanding on October 15, 2019, the Record Date for the Special Meeting, Avedro and Glaukos estimate that, upon completion of the Merger, former Avedro stockholders and certain other Avedro equityholders will own approximately 15% of Glaukos on a fully diluted basis.

         At the Special Meeting, Avedro stockholders will be asked to vote on (i) a proposal to approve the Merger and adopt the Merger Agreement and the other transactions contemplated thereby (the "Merger proposal"), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by Avedro to its named executive officers and a certain named executive officer of Glaukos who is a former director of Avedro that is based on, or otherwise relates to, the Merger (the "compensation proposal") and (iii) a proposal to approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if sufficient votes to approve the Merger proposal have not been obtained by Avedro (the "adjournment proposal"). Information about the Special Meeting, the Merger and other related business to be considered by Avedro stockholders at the Special Meeting is included in this proxy statement/prospectus. We urge all Avedro stockholders to read this proxy statement/prospectus, including the annexes, and the Glaukos filings incorporated by reference into this proxy statement/prospectus carefully and in their entirety. In particular, we urge you to read carefully "Risk Factors" beginning on page 31 of this proxy statement/prospectus.

         Your vote is very important regardless of the number of shares of Avedro Common Stock that you own. The Merger cannot be completed without the approval of the Merger proposal by the affirmative vote of a majority of the outstanding shares of Avedro Common Stock.

         Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Special Meeting. If you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares on the Merger proposal, it will have the same effect as a vote against the Merger proposal. The board of directors of Avedro unanimously recommends that you vote "FOR" the Merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal.

         Shares of Avedro Common Stock are listed on the Nasdaq Global Market under the symbol "AVDR." Shares of Glaukos Common Stock are listed on the New York Stock Exchange under the symbol "GKOS." We urge you to obtain current market quotations for shares of Avedro Common Stock and Glaukos Common Stock.

         We appreciate your continued support and interest in Avedro.

    Sincerely yours,

 

 

/s/ REZA ZADNO

Reza Zadno, Ph.D.
President, Chief Executive Officer and Director
Avedro, Inc.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

         This proxy statement/prospectus is dated October 17, 2019 and is expected to be first mailed to Avedro stockholders on or about October 18, 2019.


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LOGO

Avedro, Inc.
201 Jones Road
Waltham, MA 02451

Notice of Special Meeting of Stockholders to be Held on November 19, 2019

Dear Avedro stockholders:

        We are pleased to invite you to attend the special meeting of the Avedro stockholders, which will be held at Avedro's principal executive offices, located at 201 Jones Road, Waltham, Massachusetts 02451, on November 19, 2019, at 9:00 a.m., (Eastern Time) (the "Special Meeting"), for the following purposes:

        Approval of the Merger proposal is required for completion of the Merger. Neither the compensation proposal nor the adjournment proposal is a condition to the obligations of Avedro or Glaukos to complete the Merger.

        Avedro will transact no other business at the Special Meeting except for the proposals set forth above. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the Special Meeting.

        At a meeting of the board of directors of Avedro (the "Avedro Board") held on August 7, 2019, the Avedro Board unanimously (i) determined that the transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of Avedro and the Avedro stockholders; (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement; and (iii) resolved to recommend the adoption of the Merger Agreement by the Avedro stockholders.

        The Avedro Board recommends that Avedro stockholders vote "FOR" the Merger proposal, "FOR" the compensation proposal and "FOR" the adjournment proposal.

        The Avedro Board has set October 15, 2019 as the record date (the "Record Date") for the Special Meeting. Only holders of record of shares of Avedro common stock, par value $0.00001 ("Avedro Common Stock"), at the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting and any adjournment thereof. A list of Avedro stockholders entitled to vote at the Special Meeting will be available for inspection at Avedro's principal executive offices, located at 201 Jones Road, Waltham, MA 02451, at least 10 days prior to the date of the Special Meeting for any purpose germane to the Special Meeting during ordinary business hours. The list will


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also be available at the Special Meeting for inspection by any Avedro stockholder present at the Special Meeting.

        Approval of the Merger proposal requires the affirmative vote of the majority of the outstanding shares of Avedro Common Stock. Approval of the compensation proposal requires the affirmative vote of a majority of the shares of Avedro Common Stock entitled to vote on such matter present at the Special Meeting in person, by remote communication, if applicable, or by proxy. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy. Abstentions will have the same effect as a vote against the Merger proposal, the compensation proposal and the adjournment proposal.

        Your vote is important. Whether or not you expect to attend the Special Meeting in person, we urge you to submit a proxy as promptly as possible to instruct the voting of your shares of Avedro Common Stock by (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Special Meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card provided to you by such bank, broker or other nominee.

    By Order of the Board of Directors,

 

 

/s/ REZA ZADNO

Reza Zadno, Ph.D.
President, Chief Executive Officer and Director
Avedro, Inc.

October 17, 2019
Waltham, MA

        PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD AND SUBMIT YOUR PROXY PROMPTLY. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT SUBMITTING A PROXY FOR YOUR SHARES OF AVEDRO COMMON STOCK, YOU SHOULD CONTACT GEORGESON LLC, AVEDRO'S PROXY SOLICITOR. AVEDRO STOCKHOLDERS PLEASE CALL TOLL-FREE AT (866) 413-5899.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        Glaukos Corporation has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Glaukos. Avedro, Inc. has supplied all information contained in this proxy statement/prospectus relating to Avedro. Glaukos and Avedro have both contributed to information relating to the Merger.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated October 17, 2019, and is based on information as of that date or such other date as may be noted. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any other date. You should not assume that the information contained in any document incorporated or deemed to be incorporated by reference herein is accurate as of any date other than the date of such document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this proxy statement/prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement/prospectus. Neither the mailing of this proxy statement/prospectus to the Avedro stockholders nor the taking of any actions contemplated hereby by Glaukos or Avedro at any time will create any implication to the contrary.

        Unless otherwise indicated or as the context otherwise requires, all references in this proxy statement/prospectus to:

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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about Glaukos from documents Glaukos has filed or will file with the SEC that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference in this proxy statement/prospectus by requesting them in writing or by telephone using the following contact information:

Glaukos Corporation
San Clemente, CA 92672
229 Avenida Fabricante
Attn: Investor Relations
(949) 481-0510

        In addition, if you have questions about the Merger or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please call Georgeson LLC, the proxy solicitor for Avedro, toll-free at (866) 413-5899. You will not be charged for any of these documents that you request.

        If you would like to request any documents, please do so no later than November 12, 2019, or the date that is five business days before the date of the Special Meeting, in order to receive timely delivery of such documents before the Special Meeting.

        For additional information on the documents incorporated by reference in this proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS

    1  

SUMMARY

    9  

SELECTED HISTORICAL FINANCIAL DATA OF GLAUKOS

    23  

SELECTED HISTORICAL FINANCIAL DATA OF AVEDRO

    25  

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

    27  

UNAUDITED COMPARATIVE PER SHARE INFORMATION

    28  

COMPARATIVE MARKET PRICE INFORMATION

    30  

RISK FACTORS

    31  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

    40  

THE COMPANIES

    42  

THE SPECIAL MEETING

    44  

BENEFICIAL STOCK OWNERSHIP OF AVEDRO DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN HOLDERS OF AVEDRO COMMON STOCK

    50  

PROPOSAL 1—ADOPTION OF THE MERGER AGREEMENT

    53  

PROPOSAL 2—COMPENSATION ARRANGEMENTS

    54  

PROPOSAL 3—ADJOURNMENTS OF THE SPECIAL MEETING

    55  

THE MERGER

    56  

Background of the Merger

   
56
 

Effects of the Merger

    62  

Glaukos Reasons for the Merger

    64  

Avedro Board Recommendation and Its Reasons for the Merger

    64  

Opinion of Financial Advisor to Avedro

    68  

Certain Information Provided by the Parties

    86  

Interests of Certain Persons in the Merger

    92  

Possible Change-in-Control Compensation

    95  

Indemnification; Directors' and Officers' Insurance

    97  

Regulatory Approvals

    97  

HSR Act

    98  

NYSE Listing of Glaukos Common Stock; De-Listing and Deregistration of Avedro Common Stock After the Merger

    98  

Exchange of Shares of Avedro Common Stock

    98  

Fractional Shares

    99  

No Appraisal Rights

    99  

Accounting Treatment of the Merger

    99  

Litigation Relating to the Merger

    99  

THE MERGER AGREEMENT

   
101
 

The Merger

   
101
 

Effective Time; Closing

    101  

Merger Consideration

    102  

Withholding

    103  

Dividends and Distributions

    103  

Conditions to the Merger

    104  

The Special Meeting

    107  

No Solicitation of Acquisition Proposals and Change of Recommendation

    107  

Efforts to Consummate the Merger; Regulatory Matters

    111  

Termination of the Merger Agreement

    113  

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  Page  

Termination Fee and Expenses

    114  

Conduct of Business Pending the Merger

    115  

Public Announcements

    118  

Access to Information; Confidentiality

    119  

Additional Agreements

    119  

Governance of the Surviving Corporation

    122  

Indemnification; Directors' and Officers' Insurance

    122  

Employee Benefit Matters

    123  

Representations and Warranties

    124  

Extension, Waiver and Amendment of the Merger Agreement

    126  

Stockholder Litigation

    126  

Governing Law; Jurisdiction; Waiver of Jury Trial

    126  

Specific Performance

    127  

THE VOTING AGREEMENTS

   
128
 

INFORMATION ABOUT AVEDRO

    129  

Avedro's Business

   
129
 

Management's Discussion and Analysis of Financial Condition and Results of Operations of Avedro

    188  

Risk Factors Relating to Avedro

    204  

DESCRIPTION OF GLAUKOS CAPITAL STOCK

   
263
 

COMPARISON OF RIGHTS OF HOLDERS OF GLAUKOS COMMON STOCK AND AVEDRO COMMON STOCK

    267  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

    277  

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

    280  

LEGAL MATTERS

    291  

EXPERTS

    291  

Glaukos

   
291
 

Avedro

    291  

WHERE YOU CAN FIND MORE INFORMATION

   
292
 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

    293  

FINANCIAL STATEMENTS OF AVEDRO

    294  

Annex A—Merger Agreement

    A-1  

Annex B—Form of Voting Agreement

    B-1  

Annex C—Opinion of Guggenheim Securities, LLC

    C-1  

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QUESTIONS AND ANSWERS

        The following section provides brief answers to certain questions that you may have regarding the Merger Agreement and the proposed Merger. Please note that this section does not address all issues that may be important to you as an Avedro stockholder. Accordingly, you should carefully read this entire proxy statement/prospectus, including each of the Annexes, and the documents that have been incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

Q:
Why have I received this proxy statement/prospectus?

A:
You are receiving this proxy statement/prospectus because you were a stockholder of record of Avedro on October 15, 2019, the Record Date for the Special Meeting. Glaukos and Avedro have agreed to the Merger of Glaukos and Avedro pursuant to an Agreement and Plan of Merger, dated as of August 7, 2019, among Glaukos, Avedro and Merger Sub, pursuant to which, among other things, Merger Sub will be merged with and into Avedro, with Avedro continuing as the Surviving Corporation. See "The Merger Agreement" beginning on page 101 of this proxy statement/prospectus for more information. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and incorporated herein by reference. Pursuant to the Merger Agreement, at the Effective Time, each issued and outstanding share of Avedro Common Stock will be automatically cancelled and converted into the right to receive a number of shares of Glaukos Common Stock equal to the product of the number of shares of Avedro Common Stock multiplied by the Exchange Ratio, with cash paid in lieu of fractional shares.

This proxy statement/prospectus serves as the proxy statement through which Avedro will provide its stockholders with important information regarding the Special Meeting, the Merger and the other transactions contemplated by the Merger Agreement and to solicit proxies to obtain the necessary stockholder approvals for approval of the Merger proposal and approval of the other proposals described herein. It also serves as the prospectus by which Glaukos will offer and issue shares of Glaukos Common Stock as Merger Consideration.

The Merger cannot be completed unless, among other things, Avedro stockholders approve the Merger proposal.

Q:
What will I receive for my shares of Avedro Common Stock in the Merger?

A:
In the Merger, each issued and outstanding share of Avedro Common Stock immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive a number of shares of Glaukos Common Stock equal to the product of the number of shares of Avedro Common Stock multiplied by the Exchange Ratio, with cash paid in lieu of fractional shares.

After the consummation of the Merger, Avedro stockholders will own shares of Glaukos Common Stock and will no longer own shares of Avedro Common Stock. See "The Merger Agreement" beginning on page 101 of this proxy statement/prospectus.

Q:
How will I receive the Merger Consideration to which I am entitled?

A:
After receiving the proper documentation from you, following the Effective Time of the Merger, the exchange agent will forward to you the Glaukos Common Stock and any cash in lieu of fractional shares to which you are entitled. For additional information about the exchange of shares of Glaukos Common Stock for shares of Avedro Common Stock, see "The Merger—Exchange of Shares of Avedro Common Stock" beginning on page 98 of this proxy statement/prospectus.

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Q:
What is the value of the Merger Consideration?

A:
The value of the Merger Consideration may fluctuate between the date of this proxy statement/prospectus and the completion of the Merger based upon the market value of Glaukos Common Stock. In the Merger, Avedro stockholders will receive the fixed amount of 0.365 shares of Glaukos Common Stock in exchange for each share of Avedro Common Stock. Any fluctuation in the market price of Glaukos Common Stock after the date of this proxy statement/prospectus will change the value of the shares of Glaukos Common Stock that Avedro stockholders will receive at the Effective Time of the Merger.

Based on the closing price of Glaukos Common Stock on the NYSE on August 7, 2019, the last trading day before the public announcement of the Merger Agreement, the Exchange Ratio represented approximately $26.68 in value for each share of Avedro Common Stock. Based on the closing price of Glaukos Common Stock on the NYSE on October 16, 2019, the last practicable trading day prior to the mailing of this proxy statement/prospectus, the Exchange Ratio represented approximately $23.30 in value for each share of Avedro Common Stock. We urge you to obtain current market quotations of Glaukos Common Stock and Avedro Common Stock.

Q:
Where will the shares of Glaukos Common Stock that I receive in the Merger be traded?

A:
Shares of Glaukos Common Stock are listed on the NYSE under the symbol "GKOS." Glaukos will apply to have the new shares of Glaukos Common Stock issued in the Merger listed on the NYSE upon consummation of the Merger.

Q:
What percentage of Glaukos Common Stock will Avedro stockholders own following the Merger?

A:
Based on the estimated number of shares of Avedro Common Stock and Glaukos Common Stock outstanding on October 15, 2019, the Record Date for the Special Meeting, Avedro and Glaukos estimate that, upon completion of the Merger, former Avedro stockholders and certain other Avedro equityholders will own approximately 15% of Glaukos on a fully diluted basis.

Q:
When and where is the Special Meeting?

A:
The Special Meeting will be held at 9:00 a.m. (Eastern Time), on November 19, 2019 at Avedro's principal executive offices, located at 201 Jones Road, Waltham, Massachusetts 02451. For additional information about the Special Meeting, see "The Special Meeting" beginning on page 44 of this proxy statement/prospectus.

Q:
What are the specific proposals on which I am being asked to vote at the Special Meeting?

A:
At the Special Meeting, Avedro stockholders will be asked to vote on the following proposals:

Proposal 1—Merger Proposal.  To approve the Merger and adopt the Merger Agreement and the other transactions contemplated thereby.

Proposal 2—Compensation Proposal.  To approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by Avedro to its named executive officers and a certain named executive officer of Glaukos who is a former director of Avedro, that is based on, or otherwise relates to, the Merger.

Proposal 3—Adjournment Proposal.  To approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if sufficient votes to approve the Merger proposal have not been obtained by Avedro.

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Q:
How does the Avedro Board recommend that Avedro stockholders vote?

A.
At a meeting of the Avedro Board held on August 7, 2019, the Avedro Board unanimously (i) determined that the transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of Avedro and the Avedro stockholders; (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement; and (iii) resolved to recommend the adoption of the Merger Agreement by the Avedro stockholders.

The Avedro Board unanimously recommends that you vote "FOR" each of the Merger proposal, the compensation proposal and the adjournment proposal.

See "The Merger—Avedro Board Recommendation and Its Reasons for the Merger" beginning on page 64 of this proxy statement/prospectus.

Q:
Are any Avedro stockholders already committed to vote in favor of the proposals?

A.
Yes. Pursuant to the Voting Agreements, each Voting Agreement Stockholder (who collectively own, in the aggregate, approximately 42% of the issued and outstanding shares of Avedro Common Stock as of the date of this proxy statement/prospectus) has agreed to vote the shares of Avedro Common Stock owned and/or controlled by such Voting Agreement Stockholder in favor of, among other things, the adoption of the Merger Agreement and approval of the consummation of the Merger. Such obligation necessarily requires that each Voting Agreement Stockholder vote in favor of the Merger proposal. For more information, see "The Voting Agreements" beginning on page 128 of this proxy statement/prospectus.

Q:
What is a quorum for purposes of the Special Meeting?

A.
A quorum of outstanding shares of Avedro Common Stock is necessary to take action at the Special Meeting. Holders of a majority of the outstanding shares of Avedro Common Stock entitled to vote as of the Record Date must be present, in person, by remote communication, if applicable, or by proxy, at the Special Meeting to constitute a quorum and to conduct business at the Special Meeting.

Q:
Who can vote at the Special Meeting?

A:
Stockholders of record who owned Avedro Common Stock at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Special Meeting. On the Record Date, there were 17,520,243 shares of Avedro Common Stock outstanding and entitled to vote at the Special Meeting.

Q:
How many votes do I have if I am an Avedro stockholder?

A:
Each share of Avedro Common Stock that you owned at the close of business on the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank or other nominee, entitles you to one vote on each proposal to be presented at the Special Meeting.

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Q:   How many votes are required to approve each proposal?

A:

 


 

Proposal 1—Merger Proposal. Approval requires the affirmative vote of a majority of the outstanding shares of Avedro Common Stock. Abstentions and will have the same effect as a vote against the Merger proposal. In addition, if you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, it will have the same effect as a vote against the Merger Proposal.

 

 


 

Proposal 2—Compensation Proposal. Approval requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy, entitled to vote on the matter. Abstentions will have the same effect as a vote against the compensation proposal. If you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted in determining the outcome of the compensation proposal.

 

 


 

Proposal 3—Adjournment Proposal. Approval requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy. Abstentions will have the same effect as a vote against the adjournment proposal. If you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted in determining the outcome of the adjournment proposal.
Q:
What will happen if all of the proposals to be considered at the Special Meeting are not approved?

A.
Approval of the Merger proposal by the Avedro stockholders is a condition to the completion of the Merger. As a result, if such approval is not obtained, the Merger will not be completed. Approval of the compensation proposal or the adjournment proposal is not a condition to the completion of the Merger.

Q:
Why am I being asked to consider and vote on the compensation proposal?

A.
Under SEC rules, Avedro is required to seek a non-binding, advisory vote with respect to the compensation that will or may be paid by Avedro to its named executive officers that is based on, or otherwise relates to, the Merger.

Q:
What happens if the compensation proposal is not approved?

A.
Approval of the compensation proposal is not a condition to the completion of the Merger. The vote is a non-binding, advisory vote. If the Merger is completed, Avedro will be obligated to pay all or a portion of this compensation to its named executive officers and a certain named executive officer of Glaukos who is a former director of Avedro in connection with the Merger or certain terminations or cessations of employment following the Merger, even if Avedro stockholders fail to approve the compensation proposal.

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Q.
Who can attend the Special Meeting?

A.
Stockholders of record, or their duly authorized proxies, may attend the Special Meeting. If you are not a stockholder of record, you must obtain a proxy executed in your favor from the record holder of your shares to be able to vote in person at the Special Meeting. For more information on attendance requirements for the Special Meeting, see "The Special Meeting" beginning on page 44 of this proxy statement/prospectus.

Q.
How do I vote my shares?

A.
Stockholders of Record. If you are an Avedro stockholder of record, you may submit a proxy by mail, by telephone or over the Internet to instruct the voting of your shares of Avedro Common Stock at the Special Meeting or you may vote your shares of Avedro Common Stock in person at the Special Meeting.

Voting by Telephone or over the Internet.  To submit a proxy by telephone or over the Internet, please follow the instructions included on your proxy card. If you submit a proxy by telephone or over the Internet, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate and you do not need to complete and mail a proxy card.

Voting by Mail.  By completing and signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate.

Voting in Person at the Meeting.  If your shares of Avedro Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting.

Beneficial Owners.    If your shares of Avedro Common Stock are held in an account at a brokerage firm, bank or other nominee, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. If your shares are held in an account at a broker, bank or other nominee, you must obtain a proxy executed in your favor from such broker, bank or other nominee to be able to vote in person at the Special Meeting.

Q.
Can I change my vote after I have delivered my proxy?

A.
If you are an Avedro stockholder of record, you may revoke your proxy at any time before it is voted at the Special Meeting. To revoke your proxy, you must:

submit a new proxy by telephone or over the Internet by 11:59 p.m., Eastern Time, on November 18, 2019;

sign and return another proxy card, which must be received by 11:59 p.m., Eastern Time, on November 18, 2019;

provide written notice of the revocation to Avedro's Secretary at: Avedro, Inc., Attention: General Counsel and Secretary, 201 Jones Road, Waltham, MA 02451, which must be received by 11:59 p.m., Eastern Time, on November 18, 2019; or

attend the Special Meeting and vote in person.

If you are the beneficial owner of shares held in "street name" by a broker, bank or other nominee, you should follow the instructions provided by your bank, broker or other nominee regarding the revocation of proxies.

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Q.
What if I receive more than one proxy card?

A.
If you receive more than one proxy card, it is an indication that your shares of Avedro Common Stock are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares of Avedro Common Stock are voted.

Q.
What happens if I transfer shares of Avedro Common Stock before the Special Meeting?

A.
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date that the Merger is expected to be completed. If you transfer your Avedro Common Stock after the Record Date but before the Special Meeting, you will retain your right to vote at the Special Meeting. However, you will have transferred the right to receive the Merger Consideration in the Merger. In order to receive the Merger Consideration, you must hold your Avedro Common Stock through the Effective Time of the Merger.

Q.
How will Avedro's outstanding Warrants be treated in the Merger?

A.
At the Effective Time, each warrant to purchase shares of Avedro Common Stock (an "Avedro Warrant") (or portion thereof) issued in favor of Hercules Technology III, L.P. and OrbiMed Royalty Opportunities II, LP ("OrbiMed") that is outstanding and unexercised immediately prior to the Effective Time will be assumed by Glaukos and converted into a warrant (an "Assumed Warrant") to purchase a number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro Warrant multiplied by the Exchange Ratio. The per share exercise price for the Glaukos Common Stock issuable upon exercise of such Assumed Warrant will be equal (rounded up to the nearest whole cent) to the per share exercise price of such Avedro Warrant immediately prior to the Effective Time divided by the Exchange Ratio. Except as provided above, each Assumed Warrant will be subject to the same terms and conditions (including expiration date and exercise provisions) as the corresponding Avedro Warrant immediately prior to the Effective Time.

Further, at the Effective Time, each Avedro Warrant (other than Avedro Warrants that are being converted into Assumed Warrants, as discussed in the foregoing paragraph) that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive a number of shares of Glaukos Common Stock equal to (i) the number of shares of Avedro Common Stock subject to such Avedro Warrant multiplied by the Exchange Ratio minus (ii) the quotient obtained by dividing the aggregate exercise price of such Avedro Warrant by the Glaukos Trading Price. Holders of such cancelled and converted Avedro Warrants that would otherwise have been entitled to receive a fraction of a share of Glaukos Common Stock will receive, in lieu of any such fractional share, cash (rounded down to the nearest whole cent and without interest) in an amount equal to such fractional amount multiplied by the Glaukos Trading Price. After the Effective Time, each holder of an Assumed Warrant or a cancelled and converted Avedro Warrant will cease to have any rights to acquire Avedro Common Stock or any other Avedro capital stock.

Q.
How will Avedro's outstanding equity awards be treated in the Merger?

A.
Stock Options.    At the Effective Time, each outstanding and unexercised option to purchase Avedro Common Stock, whether vested or unvested, immediately prior to the Effective Time (an "Avedro Stock Option") will be assumed by Glaukos and converted into an option (an "Assumed Stock Option") to purchase a number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro Stock Option immediately prior to the Effective Time multiplied by the

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Q.
Are Glaukos stockholders voting on the Merger?

A.
No. No vote of Glaukos' stockholders is required to complete the Merger.

Q.
When is the Merger expected to be completed?

A.
Glaukos and Avedro are working toward completing the Merger as expeditiously as possible and currently expect the Merger to be completed in the fourth quarter of 2019. However, Glaukos and Avedro cannot be certain when, or if, the conditions to the Merger will be satisfied or waived, or that the Merger will be completed.

Q.
Are there risks associated with the Merger that I should consider in deciding how to vote?

A.
Yes. There are a number of risks related to the Merger and the other transactions contemplated by the Merger Agreement that are discussed in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus. Please read carefully the detailed description of the risks described in "Risk Factors" beginning on page 31 of this proxy statement/prospectus and "Information About Avedro—Risk Factors Relating to Avedro" beginning on page 204 of this proxy statement/prospectus.

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Q.
Am I entitled to appraisal rights?

A.
No. Under the DGCL, the holders of Avedro Common Stock are not entitled to appraisal rights in connection with the Merger.

Q.
What are the material U.S. federal income tax consequences of the Merger to U.S. holders of Avedro Common Stock?

A.
Glaukos and Avedro intend that, for U.S. federal income tax purposes, the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. The obligations of each of Glaukos and Avedro to consummate the Merger are conditioned upon the receipt by each of them of an opinion dated as of the closing date of the Merger, that the Merger will qualify for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. Glaukos will receive such opinion from its counsel, O'Melveny. Avedro will receive such opinion from its counsel, Cooley. These opinions will be based on customary assumptions and on representations, warranties and covenants of officers of Glaukos, Avedro and any of their respective affiliates and representatives, as appropriate. If any of the assumptions, representations, warranties or covenants is incorrect, incomplete or inaccurate or is violated, the validity of the opinions described above may be affected and the U.S. federal income tax consequences of the Merger could differ, perhaps substantially, from those described in this proxy statement/prospectus. Assuming the Merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Code, U.S. holders of Avedro Common Stock are not expected to recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Avedro Common Stock for shares of Glaukos Common Stock in the Merger, except with respect to cash received in lieu of fractional shares.

Please carefully review the information set forth in "Material U.S. Federal Income Tax Consequences" beginning on page 277 of the proxy statement/prospectus for a more complete description of the material U.S. federal income tax consequences of the Merger. The tax consequences to you of the Merger will depend on your particular facts and circumstances. Please consult your own tax advisors as to the specific tax consequences to you of the Merger.

Q.
What happens if the Merger is not completed?

A.
If the Merger is not completed, Avedro stockholders will not receive any consideration for their shares of Avedro Common Stock. Instead, Avedro and Glaukos will remain independent public companies, and shares of Avedro Common Stock and Glaukos Common Stock will continue to be independently listed and traded on Nasdaq and the NYSE, respectively. Under certain circumstances, in the event the Merger Agreement is terminated pursuant to its terms, Avedro may be required to pay Glaukos a termination fee. Also, in the event the Merger Agreement is terminated for a party's breach of the Merger Agreement, Avedro and Glaukos may be required to reimburse the other party for certain expenses in connection with the Merger Agreement and the transactions contemplated thereby. The termination fees and reimbursement expenses are described in more detail in "The Merger Agreement—Termination Fee and Expenses" beginning on page 114 of this proxy statement/prospectus.

Q.
Who can help answer my questions?

A.
If you are an Avedro stockholder and have any questions about the Merger or how to submit your proxy or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the firm assisting us with the solicitation:

Georgeson, LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Call Toll-free: (866) 413-5899

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SUMMARY

        This summary highlights selected information described in more detail elsewhere in this proxy statement/prospectus and the documents incorporated herein by reference and may not contain all of the information that is important to you. To understand the Merger and the other matters to be voted on by Avedro stockholders at the Special Meeting more fully, and to obtain a more complete description of the terms of the Merger Agreement, you should carefully read this entire proxy statement/prospectus, including the Annexes, and the documents to which Glaukos and Avedro refer you. You should also read and consider the information about Glaukos in the documents incorporated by reference in this proxy statement/prospectus described under "Incorporation of Certain Information by Reference" beginning on page 293, as well as the additional information described under "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus. Glaukos and Avedro have included page references parenthetically to direct you to a more complete description of the topics presented in this summary.

        Defined terms used in this summary but not otherwise defined shall have the meanings set forth in "The Merger" beginning on page 56 of this proxy statement/prospectus.

The Companies (see page 42)

Avedro, Inc.

        Avedro is a leading hybrid ophthalmic pharmaceutical and medical technology company focused on treating corneal disease and disorders and improving vision to reduce dependency on eyeglasses or contact lens. Avedro's proprietary bio-activated pharmaceuticals strengthen, stabilize, and reshape the cornea to treat corneal ectatic disorders and correct refractive conditions. Avedro's suite of single-use drug formulations are applied to the cornea and bio-activated to induce a reaction called corneal collagen cross-linking ("corneal cross-linking").

        Avedro Common Stock is listed on Nasdaq under the symbol "AVDR."

        Avedro's current contact information is as follows:

Avedro, Inc.
201 Jones Road
Waltham, MA 02451
Telephone: (844) 528-3376

        Additional information about Avedro and its subsidiaries can be found under "Information About Avedro" beginning on page 129 of this proxy statement/prospectus and "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus.

Glaukos Corporation

        Glaukos is an ophthalmic medical technology and pharmaceutical company focused on the development and commercialization of novel therapies designed to treat glaucoma, corneal disorders and retinal diseases. Glaukos developed Micro-Invasive Glaucoma Surgery ("MIGS") to address the shortcomings of traditional glaucoma treatment options. MIGS procedures involve the insertion of a micro-scale device or drug delivery system from within the eye's anterior chamber through a small corneal incision. Glaukos' MIGS devices are designed to reduce intraocular pressure ("IOP") by restoring the natural outflow pathways for aqueous humor. Glaukos' MIGS drug delivery systems are designed to reduce IOP by continuously eluting a glaucoma drug from within the eye, potentially providing sustained pharmaceutical therapy for extended periods of time. Glaukos intends to leverage its capabilities to build a portfolio of micro-scale surgical and pharmaceutical therapies in corneal health and retinal disease as well.

        Glaukos Common Stock is listed on the NYSE under the symbol "GKOS."

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        Glaukos' current contact information is as follows:

Glaukos Corporation
229 Avenida Fabricante
San Clemente, California 92672
Telephone: (949) 367-9600

        Additional information about Glaukos and its subsidiaries is included in the documents incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

Atlantic Merger Sub, Inc.

        Merger Sub, a Delaware corporation and a wholly owned subsidiary of Glaukos, was organized solely for the purpose of entering into the Merger Agreement and completing the Merger and other transactions contemplated by the Merger Agreement. Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist, with Avedro surviving the Merger as a wholly owned subsidiary of Glaukos under the name "Avedro, Inc."

        Merger Sub's current contact information is as follows:

Glaukos Corporation
229 Avenida Fabricante
San Clemente, California 92672
Telephone: (949) 367-9600

The Merger (see page 56)

        The Avedro Board has unanimously approved and the Glaukos Board has approved (with Mr. Thomas W. Burns recusing himself) the Merger Agreement, pursuant to which Merger Sub, a wholly owned subsidiary of Glaukos, will merge with and into Avedro, with Avedro surviving the Merger. As a result of the Merger, Avedro will become a wholly owned subsidiary of Glaukos. Based on the estimated number of shares of Avedro Common Stock and Glaukos Common Stock outstanding on October 15, 2019, the Record Date for the Special Meeting, Avedro and Glaukos estimate that, upon completion of the Merger, former Avedro stockholders and certain other Avedro equityholders will own approximately 15% of Glaukos on a fully diluted basis.

        At the Special Meeting to be held at 9:00 a.m. (Eastern Time), on November 19, 2019, at Avedro's principal executive offices, located at 201 Jones Road, Waltham, Massachusetts 02451, you will be asked to consider and vote upon the Merger proposal, the compensation proposal and the adjournment proposal.

        Avedro stockholders are receiving this proxy statement/prospectus in connection with Avedro's solicitation of proxies for the Special Meeting.

The Merger Agreement (see page 101)

        A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. Glaukos and Avedro encourage you to read the entire Merger Agreement carefully because it is the principal document governing the Merger.

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Merger Consideration (see page 102)

        At the Effective Time, each share of Avedro Common Stock (other than shares of Avedro Common Stock owned by Glaukos, Merger Sub, Avedro or any direct or indirect, wholly owned subsidiary of Avedro or Glaukos) issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive a number of shares of Glaukos Common Stock equal to the product of the number of shares of Avedro Common Stock multiplied by the Exchange Ratio. No fractional shares of Glaukos Common Stock will be issued in the Merger and Avedro's stockholders will receive cash in lieu of any fractional share.

        Based on the closing price of shares of Glaukos Common Stock on the NYSE on October 16, 2019, the last practicable trading day before the mailing of this proxy statement/prospectus, the Merger Consideration represented $23.30 in value for each share of Avedro Common Stock.

Information About the Special Meeting (see page 44)

        The Special Meeting will be held at 9:00 a.m. (Eastern Time), on November 19, 2019, at Avedro's principal executive offices, located at 201 Jones Road, Waltham, Massachusetts 02451.

        Holders of record of Avedro Common Stock at the close of business on the Record Date will be entitled to notice of, and will be asked to consider and vote at, the Special Meeting with regard to the following proposals:

    the Merger proposal;

    the compensation proposal; and

    the adjournment proposal.

        On the Record Date, there were 17,520,243 shares of Avedro Common Stock outstanding and entitled to vote at the Special Meeting, held by approximately 78 holders of record. Each share of Avedro Common Stock issued and outstanding on the Record Date is entitled to one vote on each proposal to be voted upon at the Special Meeting.

        Completion of the Merger is conditioned on the approval by Avedro stockholders of the Merger proposal. Approval of the Merger proposal requires the affirmative vote of a majority of the outstanding shares of Avedro Common Stock. Approval of the compensation proposal requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy, and entitled to vote on the matter. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy.

Glaukos Reasons for the Merger (see page 64)

        The Glaukos Board delegated responsibility to a special committee of the Glaukos Board (the "Special Committee") to evaluate a potential transaction with Avedro. Among other things, the Special Committee unanimously recommended that the Glaukos Board adopt, approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the issuance of Glaukos Common Stock as Merger Consideration, and such other agreements, instruments and documents as are contemplated by the Merger Agreement, including the Voting Agreements. The Special Committee also determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are fair to and in the best interests of Glaukos, Merger Sub and their respective stockholders. The members of the Special Committee are Mark J. Foley, David F. Hoffmeister, William J. Link, Marc A. Stapley and Aimee S. Weisner, each of whom the Glaukos Board previously determined is an independent director under the rules of the NYSE.

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        Upon such recommendation from the Special Committee, and after consultation with members of Glaukos' management, the Glaukos Board (with Mr. Thomas W. Burns recusing himself) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the issuance of Glaukos Common Stock as Merger Consideration, and determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are fair to and in the best interests of Glaukos, Merger Sub and their respective stockholders. The Glaukos Board also considered the fact that it believed the Merger will be an ideal fit for Glaukos' core strengths in creating ophthalmic markets with novel therapies that address important unmet clinical needs of practitioners and patients as a result of Avedro having in place many of the same strategic attributes Glaukos used to pioneer MIGS, including proprietary solutions, extensive clinical validation, broad reimbursement and first-to-market status. The Glaukos Board believes that the combined organization can possess the essential expertise, scale and reach to maximize these opportunities, drive further commercialization of Avedro's bio-activated pharmaceuticals and establish another synergistic and durable Glaukos franchise to fuel potential near- and long-term growth and shareholder value.

Avedro Board Recommendation and Its Reasons for the Merger (see page 64)

        At a special meeting held on August 7, 2019, among other things, the Avedro Board unanimously (i) determined that the transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of Avedro and the Avedro stockholders; (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement; and (iii) resolved to recommend the adoption of the Merger Agreement by the Avedro stockholders.

        For the factors considered by the Avedro Board in reaching its decision to approve the Merger Agreement, see "The Merger—Avedro Board Recommendation and Its Reasons for the Merger" beginning on page 64 of this proxy statement/prospectus.

Opinion of Financial Advisor to Avedro (see page 68)

        Avedro retained Guggenheim Securities as its financial advisor in connection with the potential sale of Avedro. Guggenheim Securities delivered an opinion to the Avedro Board to the effect that, as of August 7, 2019 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio in connection with the Merger was fair, from a financial point of view, to the holders of Avedro Common Stock (excluding Glaukos and its affiliates). The full text of Guggenheim Securities' written opinion, dated as of August 7, 2019, which is attached as Annex C to this proxy statement/prospectus and which you should read carefully and in its entirety, is subject to the assumptions, limitations, qualifications and other conditions contained in such opinion and is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. The description set forth below is qualified in its entirety by reference to the full text of the opinion.

        Guggenheim Securities' opinion was provided to the Avedro Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Exchange Ratio. Guggenheim Securities' opinion and any materials provided in connection therewith did not constitute a recommendation to the Avedro Board with respect to the Merger, nor does Guggenheim Securities' opinion or the summary of its underlying financial analyses elsewhere in this proxy statement/prospectus constitute advice or a recommendation to any holder of Avedro Common Stock as to how to vote or act in connection with the Merger. Guggenheim Securities' opinion addresses only the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to the holders of Avedro Common Stock (excluding Glaukos and its affiliates) to the extent expressly specified in such opinion and does not address any other term, aspect or implication of the Merger (including, without limitation, the form or structure of the Merger), the Merger Agreement or any

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other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or any financing or other transactions related thereto.

        For a description of the opinion that the Avedro Board received from Guggenheim Securities, see "The Merger—Opinion of Financial Advisor to Avedro" beginning on page 68 of this proxy statement/prospectus.

Treatment of Avedro Stock Options, Avedro RSUs, Avedro ESPP Purchases and Avedro Warrants (see page 102)

Avedro Stock Options

        At the Effective Time, each Avedro Stock Option will be assumed by Glaukos and converted into an Assumed Stock Option to purchase a number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio. The per share exercise price for the Glaukos Common Stock issuable upon exercise of such Assumed Stock Option will be equal (rounded up to the nearest whole cent) to the per share exercise price of Avedro Common Stock applicable to such Avedro Stock Option immediately prior to the Effective Time divided by the Exchange Ratio. Except as provided above, each Assumed Stock Option will be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as the corresponding Avedro Stock Option immediately prior to the Effective Time. After the Effective Time, each Assumed Stock Option will no longer represent the right to acquire Avedro Common Stock.

Avedro RSUs

        At the Effective Time, each outstanding Avedro RSU (but excluding any Avedro RSU that becomes vested prior to or as a result of the consummation of the Merger and is settled in shares of Avedro Common Stock that converts into the right to receive the Merger Consideration) will be assumed by Glaukos and converted into the right to receive the number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro RSU immediately prior to the Effective Time multiplied by the Exchange Ratio. Except as provided above, each Assumed RSU will be subject to the same terms and conditions (including vesting, payment and withholding provisions) as the corresponding Avedro RSU immediately prior to the Effective Time. After the Effective Time, each Assumed RSU will no longer represent the right to acquire Avedro Common Stock.

        At the Effective Time, Glaukos will assume all of Avedro's obligations under its employee stock plans in respect of Avedro Stock Options and Avedro RSUs, and any outstanding awards and obligations under such agreements. Promptly after the Effective Time (no longer than 5 business days), Glaukos will file or will otherwise have available a registration statement on Form S-8 (or other appropriate form) with respect to the shares of Glaukos Common Stock subject to the Assumed Stock Options and Assumed RSUs.

Avedro Employee Stock Purchase Plan

        Any offering period in progress under the ESPP will be terminated on the Final Exercise Date. On the Final Exercise Date, the funds credited for each participant under the ESPP as of the Final Exercise Date will be used to purchase shares of Avedro Common Stock in accordance with the terms of the ESPP, and each share of Avedro Common Stock purchased under the ESPP that is outstanding at the Effective Time will be cancelled and converted into the right to receive (less any applicable withholding taxes) the Merger Consideration. Any funds credited to a participant under the ESPP that

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are not used to purchase shares of Avedro Common Stock in accordance with the terms and conditions of the ESPP will be refunded (without interest) to such participant as promptly as practicable following the Effective Time. No further share purchase rights will be granted or exercised under the ESPP after the Final Exercise Date. The ESPP will be terminated as of the Effective Time.

Avedro Warrants

        At the Effective Time, each Avedro Warrant (or portion thereof) issued in favor of Hercules Technology III, L.P. and OrbiMed that is outstanding and unexercised immediately prior to the Effective Time will be assumed by Glaukos and converted into an Assumed Warrant to purchase a number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio. The per share exercise price for the Glaukos Common Stock issuable upon exercise of such Assumed Warrant will be equal (rounded up to the nearest whole cent) to the per share exercise price of such Avedro Warrant immediately prior to the Effective Time divided by the Exchange Ratio. Except as provided above, each Assumed Warrant will be subject to the same terms and conditions (including expiration date and exercise provisions) as the corresponding Avedro Warrant immediately prior to the Effective Time.

        Further, at the Effective Time, each Avedro Warrant (other than Avedro Warrants that are being converted into Assumed Warrants, as discussed in the foregoing paragraph) that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive a number of shares of Glaukos Common Stock equal to (i) the number of shares of Avedro Common Stock subject to such Avedro Warrant multiplied by the Exchange Ratio minus (ii) the quotient obtained by dividing the aggregate exercise price of such Avedro Warrant by the Glaukos Trading Price. Holders of such cancelled and converted Avedro Warrants that would otherwise have been entitled to receive a fraction of a share of Glaukos Common Stock will receive, in lieu of any such fractional share, cash (rounded down to the nearest whole cent and without interest) in an amount equal to such fractional amount multiplied by the Glaukos Trading Price. After the Effective Time, each holder of an Assumed Warrant or a cancelled and converted Avedro Warrant will cease to have any rights to acquire Avedro Common Stock or any other Avedro capital stock.

        For more information, see "The Merger Agreement—Merger Consideration—Treatment of Avedro Stock Options, Avedro RSUs, Avedro ESPP Purchases and Avedro Warrants" beginning on page 102 of this proxy statement/prospectus.

Interests of Avedro Directors and Executive Officers in the Merger (see page 92)

        In considering the information described in this proxy statement/prospectus, you should be aware that Avedro's executive officers and directors may have interests in the Merger that are or were different from, or in conflict with or be in addition to, those of Avedro's stockholders generally. In addition to the rights described below in this section, the executive officers of Avedro may be eligible to receive some of the generally applicable benefits described under "The Merger Agreement—Employee Benefits Matters" beginning on page 123 of this proxy statement/prospectus. The Avedro Board was aware of and considered these interests, among other matters, in evaluating and reaching its decision to approve the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement and in recommending that Avedro stockholders vote for the Merger proposal. See "The Merger—Interests of Certain Persons in the Merger" beginning on page 92 of this proxy statement/prospectus.

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The Voting Agreements (see page 128)

        In connection with entering into the Merger Agreement, Glaukos entered into the Voting Agreements with each of the Voting Agreement Stockholders. Pursuant to the Voting Agreements, each Voting Agreement Stockholder has agreed to vote the shares of Avedro Common Stock owned and/or controlled by such Voting Agreement Stockholder in favor of, among other things, adoption of the Merger proposal, approval of the Merger, adoption of the Merger Agreement and approval of any other transaction pursuant to or contemplated by the Merger Agreement.

        The Voting Agreement Stockholders together beneficially own, in the aggregate, approximately 42% of the issued and outstanding shares of Avedro Common Stock as of the date of this proxy statement/prospectus. However, if the Avedro Board makes an Avedro Change of Recommendation in connection with an Intervening Event in accordance with the Merger Agreement, the number of shares of Avedro Common Stock subject to the voting obligations in each Voting Agreement will be decreased on a pro rata basis such that the aggregate amount of shares of Avedro Common Stock subject to such voting obligations will represent 30% of the issued and outstanding shares of Avedro Common Stock rather than 42%.

        Each Voting Agreement terminates upon the earliest to occur of (i) the Effective Time, (ii) the date the Avedro Board makes an Avedro Change of Recommendation in respect of an Avedro Takeover Proposal in accordance with the Merger Agreement, (iii) the termination of the Merger Agreement in accordance with its terms, and (iv) the mutual written agreement of Glaukos and the applicable Voting Agreement Stockholder.

        For more information, see "The Voting Agreements" beginning on page 128 of this proxy statement/prospectus.

Conditions to the Merger (see page 104)

        The obligations of Glaukos, Merger Sub and Avedro to effect the Merger are subject to the satisfaction or waiver of certain conditions, including the following:

    the affirmative vote of the holders of a majority of the shares of Avedro Common Stock outstanding as of the Record Date to approve the Merger and adopt the Merger Agreement and the transactions contemplated thereby;

    no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing, prohibiting, restraining, enjoining or rendering illegal the consummation of the Merger or the other transactions contemplated by the Merger Agreement having been issued and continuing in effect;

    no applicable law of a governmental authority of competent jurisdiction being in effect prohibiting or rendering illegal the consummation of the Merger or the other transactions contemplated by the Merger Agreement;

    any applicable waiting period (or extensions thereof) under the HSR Act relating to the transactions contemplated by the Merger Agreement must have expired or been terminated (early termination of the waiting period under the HSR Act was granted on August 28, 2019) and all pre-closing approvals or clearances required under the HSR Act must have been obtained; and

    the registration statement of which this proxy statement/prospectus forms a part must be declared effective by the SEC under the Securities Act with no stop order suspending such effectiveness issued by the SEC remaining in effect and no proceedings for that purpose initiated or threatened in writing by the SEC.

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        In addition, Glaukos' and Merger Sub's obligations to effect the Merger are subject to the satisfaction or waiver of certain other conditions, including the following:

    the accuracy of the representations and warranties of Avedro, subject to certain materiality standards;

    Avedro must have performed in all material respects all obligations required to be performed by it;

    since the date of the Merger Agreement, there must not have been any change or event that, individually or in the aggregate, has had or would reasonably be expected to have an Avedro Material Adverse Effect that is continuing;

    Glaukos must have received the written opinion of O'Melveny that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code; and

    Glaukos must have received a certificate to the effect that the aforementioned four conditions have been satisfied.

        In addition, Avedro's obligations to effect the Merger are subject to the satisfaction or waiver of certain other conditions, including the following:

    the accuracy of the representations and warranties of Glaukos and Merger Sub, subject to certain materiality standards;

    Glaukos and Merger Sub must have performed in all material respects all obligations required to be performed by it;

    since the date of the Merger Agreement, there must not have been any change or event that, individually or in the aggregate, has had or would reasonably be expected to have a Glaukos Material Adverse Effect that is continuing;

    Avedro must have received the written opinion of Cooley that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code;

    Avedro must have received a certificate to the effect that the aforementioned four conditions have been satisfied; and

    the shares of Glaukos Common Stock issuable as Merger Consideration must have been approved for listing on the NYSE.

        For more information, see "The Merger Agreement—Conditions to the Merger" beginning on page 104 of this proxy statement/prospectus.

Efforts to Consummate the Merger; Regulatory Matters (see page 111)

        Glaukos and Avedro have agreed to use reasonable best efforts to cause the closing of the Merger to occur by the Termination Date, including using reasonable best efforts to take all actions reasonably necessary to comply promptly with all applicable legal requirements and national securities exchange requirements.

        In addition, each of Glaukos and Avedro agreed to, as promptly as practicable but in no event later than ten business days after the date of the Merger Agreement, file or cause to be filed with the FTC and the DOJ any necessary filings under the HSR Act and provide any supplemental information that may be reasonably requested by applicable governmental authorities. Glaukos and Avedro must also use their reasonable best efforts to obtain any clearance required under the HSR Act to consummate the transactions contemplated by the Merger Agreement, including a request for early

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termination of the waiting period under the HSR Act. Glaukos was responsible for paying the fees in connection with the HSR Act filings.

        On August 15, 2019, Glaukos and Avedro filed their respective notification and report forms under the HSR Act with the Antitrust Division of the DOJ and the FTC. On August 28, 2019, the FTC granted early termination of the waiting period under the HSR Act.

        For more information, see "The Merger Agreement—Efforts to Consummate the Merger; Regulatory Matters" beginning on page 111 of this proxy statement/prospectus.

No Solicitation of Acquisition Proposals and Change of Recommendation (see page 107)

        The Merger Agreement prohibits Avedro from soliciting an alternative transaction to the Merger. Under these "no solicitation" provisions, Avedro has agreed that, until the earlier of the Effective Time or the termination of the Merger Agreement, Avedro will not, and will use reasonable best efforts to cause its affiliates or any of their respective officers, directors, employees, investment bankers, financial advisors, attorneys accountants and other advisors and representatives (collectively, "Representatives") not to, directly or indirectly:

    solicit, initiate or knowingly encourage or knowingly facilitate any inquiries, offers or the making of any proposal or announcement that constitutes or could reasonably be expected to lead to any Avedro Takeover Proposal;

    engage in, continue or otherwise participate in any negotiations or discussions with any third party regarding any Avedro Takeover Proposal or any inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Avedro Takeover Proposal;

    furnish any nonpublic information regarding Avedro to any person in connection with or in response to any Avedro Takeover Proposal or any inquiry, indication of interest, proposal or offer that could reasonably be expected to lead to an Avedro Takeover Proposal;

    adopt, approve, recommend, submit to stockholders or declare advisable any Avedro Takeover Proposal;

    release or permit the release of any provision of any confidentiality, standstill, or similar provision of any agreement to which Avedro is a party (except that Avedro may waive such a "standstill" or similar agreement or obligation solely to permit a person privately to make an Avedro Takeover Proposal to the Avedro Board if the Avedro Board has determined in good faith after consultation with Avedro's outside legal counsel that the failure to take such action would reasonably be likely to result in a breach of the fiduciary duties of the members of the Avedro Board under Delaware law);

    approve any transaction under, or any person becoming an "interested stockholder" under, Section 203 of the DGCL;

    enter into a letter of intent, agreement in principle, memorandum of understanding, confidentiality agreement, merger agreement or other similar agreement, in each case, with respect to an Avedro Takeover Proposal; or

    resolve or agree to do any of the foregoing.

        The Merger Agreement requires that Avedro promptly notify Glaukos in writing of any Avedro Takeover Proposal, which notice must contain, among other things, the identity of the person making the Avedro Takeover Proposal and the material terms of the Avedro Takeover Proposal. Avedro must also keep Glaukos reasonably informed on a reasonably current basis of the status and material details (including any changes to the price and type of consideration offered and any other material changes to the terms) with respect to such Avedro Takeover Proposal.

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        Upon entering into the Merger Agreement, Avedro was also required to, and was required to use reasonable best efforts to cause its Representatives to, cease and terminate any existing activities, discussions or negotiations between Avedro or any of its Representatives, on the one hand, and any other person, on the other hand, that relate to any Avedro Takeover Proposal.

        In the event any of Avedro's controlled affiliates or Representatives takes any action which, if taken by Avedro, would constitute a breach of its non-solicitation obligations in the Merger Agreement, Avedro will be deemed to have breached the Merger Agreement.

        Notwithstanding these restrictions, the Merger Agreement also provides that, subject to certain conditions, if, at any time prior to the adoption of the Merger proposal by the Avedro stockholders, Avedro receives an unsolicited, bona fide, written Avedro Takeover Proposal (that is not withdrawn) made after the date of the Merger Agreement that the Avedro Board concludes in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or would reasonably be expected to lead to an Avedro Superior Proposal, Avedro may take the following actions:

    furnish nonpublic information regarding Avedro to the person (and such person's Representatives) making such Avedro Takeover Proposal; and

    enter into or participate in discussions or negotiations with the person (and such person's Representatives) making such Avedro Takeover Proposal.

        Also, the Avedro Board may, subject to certain conditions and prior to the adoption of the Merger proposal by the Avedro stockholders, effect an Avedro Change of Recommendation or terminate the Merger Agreement in respect of an Avedro Takeover Proposal if (and only if):

    a written Avedro Takeover Proposal is made to Avedro after the date of the Merger Agreement that has not been withdrawn;

    such Avedro Takeover Proposal did not result from a breach of Avedro's non-solicitation obligations in the Merger Agreement;

    the Avedro Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that (i) such Avedro Takeover Proposal constitutes an Avedro Superior Proposal, and (ii) failure to take such action would reasonably be likely to result in a breach of the Avedro Board's fiduciary duties under applicable law; and

    Avedro provides Glaukos with four business days' prior written notice that it intends to take such action.

        Further, the Avedro Board may, subject to certain conditions and prior to the adoption of the Merger proposal by the Avedro stockholders, effect an Avedro Change of Recommendation in respect of an Intervening Event if (and only if):

    an Intervening Event has occurred and is continuing;

    such Intervening Event did not result from a breach of Avedro's non-solicitation obligations in the Merger Agreement;

    the Avedro Board determines in good faith after consultation with its financial advisors and outside legal counsel that (i) such Intervening Event has occurred and is continuing, and (ii) failure to take such action would reasonably be likely to result in a breach of the Avedro Board's fiduciary duties under applicable law; and

    Avedro provides Glaukos with four business days' prior written notice that it intends to take such action.

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        For more information, see "The Merger Agreement—No Solicitation of Acquisition Proposals and Change of Recommendation" beginning on page 107 of this proxy statement/prospectus.

Termination of the Merger Agreement (see page 113)

        The Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time under the following circumstances, subject to certain exceptions:

    by mutual written agreement of Glaukos and Avedro;

    by either Glaukos or Avedro in the event any law or order restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger becomes final and non-appealable;

    by either Glaukos or Avedro pursuant to the Termination Date Termination Right (which right is generally triggered if the Merger has not been consummated by the Termination Date);

    by Glaukos pursuant to the Change of Recommendation Termination Right (which right is generally triggered if (i) the Avedro Board fails to include in this proxy statement/prospectus its recommendation that the Avedro stockholders adopt the Merger Agreement, (ii) the Avedro Board effects an Avedro Change of Recommendation, (iii) Avedro breaches in any material respect its non-solicitation obligations under the Merger Agreement, or (iv) in the event an Avedro Takeover Proposal has been publicly announced and not publicly withdrawn, Avedro fails to publicly reaffirm its recommendation that the Avedro stockholders adopt the Merger Agreement);

    by Avedro pursuant to the Glaukos Breach Termination Right (which right is generally triggered if Glaukos or Merger Sub breaches any of its covenants or agreements or any of its representations or warranties in the Merger Agreement such that there is a failure of the applicable closing conditions to be satisfied and such breach is not curable prior to the Termination Date (or, if curable, is not timely cured));

    by Glaukos pursuant to the Avedro Breach Termination Right (which right is generally triggered if Avedro breaches any of its covenants or agreements or any of its representations or warranties in the Merger Agreement such that there is a failure of the applicable closing conditions to be satisfied and such breach is not curable prior to the Termination Date (or, if curable, is not timely cured));

    by Glaukos or Avedro pursuant to the Approval Failure Termination Right (which right is generally triggered in the event that the Merger Agreement is not adopted by the Avedro stockholders at the Special Meeting, as adjourned or postponed from time to time); or

    by Avedro pursuant to the Superior Proposal Termination Right (which right is exercised by Avedro in order to enter into a written definitive agreement with respect to an Avedro Superior Proposal in accordance with the Merger Agreement).

        In some cases, termination of the Merger Agreement may require (i) Avedro to pay a termination fee to Glaukos, (ii) Avedro to reimburse Glaukos for certain transaction expenses or (iii) Glaukos to reimburse Avedro for certain transaction expenses.

        For more information, see "The Merger Agreement—Termination of the Merger Agreement" beginning on page 113 of this proxy statement/prospectus.

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Termination Fee and Expenses (see page 114)

        Glaukos, Merger Sub and Avedro will generally each pay its own fees and expenses in connection with the Merger Agreement, whether or not the Merger is consummated. However, Glaukos and Avedro have agreed that all required filing fees under the HSR Act will be borne by Glaukos.

        Avedro must also pay to Glaukos a termination fee of $22.5 million in certain instances, subject to certain conditions, including if:

    Glaukos terminates the Merger Agreement pursuant to the Change of Recommendation Termination Right;

    Avedro terminates the Merger Agreement pursuant to the Termination Date Termination Right at a time when Glaukos is entitled to terminate the Merger Agreement pursuant to the Change of Recommendation Termination Right;

    Avedro terminates the Merger Agreement pursuant to the Approval Failure Termination Right at a time when Glaukos is entitled to terminate the Merger Agreement pursuant to the Change of Recommendation Termination Right;

    Avedro terminates the Merger Agreement pursuant to the Superior Proposal Termination Right;

    Avedro or Glaukos terminates the Merger Agreement pursuant to the Termination Date Termination Right;

    Glaukos terminates the Merger Agreement pursuant to the Avedro Breach Termination Right; or

    Avedro or Glaukos terminates the Merger Agreement pursuant to the Approval Termination Right.

        With respect to the last three bullets above, the termination fee is payable by Avedro only if (i) prior to such termination, an Avedro Takeover Proposal has been publicly made or announced and not withdrawn and (ii) within 12 months after such termination, Avedro enters into a written definitive agreement providing for the consummation of an Avedro Takeover Proposal or consummates an Avedro Takeover Proposal.

        Further, if Glaukos terminates the Merger Agreement pursuant to the Avedro Breach Termination Right, Avedro must reimburse Glaukos for all of the documented out-of-pocket expenses reasonably incurred by Glaukos, Merger Sub or their respective affiliates in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement. If the termination fee described above becomes payable after such reimbursement has been paid to Glaukos by Avedro, then such reimbursement will be credited against such termination fee. Also, if Avedro terminates the Merger Agreement pursuant to the Glaukos Breach Termination Right, Glaukos must reimburse Avedro for all of the documented out-of-pocket expenses reasonably incurred by Avedro or its affiliates in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement.

        For more information, see "The Merger Agreement—Termination Fee and Expenses" beginning on page 114 of this proxy statement/prospectus.

Accounting Treatment of the Merger (see page 99)

        Glaukos expects the Merger will be accounted for by Glaukos as a business combination under the acquisition method of accounting, in conformity with GAAP. Under the acquisition method of accounting, the assets and liabilities of Avedro as of the Effective Time will be recorded by Glaukos at their respective fair values and consolidated with those of Glaukos. Any excess of purchase price over

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the fair value of the net assets will be recorded as goodwill. Avedro's assets and liabilities and results of operations will be consolidated with those of Glaukos from and after the date of the Merger.

Litigation Relating to the Merger (see page 99)

        As of October 15, 2019, one lawsuit has been filed by an alleged Avedro stockholder challenging the Merger. Such lawsuit, a putative class action complaint, is captioned Kent v. Avedro, Inc., et. al, 1:19-cv-01845-UNA, and was filed by Michael Kent in the United States District Court for the District of Delaware. The Kent complaint names as defendants Avedro and each member of the Avedro Board, including former directors Dr. Gilbert H. Kliman and Thomas W. Burns, as well as Glaukos and Merger Sub.

        The Kent complaint alleges violations of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff in this action generally alleges that the Registration Statement on Form S-4, filed with the SEC on September 17, 2019, omits material information with respect to the proposed transaction, which renders such Registration Statement false and misleading. The complaint seeks preliminary and permanent injunction of the proposed transaction and, if the Merger is consummated, rescission or rescissory damages. The complaint also seeks the dissemination of a registration statement that discloses certain information requested by the plaintiff. In addition, the complaint seeks attorneys' and experts' fees.

        The defendants believe that the Kent complaint is without merit.

Material U.S. Federal Income Tax Consequences (see page 277)

        Each of Glaukos, Avedro and Merger Sub intends the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. In general and subject to the qualifications and limitations set forth in "Material U.S. Federal Income Tax Consequences" beginning on page 277 of this proxy statement/prospectus, if the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, holders of Avedro Common Stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of their shares of Avedro Common Stock for shares of Glaukos Common Stock in the Merger, except with respect to any cash received in lieu of fractional shares of Glaukos Common Stock.

        Each Avedro stockholder should read the discussion under "Material U.S. Federal Income Tax Consequences" beginning on page 277 of this proxy statement/prospectus for a more complete discussion of the material U.S. federal income tax consequences of the Merger (including the U.S. federal income tax consequences of the receipt of cash in lieu of a fractional share of Glaukos Common Stock). Tax matters can be complicated, and the tax consequences of the Merger to a particular Avedro stockholder will depend on such stockholder's particular facts and circumstances. Avedro stockholders should consult their own tax advisors to determine the specific consequences to them of exchanging their shares of Avedro Common Stock for the Merger Consideration pursuant to the Merger.

Comparison of the Rights of Holders of Glaukos Common Stock and Avedro Common Stock (see page 267)

        Upon completion of the Merger, Avedro stockholders will become stockholders of Glaukos and their rights will be governed by Delaware law and the governing corporate documents of Glaukos. Avedro stockholders will have, in some respects, different rights once they become Glaukos stockholders due to differences between the governing corporate documents of each of the entities. These differences are described in detail in "Comparison of Rights of Holders of Glaukos Common Stock and Avedro Common Stock" beginning on page 267 of this proxy statement/prospectus.

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No Appraisal Rights in Connection with the Merger (see page 99)

        Section 262 of the DGCL provides that stockholders have the right, in some circumstances, to dissent from certain corporate actions and to instead demand payment of the fair value of their shares as determined by the Delaware Court of Chancery. Stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders are required by the terms of the merger agreement to receive in exchange for their shares in the merger anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. Therefore, because shares of Avedro Common Stock are listed on Nasdaq, and the Merger Consideration consists of only shares of Glaukos Common Stock, which will be listed on the NYSE, and cash in lieu of fractional shares, holders of Avedro Common Stock are not entitled to appraisal rights in the Merger with respect to their shares of Avedro Common Stock under Section 262 of the DGCL.

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SELECTED HISTORICAL FINANCIAL DATA OF GLAUKOS

        The following table sets forth selected historical consolidated financial data for Glaukos. The historical consolidated financial information for each of the years in the five-year period ended December 31, 2018 is derived from the audited consolidated financial statements of Glaukos as of and for each of the years in the five-year period ended December 31, 2018. The historical consolidated financial information for Glaukos as of June 30, 2019 and for the six months ended June 30, 2019 and June 30, 2018 has been derived from Glaukos' unaudited condensed consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The historical consolidated financial information for Glaukos as of June 30, 2018 has been derived from Glaukos' unaudited condensed consolidated financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. You should not assume the results of operations for any past periods indicate results for any future period, including with respect to the future performance of Glaukos following the date of this proxy statement/prospectus or following the completion of the Merger.

        The information set forth below should be read in conjunction with Glaukos' consolidated financial statements and the related notes thereto and the information under the heading "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Glaukos' Annual Report on Form 10-K for the year ended December 31, 2018, and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Glaukos' Quarterly Report on Form 10-Q for the period ended June 30, 2019, each of which is incorporated by reference in this proxy statement/prospectus. For additional information, see "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

Statements of Operations Data

 
  Six Months
Ended June 30,
  Year Ended December 31,  
(in thousands, except per share amounts)
  2019   2018   2018   2017   2016   2015   2014  

Net sales

  $ 112,626   $ 83,294   $ 181,278   $ 159,254   $ 114,397   $ 71,700   $ 45,587  

Cost of sales

    14,981     11,946     25,075     21,050     16,177     12,988     11,418  

Gross profit

    97,645     71,348     156,203     138,204     98,220     58,712     34,169  

Operating expenses:

                                           

Selling, general and administrative

    72,581     55,793     119,529     96,260     64,756     43,961     28,135  

In-process research and development

    2,245             5,320              

Research and development

    30,999     23,517     49,676     38,905     29,223     25,047     19,205  

Total operating expenses

    105,825     79,310     169,205     140,485     93,979     69,008     47,340  

(Loss) income from operations

    (8,180 )   (7,962 )   (13,002 )   (2,281 )   4,241     (10,296 )   (13,171 )

Loss on deconsolidation of DOSE

                        (25,685 )    

Non-operating income (expense), net

    723     (131 )   634     2,282     324     (2,307 )   (868 )

Provision for income taxes

    194     16     583     93     43     33     18  

Net (loss) income

  $ (7,651 ) $ (8,109 ) $ (12,951 ) $ (92 ) $ 4,522   $ (38,321 ) $ (14,057 )

Net loss attributable to noncontrolling interest

                        (1,080 )   (1,931 )

Net (loss) income attributable to Glaukos Corporation

  $ (7,651 ) $ (8,109 ) $ (12,951 ) $ (92 ) $ 4,522   $ (37,241 ) $ (12,126 )

Basic net (loss) income per share attributable to Glaukos Corporation stockholders

  $ (0.21 ) $ (0.23 ) $ (0.37 ) $ (0.00 ) $ 0.14   $ (2.13 ) $ (5.29 )

Diluted net (loss) income per share attributable to Glaukos Corporation stockholders

  $ (0.21 ) $ (0.23 ) $ (0.37 ) $ (0.00 ) $ 0.12   $ (2.13 ) $ (5.29 )

Weighted average shares used to compute basic net (loss) income per share attributable to Glaukos Corporation stockholders

    36,338     34,778     35,317     34,381     32,928     17,474     2,294  

Weighted average shares used to compute diluted net (loss) income per share attributable to Glaukos Corporation stockholders

    36,338     34,778     35,317     34,381     36,459     17,474     2,294  

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Balance Sheet Data

 
  As of
June 30,
  As of December 31,  
(in thousands)
  2019   2018   2018   2017   2016   2015   2014  

Cash and cash equivalents

  $ 39,992   $ 24,941   $ 29,821   $ 24,508     6,494   $ 21,572   $ 2,304  

Short-term investments

    110,402     95,207     110,667     94,506     89,268     69,552      

Net working capital (deficit)(1)

    170,200     135,014     146,202     122,672     103,085     83,778     (9,633 )

Total assets(2)

    302,085     171,090     206,970     165,836     134,371     116,661     26,021  

Total liabilities(2)

    114,280     22,557     33,110     27,634     17,097     21,470     29,546  

Convertible preferred stock

                            157,379  

Additional paid in capital

    399,452     348,611     378,352     331,073     308,815     291,853     8,155  

Total stockholders' equity (deficit)

    187,805     148,533     173,860     138,202     117,274     95,191     (151,299 )

Noncontrolling interest

                            (9,605 )

Total equity (deficit)

    187,805     148,533     173,860     138,202     117,274     95,191     (160,904 )

(1)
Glaukos defines net working capital (deficit) as current assets less current liabilities.

(2)
Effective January 1, 2019, Glaukos adopted Accounting Standards Codification 842, Leases ("ASC 842"), and elected the transition package of three practical expedients permitted within ASC 842, which eliminated the requirement to reassess prior conclusions about lease identification, lease classification, and initial direct costs. Glaukos also elected a short-term lease exception policy, permitting the company to not apply the recognition requirements of ASC 842 to leases with terms of 12 months or less. Glaukos did not elect the hindsight practical expedient. Upon adoption of ASC 842, Glaukos recorded an operating right-of-use asset of $12.8 million and a related operating lease liability of $13.4 million. Periods prior to January 1, 2019 were not adjusted and continued to be reported in accordance with Glaukos' historic accounting under ASC 840, Leases.

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SELECTED HISTORICAL FINANCIAL DATA OF AVEDRO

        The following table sets forth selected historical financial data for Avedro. The historical financial information for each of the years in the two-year period ended December 31, 2018 is derived from the audited financial statements of Avedro as of and for each of the years in the two-year period ended December 31, 2018, which are included in this proxy statement/prospectus. The statement of operations data set forth in this section with respect to the year ended December 31, 2016, and the balance sheet data as of December 31, 2016, have been derived from audited financial statements for such year, which are not included in this proxy statement/prospectus. The historical financial information for Avedro as of June 30, 2019 and for the six months ended June 30, 2019 and June 30, 2018 has been derived from Avedro's unaudited condensed financial statements and related notes contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, which are included in this proxy statement/prospectus. You should not assume the results of operations for any past periods indicate results for any future period, including with respect to the future performance of Avedro following the date of this proxy statement/prospectus or of Glaukos following the completion of the Merger.

        The information set forth below should be read in conjunction with Avedro's financial statements and the related notes thereto included under "Financial Statements of Avedro" beginning on page 294 of this proxy statement/prospectus and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations of Avedro" beginning on page 188 of this proxy statement/prospectus.

Statements of Operations Data

 
  Six Months Ended
June 30,
  Year Ended December 31,  
(in thousands, except share and per share amounts)
  2019(1)   2018   2018   2017   2016  

Revenue

  $ 19,062   $ 11,449   $ 27,672   $ 20,154   $ 14,910  

Cost of goods sold

    5,065     5,362     10,879     9,850     7,144  

Gross profit

    13,997     6,087     16,793     10,304     7,766  

Operating expenses:

                               

Selling, general and administrative            

    20,688     11,816     25,999     18,991     12,640  

Research and development

    8,186     5,709     12,043     10,286     10,047  

Total operating expenses

    28,874     17,525     38,042     29,277     22,687  

Loss from operations

    (14,877 )   (11,438 )   (21,249 )   (18,973 )   (14,921 )

Other expenses, net

    (904 )   (1,697 )   (3,873 )   (2,304 )   (1,456 )

Net loss

  $ (15,781 ) $ (13,135 ) $ (25,122 ) $ (21,277 ) $ (16,377 )

Net loss per common share, basic and diluted

  $ (1.24 ) $ (9.47 ) $ (17.97 ) $ (16.12 ) $ (14.50 )

Weighted average common shares used to compute net loss per share, basic and diluted

    12,763,822     1,386,357     1,398,065     1,319,542     1,129,199  

(1)
Effective January 1, 2019, Avedro adopted Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" using the modified retrospective method applied to those contracts which were not completed as of December 31, 2018. Results for reporting periods beginning after December 31, 2018 are presented under Topic 606, while comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Avedro recorded a $5.8 million cumulative impact due to the adoption of Topic 606.

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Balance Sheet Data

 
  As of
June 30,
  As of December 31,  
(in thousands)
  2019   2018   2018   2017   2016  

Cash and cash equivalents

  $ 57,838   $ 20,766   $ 9,769   $ 8,850   $ 12,658  

Working capital(1)

    68,984     25,545     12,242     12,507     10,378  

Total assets

    78,952     34,770     25,867     21,696     20,439  

Convertible preferred stock warrant liability

        644     1,800     430     260  

Total debt

    20,313     19,604     19,939     19,319     9,624  

Total liabilities

    28,911     28,403     31,032     27,575     17,895  

Convertible preferred stock

        68,423     68,423     43,641     31,852  

Total stockholders' equity (deficit)

    50,041     (62,056 )   (73,588 )   (49,520 )   (29,308 )

(1)
Avedro defines working capital as current assets less current liabilities.

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SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

        The following table presents selected financial information about Glaukos on a pro forma basis after giving effect to the Merger. The information under "Pro Forma Statements of Operations Data" gives effect to the Merger as if it had taken place on January 1, 2018. The information under "Pro Forma Balance Sheet Data" gives effect to the Merger as if it had taken place on June 30, 2019.

        The unaudited pro forma combined financial information includes adjustments that are preliminary and may be revised. The unaudited pro forma combined financial information does not consider any impacts of integration costs, potential revenue enhancements, anticipated cost savings and expense efficiencies, or other synergies that may result from the Merger or any strategies that management may consider in order to continue to efficiently manage Avedro's operations. In addition, the value of the Merger Consideration to be paid by Glaukos upon consummation of the Merger will be determined based on the closing price of Glaukos Common Stock on the closing date of the Merger. Future results may vary significantly from the information reflected below due to various factors, including the final allocation of the purchase price and other risks discussed under "Risk Factors" beginning on page 31 of this proxy statement/prospectus.

        The accompanying unaudited pro forma combined financial information should be read in conjunction with (a) the audited consolidated financial statements of Glaukos contained in its Annual Report on Form 10-K for the year ended December 31, 2018 and the unaudited condensed consolidated financial statements of Glaukos contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, each of which is incorporated herein by reference, and (b) the audited financial statements of Avedro for the year ended December 31, 2018 and the unaudited condensed financial statements of Avedro as of and for the six months ended June 30, 2019, each of which is included under "Financial Statements of Avedro" beginning on page 294 of this proxy statement/prospectus. See also "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

Pro Forma Statements of Operations Data

(in thousands, except per share amounts)
  Six Months Ended
June 30, 2019
  Year Ended
December 31, 2018
 

Net sales

  $ 131,688   $ 211,447  

Gross profit

    103,815     159,840  

Loss from operations

    (31,727 )   (49,093 )

Net loss

    (30,696 )   (50,250 )

Basic net loss per share

    (0.72 )   (1.20 )

Diluted net loss per share

    (0.72 )   (1.20 )

Pro Forma Balance Sheet Data

(in thousands)
  As of June 30, 2019  

Cash and cash equivalents

  $ 75,842  

Short-term investments

    110,402  

Total assets

    769,465  

Total liabilities

    142,612  

Additional paid-in capital

    823,323  

Total stockholders' equity

    626,853  

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UNAUDITED COMPARATIVE PER SHARE INFORMATION

        The following table sets forth, for the periods indicated, selected per share information for Glaukos Common Stock on a historical and pro forma combined basis and selected per share information for Avedro Common Stock on a historical and pro forma equivalent basis. Except for the historical information as of and for the year ended December 31, 2018, which is derived from the audited financial statements, the information in the table is unaudited. The information in the table is based on, and should be read together with, the historical consolidated financial statements and related notes of (i) Glaukos contained in its Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, each of which is incorporated by reference in this proxy statement/prospectus, and (ii) Avedro as disclosed under "Financial Statements of Avedro" beginning on page 294 of this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

        The pro forma combined per share information for the year ended December 31, 2018 and the six months ended June 30, 2019 reflects the Merger as if it had occurred on January 1, 2018. The pro forma combined book value per share amounts in the table below reflect the Merger as if it had occurred on June 30, 2019 or December 31, 2018, as applicable. The pro forma information below is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Merger and the other transactions contemplated by the Merger Agreement had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of Glaukos or Avedro following the date of this proxy statement/prospectus or following the completion of the Merger.

        The pro forma combined net loss per share of common stock set forth below were calculated using the methodology as described in "Unaudited Pro Forma Combined Financial Information" beginning on page 280 of this proxy statement/prospectus. The pro forma combined book value per share was calculated by dividing total combined Glaukos and Avedro pro forma common stockholders' equity by pro forma equivalent shares of common stock. The Avedro equivalent pro forma per common share amounts were calculated by multiplying the Glaukos pro forma combined per share amounts by the Exchange Ratio of 0.365, rounded to the nearest whole cent.

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        Neither Glaukos nor Avedro declared a dividend on account of their respective common stock during the periods presented in the following table.

 
  Six months ended
June 30, 2019
  Year ended
December 31, 2018
 

Glaukos historical information

             

Net loss per share, basic and diluted

  $ (0.21 ) $ (0.37 )

Book value per share(1)

  $ 5.13   $ 4.82  

Avedro historical information

   
 
   
 
 

Net loss per share, basic and diluted

  $ (1.24 ) $ (17.97 )

Book value per share(1)

  $ 2.92   $ (52.12 )

Glaukos unaudited pro forma combined information

   
 
   
 
 

Net loss per share, basic and diluted

  $ (0.72 ) $ (1.20 )

Book value per share

  $ 14.57     N/A (3)

Avedro equivalent unaudited pro forma combined information(2)

   
 
   
 
 

Net loss per share, basic and diluted

  $ (0.26 ) $ (0.44 )

Book value per share

  $ 5.32     N/A (3)

(1)
Book value per share represents the total stockholders' equity as of June 30, 2019 or December 31, 2018 divided by the number of shares outstanding, excluding treasury shares, as of June 30, 2019 and December 31, 2018, respectively.

(2)
The Avedro equivalent unaudited pro forma combined share amounts were calculated by multiplying the Glaukos unaudited pro forma combined share amounts by the Exchange Ratio of 0.365.

(3)
Pro forma book value per share is not applicable as of December 31, 2018, as the pro forma unaudited combined balance sheet was prepared as if the Merger had taken place on June 30, 2019.

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COMPARATIVE MARKET PRICE INFORMATION

        Glaukos Common Stock is listed on the NYSE under the symbol "GKOS." Avedro Common Stock is listed on Nasdaq under the symbol "AVDR." The following table presents the closing prices of Glaukos Common Stock and Avedro Common Stock on August 7, 2019, the last trading day before the public announcement of the Merger Agreement, and October 16, 2019, the last practicable trading day prior to the mailing of this proxy statement/prospectus. The table also shows the equivalent per share value of the Merger Consideration for a share of Avedro Common Stock on the relevant date. Equivalent per share amounts for Avedro Common Stock are calculated by multiplying per share information for Glaukos Common Stock by the Exchange Ratio of 0.365, rounded to the nearest whole cent.

Date
  Glaukos Closing Price   Avedro Closing Price   Equivalent Value Per
Share of Avedro Common
Stock
 

August 7, 2019

  $ 73.10   $ 17.06   $ 26.68  

October 16, 2019

  $ 63.83   $ 23.23   $ 23.30  

        The above table shows only historical comparisons. These comparisons may not provide meaningful information to Avedro stockholders in determining whether to approve the adoption of the Merger Agreement. Because the Exchange Ratio will not be adjusted for changes in the market price of Glaukos Common Stock, the market value of the shares of Glaukos Common Stock that holders of Avedro Common Stock will be entitled to receive at the Effective Time of the Merger may vary significantly from the market value of the shares of Glaukos Common Stock that holders of Avedro Common Stock would have received if the Merger were completed on the dates shown in the table above.

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RISK FACTORS

Risks Relating to the Merger

The failure to complete the Merger in a timely manner, or at all, may adversely affect the business and financial results of Glaukos and Avedro and their respective stock prices.

        Each of Glaukos' and Avedro's obligations to consummate the Merger are subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the Merger Agreement must be adopted by the requisite vote of Avedro stockholders; (ii) the expiration or termination of any applicable waiting period (or extensions thereof) under the HSR Act (early termination of the waiting period under the HSR Act was granted on August 28, 2019); (iii) the absence of (A) any temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction enjoining or otherwise prohibiting the consummation of the Merger or (B) any applicable law of a governmental authority of competent jurisdiction prohibiting or rendering illegal the consummation of the Merger; (iv) subject to certain qualifications, the accuracy of the respective representations and warranties of Avedro and Glaukos and compliance by the parties with their respective obligations under the Merger Agreement; (v) the registration statement of which this proxy statement/prospectus forms a part has been declared effective by the SEC, and remains in effect; and (vi) the absence of any Avedro Material Adverse Effect or Glaukos Material Adverse Effect since the date of the Merger Agreement that is continuing. Glaukos and Avedro cannot provide assurance that these or the other conditions to the completion of the Merger will be satisfied in a timely manner or at all. In addition, other factors may affect when and whether the Merger will occur. If the Merger is not completed, Glaukos' and Avedro's stock price could fall to the extent that such current stock prices reflect an assumption that the Merger will be completed. Furthermore, if the Merger is not completed and the Merger Agreement is terminated, Glaukos and Avedro may suffer other consequences that could adversely affect such entity's business, results of operations and stock price, including the following:

The Exchange Ratio is fixed and will not be adjusted in the event of any change in the stock prices of either Glaukos or Avedro.

        Upon closing of the Merger, each share of Avedro Common Stock will be converted into the right to receive the Exchange Ratio of 0.365 of a share of Glaukos Common Stock, with cash paid in lieu of any fractional shares. This Exchange Ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Glaukos Common Stock or Avedro Common Stock. Because the Exchange Ratio will not be adjusted for changes in the market price of Glaukos Common Stock,

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the market value of the shares of Glaukos Common Stock that holders of Avedro Common Stock will be entitled to receive at the Effective Time may vary significantly from the market value of the shares of Glaukos Common Stock that holders of Avedro Common Stock would have received if the Merger had been completed on any other date, including the date of the Merger Agreement. In addition, Glaukos will issue a number of shares of Glaukos Common Stock in the Merger based on the number of shares of Avedro Common Stock outstanding as of the Effective Time, which may result in fluctuations in the market price of Glaukos Common Stock, including a stock price decline. The amount of shares of Glaukos Common Stock issued in the Merger will not change based on the price of the shares of Glaukos Common Stock or Avedro Common Stock as of the Effective Time or their relative price.

        The Merger Agreement does not provide for any termination right by either Glaukos or Avedro solely based on changes in the price or trading volume of Glaukos Common Stock or Avedro Common Stock.

        Because the Merger may be completed after the date of the Special Meeting, at the time of the Special Meeting, you will not know the exact market value of the Glaukos Common Stock that Avedro stockholders and certain other Avedro equityholders will receive upon completion of the Merger.

Uncertainty about the Merger may adversely affect the respective business and stock price of Glaukos and Avedro, whether or not the Merger is completed.

        Each of Glaukos and Avedro are subject to risks in connection with the announcement and pendency of the Merger, including the pendency and outcome of any legal proceedings against Glaukos and Avedro, their respective directors and others relating to the Merger and the risks from possibly foregoing opportunities Glaukos and Avedro might otherwise pursue absent the proposed Merger. Furthermore, uncertainties about the Merger may cause current and prospective employees of Glaukos and Avedro to experience uncertainty about their future with their respective companies. These uncertainties may impair Glaukos' and Avedro's ability to retain, recruit or motivate key management and other personnel.

        In addition, in response to the announcement of the proposed Merger, Glaukos' and Avedro's existing or prospective customers, suppliers or collaboration partners may:

        While Glaukos and Avedro are attempting to address these risks, their respective existing and prospective customers, suppliers or collaboration partners may be reluctant to purchase Glaukos' and Avedro's products, supply Glaukos and Avedro with goods and service or continue collaborations due to the potential uncertainty about the direction of Glaukos' and Avedro product offerings and the support and service of Glaukos' and Avedro's products after the completion of the Merger.

While the Merger is pending, Avedro is subject to contractual restrictions that could harm its business, operating results and stock price.

        The Merger Agreement includes restrictions on the conduct of Avedro's business prior to the completion of the Merger, generally requiring Avedro to conduct its businesses in the ordinary course, consistent with past practice, and restricting Avedro from taking certain specified actions absent

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Glaukos' prior written consent. See "The Merger Agreement—Conduct of Business Pending the Merger" beginning on page 115 of this proxy statement/prospectus. Avedro may find that these and other obligations in the Merger Agreement may delay or prevent Avedro from or limit its ability to respond effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if Avedro's management and the Avedro Board think they may be advisable. These restrictions could adversely impact Avedro's business, operating results and stock price and its perceived acquisition value, regardless of whether the Merger is completed.

The Merger Agreement limits Avedro's ability to pursue alternative transactions which could deter a third party from proposing an alternative transaction.

        The Merger Agreement contains provisions that, subject to certain exceptions, limit Avedro's ability to solicit, initiate, knowingly encourage or knowingly facilitate or engage or participate in any negotiations or discussions regarding, or furnish any nonpublic information in response to inquiries with respect to, an alternative transaction. See "The Merger Agreement—No Solicitation of Acquisition Proposals and Change of Recommendation" beginning on page 107 of this proxy statement/prospectus. It is possible that these or other provisions in the Merger Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the outstanding shares of Avedro Common Stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire Avedro Common Stock than it might otherwise have proposed to pay.

The Merger will involve substantial costs.

        Glaukos and Avedro have incurred and expect to continue to incur substantial costs and expenses relating directly to the Merger and the issuance of Glaukos Common Stock in connection with the Merger, including, as applicable, repayment of amounts outstanding under the Credit Agreement (as defined below), fees and expenses payable to financial advisors, other professional fees and expenses, insurance premium costs, fees and costs relating to regulatory filings and notices, SEC filing fees, printing and mailing costs and other transaction-related costs, fees and expenses. If the Merger is not completed, Glaukos and Avedro will have incurred substantial expenses for which no ultimate benefit will have been received by either company.

The fairness opinion obtained by the Avedro Board from its financial advisor will not be updated to reflect changes in circumstances between signing the Merger Agreement and the completion of the Merger.

        The Avedro Board has not obtained an updated fairness opinion as of the date of this proxy statement/prospectus from Guggenheim Securities, its financial advisor. Changes in the operations and prospects of Glaukos or Avedro, general market and economic conditions, and other factors that may be beyond the control of Glaukos and Avedro and on which the fairness opinion was based, may alter the value of Glaukos or Avedro or the price of Glaukos Common Stock or Avedro Common Stock by the time the Merger is completed.

        The fairness opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Avedro does not anticipate asking Guggenheim Securities to update its fairness opinion. The fairness opinion of Guggenheim Securities is included as Annex C to this proxy statement/prospectus. For a description of the fairness opinion that the Avedro Board received from Guggenheim Securities and a summary of the material financial analyses it provided to the Avedro Board in connection with rendering such opinion, see "The Merger—Opinion of Financial Advisor to Avedro" beginning on page 68 of this proxy statement/prospectus.

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        For a description of the factors considered by the Avedro Board in determining to approve the Merger, see "The Merger—Avedro Board Recommendation and Its Reasons for the Merger" beginning on page 64 of this proxy statement/prospectus.

Certain directors and executive officers of Avedro may have interests in the Merger that are or were different from, or in conflict with or in addition to, those of Avedro's stockholders generally.

        In considering whether to approve the proposals at the Special Meeting, Avedro stockholders should recognize that directors and officers of Avedro have interests in the Merger that may differ from, or that are in addition, to their interests as stockholders of Avedro. The Avedro Board was aware of these interests at the time it approved the Merger Agreement. These interests may cause Avedro's directors and officers to view the Merger differently from how you may view it as a stockholder. For a description of the factors considered by the Avedro Board in determining to approve the Merger, see "The Merger—Interests of Certain Persons in the Merger" beginning on page 92 of this proxy statement/prospectus.

Holders of Avedro Common Stock will not be entitled to appraisal rights in the Merger.

        Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

        Under Section 262(b) of the DGCL, stockholders do not have appraisal rights if the shares of stock they hold, as of the record date for determination of stockholders entitled to vote at the meeting of shareholders to act upon a merger, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders are required by the terms of the merger agreement to receive in exchange for their shares in the merger anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. Because Avedro stockholders will receive only shares of Glaukos Common Stock which will be listed on the NYSE and cash in lieu of any fractional shares, Avedro stockholders will not have any appraisal rights. See "The Merger—No Appraisal Rights" beginning on page 99 of this proxy statement/prospectus.

If the Merger does not qualify as a "reorganization" for U.S. federal income tax purposes, U.S. holders will be required to recognize gain or loss for U.S. federal income tax purposes at the time of the exchange of their Avedro Common Stock for the Merger Consideration in the Merger.

        The U.S. federal income tax consequences of the Merger to U.S. holders (as defined in "Material U.S. Federal Income Tax Consequences" beginning on page 277 of this proxy statement/prospectus) will depend on whether the Merger qualifies as a "reorganization" for U.S. federal income tax purposes.

        As further described in "The Merger Agreement—Conditions to the Merger" beginning on page 104 of this proxy statement/prospectus, (i) Avedro's obligation to effect the merger is subject to the satisfaction, at or prior to the Effective Time, of the condition that Avedro receive a written tax opinion from Cooley, legal counsel to Avedro, dated as of the closing date of the Merger, that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and (ii) Glaukos' obligation to effect the Merger is subject to the satisfaction, at or prior to the Effective Time, of the condition that Glaukos receive a written tax opinion from O'Melveny, legal counsel to Glaukos, dated as of the closing date of the Merger, that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. In the event that Cooley does not render such tax opinion, the condition may be satisfied if Glaukos' counsel renders such tax opinion.

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        There can be no assurance that the IRS will not take a contrary position to views expressed herein or in the opinions referenced in the preceding paragraph or that a court will not sustain an IRS challenge to such tax treatment. If, contrary to the opinion from counsel, the Merger fails to qualify as a reorganization or if any requirement for the Merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code is not satisfied, a U.S. holder of Avedro Common Stock would recognize gain or loss for U.S. federal income tax purposes on each share of Avedro Common Stock surrendered in the Merger in an amount equal to the difference between (1) the fair market value of the Merger Consideration received in exchange for such surrendered share upon completion of the Merger and (2) the holder's tax basis in the share of Avedro Common Stock surrendered. Gain or loss will be determined separately for each block of shares of Avedro Common Stock (i.e., shares of Avedro Common Stock acquired at the same cost in a single transaction). Any gain or loss recognized would generally be long-term capital gain or loss if the U.S. holder's holding period in a particular block of Avedro Common Stock exceeds one year at the Effective Time. Long-term capital gain of non-corporate U.S. holders (including individuals) is taxed at reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

A lawsuit has been filed against Avedro, the Avedro Board, former Avedro directors, Glaukos and Merger Sub, and other lawsuits may be filed challenging the Merger. An adverse ruling in any such lawsuit may prevent the Merger from being completed.

        As of October 15, 2019, one lawsuit has been filed by an alleged Avedro stockholder challenging the Merger. Such lawsuit, a putative class action complaint, is captioned Kent v. Avedro, Inc., et. al, 1:19-cv-01845-UNA, and was filed by Michael Kent in the United States District Court for the District of Delaware. The Kent complaint names as defendants Avedro and each member of the Avedro Board, including former directors Dr. Gilbert H. Kliman and Thomas W. Burns, as well as Glaukos and Merger Sub.

        The Kent complaint alleges violations of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiff in this action generally alleges that the Registration Statement on Form S-4, filed with the SEC on September 17, 2019, omits material information with respect to the proposed transaction, which renders such Registration Statement false and misleading. The complaint seeks preliminary and permanent injunction of the proposed transaction and, if the Merger is consummated, rescission or rescissory damages. The complaint also seeks the dissemination of a registration statement that discloses certain information requested by the plaintiff. In addition, the complaint seeks attorneys' and experts' fees.

        The defendants believe that the Kent complaint is without merit.

        See "The Merger—Litigation Relating to the Merger" beginning on page 99 of this proxy statement/prospectus for more information about litigation relating to the Merger that has been commenced prior to the date of this proxy statement/prospectus. There can be no assurance that additional complaints will not be filed with respect to the Merger.

        One of the conditions to completion of the Merger is the absence of any applicable law (including any order) being in effect that prohibits completion of the Merger. Accordingly, if a plaintiff is successful in obtaining an order prohibiting completion of the Merger, then such order may prevent the Merger from being completed, or from being completed within the expected timeframe.

Avedro and Glaukos may be targets of additional securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

        Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims could result in substantial costs and divert management time and resources. An adverse

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judgment could result in monetary damages, which could have a negative impact on Avedro's and Glaukos' respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, or from being completed within the expected timeframe, which may adversely affect Avedro's and Glaukos' respective business, financial position and results of operations.

Risks Related to Glaukos Following the Merger

Glaukos may fail to realize the benefits expected from the Merger, which could adversely affect its stock price.

        The anticipated benefits Glaukos expects from the Merger are, necessarily, based on projections and assumptions about the combined businesses of Glaukos and Avedro, which may not materialize as expected or which may prove to be inaccurate. The value of Glaukos Common Stock following the completion of the Merger could be adversely affected if Glaukos is unable to realize the anticipated benefits from the Merger on a timely basis or at all. Achieving the benefits of the Merger will depend, in part, on Glaukos' ability to integrate the business, operations and products of Avedro successfully and efficiently with its business. The challenges involved in this integration, which will be complex and time-consuming, include the following:

        If Glaukos does not successfully manage these issues and the other challenges inherent in integrating an acquired business of the size and complexity of Avedro, then Glaukos may not achieve the anticipated benefits of the Merger and its revenue, expenses, operating results and financial condition could be materially adversely affected.

The acquisition of Avedro may result in significant charges or other liabilities that could adversely affect the financial results of the combined company.

        The financial results of the combined company may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with Glaukos' integration of the business and operations of Avedro. The amount and timing of these possible charges are not yet known. Further,

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Glaukos' failure to identify or accurately assess the magnitude of certain liabilities it is assuming in the Merger could result in unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on Glaukos' business, operating results or financial condition. The price of Glaukos Common Stock following the Merger could decline to the extent the combined company's financial results are materially affected by any of these events.

The unaudited pro forma combined financial data for Glaukos included in this proxy statement/prospectus is preliminary, and the actual financial position and operations of Glaukos after the Merger may differ materially from the unaudited pro forma combined financial data included in this proxy statement/prospectus.

        The unaudited pro forma combined financial data for Glaukos included in this proxy statement/prospectus is presented for illustrative purposes only and is based on assumptions and estimates considered appropriate by Glaukos' management; however, it does not necessarily reflect what the combined company's financial condition or results of opreations would have been had the Merger been completed on the dates assumed. Glaukos' actual results and financial position after the Merger may differ materially and adversely from the unaudited pro forma combined financial data included in this proxy statement/prospectus. The unaudited pro forma combined financial information reflects adjustments, which are preliminary and may be revised. The unaudited pro forma combined financial information does not consider any impacts of integration costs, potential revenue enhancements, anticipated cost savings and expense efficiencies, or other synergies that may result from the Merger or any strategies that management may consider in order to continue to efficiently manage Avedro's operations. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Avedro as of the date of the completion of the Merger. Further, Glaukos expects to recognize a significant amount of additional goodwill and in-process research and development ("IPR&D") in the Merger. Such goodwill and IPR&D will be subject to annual impairment assessments and a material charge may be necessary if the results of operations and cash flows are unable to support the goodwill initially recognized subsequent to the Merger. For more information see "Selected Unaudited Pro Forma Combined Financial Information" beginning on page 27 of this proxy statement/prospectus and "Unaudited Pro Forma Combined Financial Information" beginning on page 280 of this proxy statement/prospectus.

Glaukos' future results will suffer if it does not effectively manage its expanded operations following the Merger.

        Following the Merger, the size and scope of operations of the business of the combined companies will increase beyond the current size and scope of operations of either Glaukos' or Avedro's current businesses. In addition, Glaukos may continue to expand its size and operations through additional acquisitions or other strategic transactions. Glaukos' future success depends, in part, upon its ability to manage its expanded business, which may pose substantial challenges for its management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that Glaukos will be successful in managing such expanded business or that it will realize the expected economies of scale, synergies and other benefits currently anticipated from the Merger or anticipated from any additional acquisitions or strategic transactions.

The market price of Glaukos Common Stock after completion of the Merger will continue to fluctuate, and may be affected by factors different from those affecting shares of Avedro Common Stock currently.

        Upon completion of the Merger, holders of Avedro Common Stock will become holders of Glaukos Common Stock. The business of Glaukos differs from that of Avedro in important respects, and, accordingly, the results of operations of Glaukos after the Merger, as well as the market price of

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Glaukos Common Stock, may be affected by factors different from those currently affecting the results of operations of Avedro. As a result of the Merger, Avedro will be part of a larger company with other lines of business, such that decisions affecting Avedro may be made in respect of the larger combined business as a whole rather than the Avedro business individually. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Glaukos Common Stock, regardless of Glaukos' actual operating performance. For further information on the businesses of Glaukos and Avedro and certain factors to consider in connection with those businesses, see the documents incorporated by reference or included in this proxy statement/prospectus and referred to under "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus, "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus and "Information about Avedro" beginning on page 129 of this proxy statement/prospectus.

The Glaukos Charter will govern the combined company following the Merger and provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between the combined company and its stockholders, which could limit its stockholders' ability to obtain a favorable judicial forum for disputes with the combined company or its directors, officers or other employees.

        The Glaukos Charter will govern the combined company following the Merger and provides that, unless the combined company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the combined company, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the combined company or its stockholders, (iii) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL, the Glaukos Charter or the Glaukos Bylaws, or (iv) any action or proceeding asserting a claim governed by the internal affairs doctrine. This exclusive forum provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or Securities Act, or any other claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision in the Glaukos Charter will not relieve the combined company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and stockholders of the combined company will not be deemed to have waived the combined company's compliance with these laws, rules and regulations.

        This exclusive forum provision may limit a stockholder's ability to bring a claim in a judicial forum of its choosing for disputes with the combined company or its directors, officers or other employees, which may discourage lawsuits against the combined company and its directors, officers and other employees. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to the combined company than to its stockholders. However, the enforceability of similar exclusive forum provisions in other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in the Glaukos Charter to be inapplicable or unenforceable in an action, the combined company might incur additional costs associated with resolving such action in other jurisdictions.

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Additional Risks Related to Glaukos and Avedro

        Glaukos' and Avedro's businesses are and will be subject to the risks described above. In addition, Glaukos is also currently subject to the additional risks described in Glaukos' Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and are incorporated by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus. In addition, Avedro is currently subject to the additional risks described under "Information About Avedro—Risk Factors Relating to Avedro" beginning on page 204 of this proxy statement/prospectus.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains "forward-looking statements" within the meaning of federal securities laws. Forward-looking statements may contain words such as "believes", "anticipates", "estimates", "expects", "intends", "aims", "potential", "will", "would", "could", "considered", "likely" and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the expected timing of the closing of the Merger and Glaukos' or Avedro's expected financial condition, results of operations and business performance, including without limitation, any forecasts, financial projections and descriptions of anticipated cost savings or other synergies or expected benefits of the Merger, are forward-looking statements. These statements are based on management's current expectations, assumptions, estimates and beliefs. While Glaukos and Avedro believe these expectations, assumptions, estimates and beliefs are reasonable, such forward-looking statements are only predictions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

        The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements:

        These and additional factors that may affect the future results of Avedro and Glaukos are set forth under "Risk Factors" beginning on page 31 of this proxy statement/prospectus and "Information About Avedro—Risk Factors Relating to Avedro" beginning on page 204 of this proxy statement/prospectus, as well as in Glaukos' Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. See "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus. The risks and uncertainties described and referred to above are not exclusive and further information concerning Glaukos and Avedro and their respective businesses, including factors that potentially could materially affect their respective businesses, financial condition or operating results,

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may emerge from time to time. You are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. The forward-looking statements in this proxy statement/prospectus speak only as of the date of this proxy statement/prospectus. Except as required by law, Glaukos and Avedro assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

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THE COMPANIES

Information about Avedro

        Avedro is a leading hybrid ophthalmic pharmaceutical and medical technology company focused on treating corneal disease and disorders and improving vision to reduce dependency on eyeglasses or contact lens. Avedro's proprietary bio-activated pharmaceuticals strengthen, stabilize, and reshape the cornea to treat corneal ectatic disorders and correct refractive conditions. Avedro's suite of single-use drug formulations are applied to the cornea and bio-activated to induce a reaction called corneal cross-linking.

        Avedro Common Stock is listed on Nasdaq under the symbol "AVDR."

        Avedro's current contact information is as follows:

Avedro, Inc.
201 Jones Road
Waltham, MA 02451
Telephone: (844) 528-3376

        Additional information about Avedro is included in "Information about Avedro" beginning on page 129 of this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus for information on how you can view reports and other documents filed with the SEC by Avedro. Such filed information does not form a part of this proxy statement/prospectus.

Information about Glaukos

        Glaukos is an ophthalmic medical technology and pharmaceutical company focused on the development and commercialization of novel therapies designed to treat glaucoma, corneal disorders and retinal diseases. Glaukos developed MIGS to address the shortcomings of traditional glaucoma treatment options. MIGS procedures involve the insertion of a micro-scale device or drug delivery system from within the eye's anterior chamber through a small corneal incision. Glaukos' MIGS devices are designed to reduce IOP by restoring the natural outflow pathways for aqueous humor. Glaukos' MIGS drug delivery systems are designed to reduce IOP by continuously eluting a glaucoma drug from within the eye, potentially providing sustained pharmaceutical therapy for extended periods of time. Glaukos intends to leverage its capabilities to build a portfolio of micro-scale surgical and pharmaceutical therapies in corneal health and retinal disease as well.

        Glaukos Common Stock is listed on the NYSE under the symbol "GKOS."

        Glaukos' current contact information is as follows:

Glaukos Corporation
229 Avenida Fabricante
San Clemente, California 92672
Telephone: (949) 367-9600

        Additional information about Glaukos is included in the documents incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

Information about Merger Sub

        Merger Sub, a Delaware corporation and a wholly owned subsidiary of Glaukos, was organized solely for the purpose of entering into the Merger Agreement and completing the Merger and other

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transactions contemplated by the Merger Agreement. Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the Merger, Merger Sub will cease to exist, with Avedro surviving the Merger as a wholly owned subsidiary of Glaukos under the name "Avedro, Inc."

        Merger Sub's current contact information is as follows:

Glaukos Corporation
229 Avenida Fabricante
San Clemente, California 92672
Telephone: (949) 367-9600

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THE SPECIAL MEETING

        This proxy statement/prospectus is being provided to Avedro stockholders as part of a solicitation of proxies by the Avedro Board for use at the Special Meeting. This proxy statement/prospectus contains important information regarding the Special Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote and voting procedures.

        This proxy statement/prospectus is being first mailed on or about October 18, 2019 to all stockholders of record of Avedro Common Stock as of the Record Date. If you hold your shares of Avedro Common Stock through a broker, bank or other nominee, this proxy statement/prospectus is being forwarded to you by such broker, bank or other nominee.

Date, Time and Place of the Special Meeting

  The Special Meeting will be held at 9:00 a.m. (Eastern Time), on November 19, 2019 at Avedro's principal executive offices, located at 201 Jones Road, Waltham, Massachusetts 02451.

Proposals at the Special Meeting

 

At the Special Meeting, Avedro stockholders will be asked to vote on the following proposals:

 

Proposal 1—Merger Proposal. To approve the Merger and adopt the Merger Agreement and the other transactions contemplated thereby.

 

Proposal 2—Compensation Proposal. To approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by Avedro to its named executive officers and a certain named executive officer of Glaukos who is a former director of Avedro, that is based on, or otherwise relates to, the Merger.

 

Proposal 3—Adjournment Proposal. To approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if sufficient votes to approve the Merger proposal have not been obtained by Avedro.

Recommendation of the Avedro Board

 

At a meeting of the Avedro Board held on August 7, 2019, the Avedro Board unanimously (i) determined that the transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of Avedro and the Avedro stockholders; (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement; and (iii) resolved to recommend the adoption of the Merger Agreement by the Avedro stockholders.

 

The Avedro Board unanimously recommends that you vote "FOR" each of the Merger proposal, the compensation proposal and the adjournment proposal.

Shares Entitled to Vote

 

Stockholders who owned Avedro Common Stock at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Special Meeting. On the Record Date, there were 17,520,243 shares of Avedro Common Stock outstanding and entitled to vote at the Special Meeting.

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As an Avedro stockholder on the Record Date, you have a right to vote on certain matters affecting Avedro. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. Each share of Avedro Common Stock that you owned at the close of business on the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank or other nominee, entitles you to one vote on each proposal to be presented at the Special Meeting.

Quorum Requirement

 

A quorum of outstanding shares of Avedro Common Stock is necessary to take action at the Special Meeting. Holders of a majority of the outstanding shares of Avedro Common Stock entitled to vote as of the Record Date must be present, in person, by remote communication, if applicable, or by proxy, at the Special Meeting to constitute a quorum and to conduct business at the Special Meeting. Your shares are counted as present if you attend the Special Meeting in person or by remote communication, if applicable, or properly submit a proxy by telephone, over the Internet or mail. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. If you hold your shares of Avedro Common Stock in street name and you fail to give voting instructions to your broker, bank or other nominee, your shares will not be considered present for purposes of determining the presence of a quorum to transact business at the Special Meeting.

Votes Required for the Proposals; Effect of Abstentions and Failure to Vote

 

Proposal 1—Merger Proposal. Approval requires the affirmative vote of a majority of the outstanding shares of Avedro Common Stock. Abstentions will have the same effect as a vote against the Merger proposal. In addition, if you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, it will have the same effect as a vote against the Merger Proposal.

 

Proposal 2—Compensation Proposal. Approval requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy, and entitled to vote on the matter. Abstentions will have the same effect as a vote against the compensation proposal. If you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted in determining the outcome of the compensation proposal.

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Proposal 3—Adjournment Proposal. Approval requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy. Abstentions will have the same effect as a vote against the adjournment proposal. If you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted in determining the outcome of the adjournment proposal.

Methods of Voting—Stockholders of Record

 

If you are an Avedro stockholder of record, you may submit a proxy by mail, by telephone or over the Internet to instruct the voting of your shares of Avedro Common Stock at the Special Meeting or you may vote your shares of Avedro Common Stock in person at the Special Meeting. Proxies submitted by mail, by telephone or over the Internet must be received by 11:59 p.m., Eastern Time, on November 18, 2019.

 

Voting by Telephone or over the Internet. To submit a proxy by telephone or over the Internet, please follow the instructions included on your proxy card. If you submit a proxy by telephone or over the Internet, you are authorizing the individuals named on the proxy card to vote your shares of Avedro Common Stock at the Special Meeting in the manner you indicate and you do not need to complete and mail a proxy card.

 

Voting by Mail. By completing and signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares of Avedro Common Stock at the Special Meeting in the manner you indicate. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

 

If you are an Avedro stockholder of record and you sign and return your proxy card(s) without indicating how to vote on any particular proposal, the shares of Avedro Common Stock represented by your proxy card(s) will be counted as present for purposes of determining the presence of a quorum at the Special Meeting and will be voted "FOR" that proposal.

 

We encourage you to submit a proxy by telephone, over the Internet or by signing and returning the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting.

 

Voting in Person at the Meeting. If your shares of Avedro Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting.

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Methods of Voting—Beneficial Owners

 

If your shares of Avedro Common Stock are held in an account at a broker, bank or other nominee, then you are the beneficial owner of shares held in "street name" and this proxy statement/prospectus is being sent to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. If you are not a stockholder of record, you must obtain a proxy executed in your favor from the record holder of your shares to be able to vote in person at the Special Meeting.

Attending the Special Meeting

 

Stockholders of record, or their duly authorized proxies, may attend the Special Meeting. To gain admittance, you must present valid picture identification, such as a driver's license or passport. If you hold shares of Avedro Common Stock in "street name" (through a broker, bank or other nominee) and wish to attend the Special Meeting, you will also need to bring a copy of a brokerage statement (in a name matching your photo identification) reflecting your stock ownership as of the Record Date. If you are a representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are a representative of such stockholder.

 

Please note that use of cameras, recording devices and other electronic devices will not be permitted at the Special Meeting.

Voting Instructions

 

If you are a stockholder of record of Avedro Common Stock and return a signed proxy card but do not provide specific voting instructions, your shares will be voted on the proposals as follows:

 

"FOR" the Merger proposal;

 

"FOR" the compensation proposal; and

 

"FOR" the adjournment proposal.

Shares Held in Street Name

 

In general, if your shares of Avedro Common Stock are held in street name and you do not instruct your broker how to vote your shares, your brokerage firm, in its discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the proposals at the Special Meeting are routine matters.

 

If you fail to give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may not submit or vote your shares of Avedro Common Stock for any purpose at the Special Meeting, which will have the same effect as a vote against the Merger proposal.

Revoking Your Proxy

 

If you are an Avedro stockholder of record, you may revoke your proxy at any time before it is voted at the Special Meeting. To revoke your proxy, you must:

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submit a new proxy by telephone or over the Internet by 11:59 p.m., Eastern Time, on November 18, 2019;

 

sign and return another proxy card, which must be received by 11:59 p.m., Eastern Time, on November 18, 2019;

 

provide written notice of the revocation to Avedro's Secretary at: Avedro, Inc., Attention: General Counsel and Secretary, 201 Jones Road, Waltham, Massachusetts 02451, which must be received by 11:59 p.m., Eastern Time, on November 18, 2019; or

 

attend the Special Meeting and vote in person.

 

If you are the beneficial owner of shares held in "street name" by a broker, bank or other nominee, you should follow the instructions of your broker, bank or other nominee regarding the revocation of proxies.

Solicitation of Proxies

 

Avedro will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. We have hired Georgeson LLC to assist in the distribution and solicitation of proxies. Solicitations may be made personally or by mail, facsimile, telephone, messenger or via the Internet. In addition to Georgeson LLC's estimated proxy solicitation fee of $12,000 plus reasonable out-of-pocket expenses for this service, we will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding the proxy materials to Avedro stockholders. Directors, officers and employees of Avedro may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees of Avedro will not be paid any additional compensation for soliciting proxies.

Adjournments

 

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of soliciting additional proxies if Avedro has not received sufficient proxies to constitute the presence of a quorum or sufficient votes for approval of the Merger proposal. If a quorum is not present at the Special Meeting, the chairperson of the Special Meeting or holders of a majority of the votes present in person, by remote communication, if applicable, or represented by proxy at the Special Meeting may adjourn the Special Meeting. If a quorum is present, the Special Meeting may be adjourned if sufficient votes are cast in favor of the adjournment proposal. Pursuant to the Avedro Bylaws, notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which adjournment is taken. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Avedro stockholder of record entitled to vote at such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the Special Meeting. If the Special Meeting is adjourned, Avedro stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use.

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Stockholder List

 

A list of Avedro stockholders entitled to vote at the Special Meeting will be available for inspection at Avedro's principal executive offices, located at 201 Jones Road, Waltham, Massachusetts 02451, at least 10 days prior to the date of the Special Meeting and continuing through the date thereof for any purpose germane to the Special Meeting, during ordinary business hours. The list will also be available at the Special Meeting for inspection by any Avedro stockholder present at the Special Meeting.

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BENEFICIAL STOCK OWNERSHIP OF AVEDRO DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN HOLDERS OF AVEDRO COMMON STOCK

        The following table sets forth the beneficial ownership of Avedro Common Stock as of August 30, 2019, for:

        The percentage ownership information shown in the table below is based on 17,471,241 shares of Avedro Common Stock outstanding as of August 30, 2019.

        Avedro has determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of Avedro Common Stock issuable pursuant to the vesting of Avedro RSUs or the exercise of Avedro Stock Options or Avedro Warrants that are either immediately exercisable or will vest or become exercisable on or before October 29, 2019, which is 60 days after August 30, 2019. These shares are deemed to be outstanding and beneficially owned by the person holding those Avedro RSUs, Avedro Stock Options or Avedro Warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

        Except as otherwise noted below, the address for persons listed in the table is c/o Avedro, Inc., 201 Jones Road, Waltham, Massachusetts 02451.

Owner
  Number of Shares
Beneficially
Owned
  Percentage of
Shares
Beneficially
Owned
 

5% or greater stockholders:

             

Entities affiliated with OrbiMed Private Investments VI, LP(1)

    4,346,745     24.7 %

InterWest Partners X, L.P.(2)

    2,745,244     15.7  

HealthQuest Partners II, L.P.(3)

    1,437,096     8.2  

Named executive officers and directors:

             

Reza Zadno, Ph.D.(4)

    619,248     3.4  

Rajesh K. Rajpal, M.D.(5)

    135,895     *  

Jim Schuermann(6)

    67,012     *  

Garheng Kong, M.D., Ph.D.(7)

    1,437,096     8.2  

Hongbo Lu, Ph.D. 

         

Robert J. Palmisano(8)

    77,354     *  

Jonathan Silverstein(1)

    4,346,745     24.7  

Donald J. Zurbay(9)

    31,381     *  

All current executive officers and directors as a group (11 persons)(10)

    6,910,544     37.3 %

*
Represents beneficial ownership of less than 1% of the total outstanding shares of Avedro Common Stock.

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(1)
Consists of (a) 4,240,128 shares of Avedro Common Stock held by OrbiMed Private Investments VI, LP ("OPI VI"), and (b) 106,617 shares of Avedro Common Stock issuable upon exercise of an Avedro Warrant held by OrbiMed. OrbiMed Capital GP VI LLC ("GP VI"), is the general partner of OPI VI. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. OrbiMed ROF II LLC ("ROF II") is the sole general partner of OrbiMed, and OrbiMed Advisors is the sole managing member of ROF II. Jonathan Silverstein, a member of OrbiMed Advisors, is a member of the Avedro Board. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan Silverstein. The address of OrbiMed Advisors is 601 Lexington Avenue, 54th floor, New York, New York 10022.

(2)
InterWest Management Partners X, LLC ("IMP10") is the general partner of InterWest Partners X, L.P. ("IW10"). Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP10, and Keval Desai and Khalad A. Nasr are venture members of IMP10. Each managing director and venture member of IMP10 shares voting and investment power with respect to the securities held by IW10. The address for the entities is 2710 Sand Hill Road, Suite 200, Menlo Park, California 94025.

(3)
The information shown is based, in part, upon disclosures filed on a Schedule 13D on February 25, 2019 by (a) HealthQuest Partners II, L.P. ("HealthQuest"), (b) HealthQuest Venture Management II, L.L.C. ("HealthQuest Management"), and (c) Dr. Garheng Kong. HealthQuest Management is the general partner of HealthQuest . HealthQuest Management may be deemed to have voting and dispositive power over the shares held by HealthQuest. Dr. Kong, a member of the Avedro Board, is the managing member of HealthQuest Management. The address for HealthQuest is 1301 Shoreway Road, Suite 350, Belmont, California 94002.

(4)
Consists of (a) 315 shares of Avedro Common Stock that are held by the Martine and Reza Zadno Revocable Trust, for which Dr. Zadno is a co-trustee and shares voting and investment power, (b) 13,668 shares of Avedro Common Stock held by Dr. Zadno, (c) 599,118 shares of Avedro Common Stock issuable upon the exercise of Avedro Stock Options granted to Dr. Zadno that are exercisable within 60 days of August 30, 2019 and (d) 6,147 Avedro RSUs granted to Dr. Zadno that vest within 60 days of August 30, 2019.

(5)
Consists of (a) 7,243 shares of Avedro Common Stock held by Dr. Rajpal and Apra Rajpal and (b) (i) 108,363 shares of Avedro Common Stock held by Dr. Rajpal, (ii) 19,240 shares of Avedro Common Stock issuable upon the exercise of Avedro Stock Options granted to Dr. Rajpal that are exercisable within 60 days of August 30, 2019 and (iii) 1,049 Avedro RSUs granted to Dr. Rajpal that vest within 60 days of August 30, 2019.

(6)
Consists of (i) 66,070 shares of Avedro Common Stock issuable upon the exercise of Avedro Stock Options that are exercisable within 60 days of August 30, 2019 and (ii) 942 Avedro RSUs that vest within 60 days of August 30, 2019.

(7)
Dr. Kong is the managing member of HealthQuest Management, as described above in footnote (3). HealthQuest Management may be deemed to have voting and dispositive power over the shares held by HealthQuest.

(8)
Consists of (a) (i) 37,733 shares of Avedro Common Stock held by Mr. Palmisano, and (ii) 1,420 shares of Avedro Common Stock issuable upon exercise of an Avedro Warrant held by the Robert J. Palmisano 2010 Trust, for which Mr. Palmisano is a co-trustee and shares voting and investment power, and (b) 37,938 shares of Avedro Common Stock issuable upon the exercise of Avedro Stock Options granted to Mr. Palmisano that are exercisable within 60 days of August 30, 2019.

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(9)
Consists of shares (a) 3,500 shares of Avedro Common Stock held by Mr. Zurbay and (b) 27,007 of Avedro Common Stock issuable upon the exercise of Avedro Stock Options that are exercisable within 60 days of August 30, 2019.

(10)
Consists of (a) 5,848,046 shares of Avedro Common Stock held by all of Avedro's current executive officers and directors as a group, (b) 1,040,751 shares of Avedro Common Stock that all of Avedro's current executive officers and directors as a group have the right to acquire from Avedro within 60 days of August 30, 2019 pursuant to the exercise of Avedro Warrants or Avedro Stock Options scheduled to vest within 60 days of August 30, 2019 and (c) 10,747 Avedro RSUs held by all of Avedro's current executive officers and directors as a group that vest within 60 days of August 30, 2019.

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PROPOSAL 1—ADOPTION OF THE MERGER AGREEMENT

        Avedro stockholders are asked to approve the Merger and adopt the Merger Agreement and the other transactions contemplated thereby. Avedro stockholders should carefully read this entire proxy statement/prospectus and the documents incorporated herein by reference, including the full text of the Merger Agreement, which is attached as Annex A, for a more complete understanding of the Merger. For a detailed discussion of the terms of the Merger Agreement and the Merger, see the information about the Merger and the Merger Agreement throughout this proxy statement/prospectus, including the information under "The Merger Agreement" beginning on page 101 of this proxy statement/prospectus. In addition, important business and financial information about (i) Glaukos is incorporated into this proxy statement/prospectus by reference and is included in the Annexes hereto and (ii) Avedro is included under "Information About Avedro" beginning on page 129 of this proxy statement/prospectus and "Financial Statements of Avedro" beginning on page 294 of this proxy statement/prospectus. See also "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

        Approval of the Merger proposal is a condition to completion of the Merger. If the Merger proposal is not approved, the Merger will not occur. For a detailed discussion of the conditions of the Merger, see "The Merger Agreement—Conditions to the Merger" beginning on page 104 of this proxy statement/prospectus.

        Approval of the Merger proposal requires the affirmative vote of a majority of the outstanding shares of Avedro Common Stock. Abstentions will have the same effect as a vote against the Merger proposal. In addition, if you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares on the Merger proposal, it will have the same effect as a vote against the Merger proposal. Shares of Avedro Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a stockholder of record of Avedro Common Stock returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Avedro Common Stock represented by that proxy card will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Avedro Board.

        At a meeting of the Avedro Board held on August 7, 2019, the Avedro Board unanimously (i) determined that the transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of Avedro and the Avedro stockholders; (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement; and (iii) resolved to recommend the adoption of the Merger Agreement by the Avedro stockholders.


BOARD RECOMMENDATION

        The Avedro Board unanimously recommends that Avedro stockholders vote "FOR" the Merger proposal.

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PROPOSAL 2—COMPENSATION ARRANGEMENTS

        Pursuant to Section 14A of the Exchange Act, Avedro is required to provide its stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid by Avedro to its named executive officers and a certain named executive officer of Glaukos who is a former director of Avedro, that is based on or otherwise relates to, the Merger, as described under "The Merger—Interests of Certain Persons in the Merger" beginning on page 92 of this proxy statement/prospectus.

        The Avedro Board encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this proxy statement/prospectus, and to cast a vote to approve the following resolution:

        Approval of the compensation proposal requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy, and entitled to vote on the matter. Abstentions will have the same effect as a vote against the compensation proposal. If you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted in determining the outcome of the compensation proposal. Shares of Avedro Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a stockholder of record of Avedro Common Stock returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Avedro Common Stock represented by that proxy card will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Avedro Board. This proposal is advisory and therefore not binding on the Avedro Board. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval.

        This advisory vote is separate and apart from the vote on the Merger proposal. The approval of this proposal is not a condition to consummation of the Merger. Whether or not this proposal is approved will have no impact on completion of the Merger.


BOARD RECOMMENDATION

        The Avedro Board unanimously recommends that Avedro stockholders vote "FOR" the compensation proposal.

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PROPOSAL 3—ADJOURNMENTS OF THE SPECIAL MEETING

        This proposal would permit the Avedro Board to adjourn from time to time the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger proposal.

        Pursuant to the Avedro Bylaws, notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which adjournment is taken. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the Special Meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

        Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Avedro Common Stock present at the Special Meeting in person, by remote communication, if applicable, or by proxy. Abstentions will have the same effect as a vote against the adjournment proposal. If you do not submit a valid proxy or attend the Special Meeting to vote your shares of Avedro Common Stock in person or if you hold your shares of Avedro Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted in determining the outcome of the adjournment proposal. Shares of Avedro Common Stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a stockholder of record of Avedro Common Stock returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Avedro Common Stock represented by that proxy card will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Avedro Board.


BOARD RECOMMENDATION

        The Avedro Board unanimously recommends that Avedro stockholders vote "FOR" the adjournment proposal.

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THE MERGER

        This section of the proxy statement/prospectus describes certain material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated herein by reference, including the full text of the Merger Agreement, which is attached as Annex A, for a more complete understanding of the Merger. In addition, important business and financial information about (i) Glaukos is incorporated into this proxy statement/prospectus by reference and is included in the Annexes hereto and (ii) Avedro is included under "Information About Avedro" beginning on page 129 of this proxy statement/prospectus and "Financial Statements of Avedro" beginning on page 294 of this proxy statement/prospectus. See also "Where You Can Find More Information" beginning on page 292 of this proxy statement/prospectus and "Incorporation of Certain Information by Reference" beginning on page 293 of this proxy statement/prospectus.

Background of the Merger

        As a leading commercial-stage ophthalmic medical technology company, Avedro's management team regularly considers and pursues opportunities to create stockholder value. Avedro's management has periodically reviewed and discussed business, operational and strategic plans to enhance and complement Avedro's existing business to address the needs of its customers.

        In February 2019, Avedro completed the initial public offering ("IPO") of Avedro Common Stock at a price of $14.00 per share, with net proceeds of $65.1 million, and listed the Avedro Common Stock for trading on Nasdaq.

        On June 12, 2019, Thomas W. Burns, President and Chief Executive Officer of Glaukos (and a member of the Avedro Board at the time), called Dr. Reza Zadno, President and Chief Executive Officer of Avedro, stating Glaukos' intention to submit a written indication of interest to acquire all Avedro Common Stock in exchange for shares of Glaukos Common Stock (the "June 12 Indication of Interest"). Mr. Burns communicated that Glaukos, based upon publicly available information about Avedro, would propose a purchase price of $23 per share of Avedro Common Stock using a fixed exchange ratio based on Glaukos' stock price prior to the signing of a definitive agreement. Mr. Burns also described Glaukos' steps to address potential conflicts of interest arising from two overlapping members of the Avedro Board and Glaukos Board, Mr. Burns and Dr. Gilbert H. Kliman. Mr. Burns noted that Dr. Kliman was not aware of Glaukos' interest in acquiring Avedro, and that neither he nor Dr. Kliman were participating on a special committee of the Glaukos Board that had been established on May 29, 2019 to assess a potential transaction with Avedro. Mr. Burns stated to Dr. Zadno that he had and would continue to recuse himself from Glaukos' future processes relating to a potential transaction and that any related communications from Avedro to Glaukos should be directed to Joseph Gilliam, Glaukos' Chief Financial Officer. Mr. Burns then informed Dr. Zadno that he would recuse himself from participating, as a member of the Avedro Board and its committees, in the process relating to a potential transaction. Later that same day, Mr. Burns called Dr. Kliman and Jonathan Silverstein as a courtesy to inform them of the June 12 Indication of Interest, and no other details were discussed. Dr. Kliman then immediately recused himself from participating in the process relating to a potential transaction, including as a member of the Avedro Board and Glaukos Board and any committee of either of such board of directors.

        Following Dr. Zadno's call with Mr. Burns, Mr. Gilliam sent Glaukos' June 12 Indication of Interest in writing to Dr. Zadno. That same day, Dr. Zadno and management called each member of the Avedro Board (excluding Mr. Burns and Dr. Kliman) to inform them of the June 12 Indication of Interest and that Mr. Burns and Dr. Kliman had each recused themselves from the Avedro Board in any process relating to a potential transaction.

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        On June 14, 2019, the Avedro Board (excluding Mr. Burns and Dr. Kliman, who did not receive notice of or participate in any of the Avedro Board meetings during this period) met by telephone with members of management and Cooley present to discuss the June 12 Indication of Interest, the strategic review process and approval for engaging a financial advisor in connection with the potential transaction. At this meeting, Cooley described the fiduciary duties of the Avedro Board in considering a stock-for-stock acquisition and strategic alternatives and discussed with the Avedro Board the recusal of Mr. Burns and Dr. Kliman and other process-related considerations that included the confirmation that no other Avedro Board members had any conflict of interest that would require recusal. The Avedro Board discussed management's recommendation that a financial advisor be retained and agreed to contact Guggenheim Securities based on its experience in the medical technology industry, its expertise in mergers and acquisitions as well as its familiarity with Avedro because it served as an underwriter to Avedro's IPO. The Avedro Board also established a transaction committee (the "Transaction Committee") to oversee the strategic review process, including negotiation of a potential acquisition of Avedro by Glaukos. The Transaction Committee consisted of Robert J. Palmisano, Jonathan Silverstein and Donald Zurbay, each of whom were chosen based on their independence, experience with strategic transactions, existing roles on the Avedro Board and willingness to serve on the Transaction Committee. The Transaction Committee was formed to facilitate the review and negotiation of a potential transaction and not in response to a potential conflict of interest.

        On June 14, 2019, Dr. Zadno emailed Mr. Gilliam to acknowledge receipt of the June 12 Indication of Interest.

        On June 19, 2019, Dr. Zadno called Mr. Gilliam to inform Glaukos that Avedro was working with Guggenheim Securities to evaluate the June 12 Indication of Interest.

        On June 28, 2019, the Transaction Committee met by telephone with other Avedro Board members, management, Guggenheim Securities and Cooley. Prior to Guggenheim Securities joining the meeting, the Transaction Committee discussed and approved the terms of an engagement letter negotiated with Guggenheim Securities that included Guggenheim Securities' conflicts disclosures and was to be effective as of June 27, 2019. At the meeting, Guggenheim Securities presented a preliminary financial analysis of the exchange ratio implied in the June 12 Indication of Interest (which implied an approximately 13% pro forma ownership of the combined company by the stockholders of Avedro). Management reviewed Avedro's base financial projections through 2025 and projections for the refractive product opportunity through 2029 on a non-probability adjusted basis. The Transaction Committee approved the projections and the use thereof by Guggenheim Securities. The Transaction Committee discussed the proposed response to Glaukos' June 12 Indication of Interest in light of Avedro's current performance and prospects as a standalone company and determined that the price and pro forma ownership percentage implied in the June 12 Indication of Interest undervalued Avedro and was therefore not a compelling offer. The Transaction Committee instructed Guggenheim Securities to call Glaukos' financial advisor, Perella Weinberg, to convey that the June 12 Indication of Interest was not an acceptable offer.

        On June 28, 2019, Guggenheim Securities called Perella Weinberg to communicate that the June 12 Indication of Interest was not at a level that would cause Avedro to engage in due diligence or further discussions and indicated that a transaction in which approximately 16% of the combined company would be owned by the Avedro stockholders would be needed to proceed with discussions.

        On June 29, 2019, Guggenheim Securities and Perella Weinberg met by telephone to discuss further Avedro's response to the June 12 Indication of Interest. Perella Weinberg stated that they had reviewed the feedback from the Transaction Committee with certain members of Glaukos' management. Perella Weinberg communicated that they expected that Glaukos would be able to agree to a transaction in which 14% of the combined company would be owned by the Avedro stockholders (vs. the implied approximate 13% ownership pursuant to the June 12 Indication of Interest) and that

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Glaukos may be able to agree to 15% or even slightly higher than 15% ownership by Avedro stockholders in the combined company, subject to continued diligence and confirmation that certain key assumptions of Glaukos with respect to Avedro were met or exceeded. However, Perella Weinberg also communicated to Guggenheim Securities that Glaukos would not proceed with a transaction that resulted in an ownership of 16% of the combined company by the Avedro stockholders, and suggested that discussions should terminate if that level of ownership was required by Avedro.

        On June 30, 2019, Mr. Gilliam called Dr. Zadno to reinforce the message conveyed by Perella Weinberg that he believed Glaukos could ultimately offer up to 15%, or slightly higher, of pro forma Avedro ownership in the combined company.

        On July 1, 2019, the Transaction Committee met by telephone with other Avedro Board members, management, Guggenheim Securities and Cooley. Guggenheim Securities provided an update regarding its communications with Perella Weinberg. The Transaction Committee advised Guggenheim Securities that Avedro would authorize the commencement of mutual due diligence and further discussions with Glaukos, provided that the Transaction Committee would not recommend proceeding with a transaction unless the exchange ratio would result in Avedro's stockholders having a post-closing ownership percentage in a range between 15% and 16% of the combined company. The Transaction Committee then discussed seeking the right to appoint a director to the Glaukos Board at closing. The Transaction Committee also considered with its advisors the possibility of conducting a market check, including the identity of third parties potentially interested in acquiring Avedro and the views of Guggenheim Securities of the potential strategic interest of each of these parties, including the fact that none of the potentially interested parties has shown any interest in acquiring Avedro during or following prior business development discussions. The Transaction Committee discussed the risks of conducting a market check, including the risk of leaks, before deferring a decision on whether to contact any other potential third party acquirers.

        Later that day, at the direction of the Transaction Committee, Guggenheim Securities conveyed to Perella Weinberg the determination of the Transaction Committee to authorize the commencement of mutual due diligence and the Transaction Committee's position on the pro forma ownership percentage and governance considerations.

        During the week of July 1, 2019, Avedro, Glaukos, Guggenheim Securities, Perella Weinberg, Cooley and O'Melveny, coordinated with respect to diligence topics and the scheduling of management meetings.

        On July 8, 2019, Glaukos and Avedro entered into a mutual confidentiality agreement (the "Confidentiality Agreement"), in order to facilitate the consideration and negotiation of a possible transaction between the parties, pursuant to which, among other things, both parties agreed, subject to certain exceptions, to keep confidential certain non-public information disclosed to the other party. The Confidentiality Agreement included a twelve-month standstill with a standard fall-away provision and permission for Glaukos to confidentially approach Avedro's senior management, the Avedro Board members or financial advisor during the standstill period.

        On July 9, 2019, members of Avedro and Glaukos management met in-person in Dana Point, California, to discuss the proposed transaction and commence the mutual due diligence process, with each party giving a management presentation. At this meeting, Mr. Burns, in his capacity as Chief Executive Officer of Glaukos, and at Avedro's request, led a discussion of Glaukos' business, including his view as to how the acquisition of Avedro would complement Glaukos' business.

        On July 10, 2019, Guggenheim Securities and Perella Weinberg discussed by telephone the fully diluted equity information for each of Glaukos and Avedro in order to ensure they were consistent in their assumptions regarding the pro forma ownership of the combined company under various potential exchange ratios.

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        On July 11, 2019, Perella Weinberg sent Glaukos' initial due diligence request list to Guggenheim Securities, and Avedro opened its electronic data room for Glaukos and its representatives.

        On July 12, 2019, Glaukos opened an electronic data room to Avedro senior management. The same day, Guggenheim Securities and Perella Weinberg discussed by telephone the due diligence process and key topics. On that call, Perella Weinberg communicated Glaukos' request to have its representatives visit Avedro's headquarters during the week of July 22, 2019.

        On July 15, 2019, Glaukos and Avedro, and their respective financial advisors, held a diligence call regarding Glaukos' commercial product portfolio and product pipeline as well as key market and other assumptions to enable Avedro management to prepare Glaukos financial projections that could be used by the Avedro Board and Guggenheim Securities in their respective analysis regarding the contemplated acquisition of Avedro by Glaukos.

        On July 16, 2019, Glaukos and Avedro, and their respective financial advisors, held a diligence call to discuss Avedro's products, technology, market and product pipeline. Later that day, Glaukos and Avedro, and their respective financial advisors, held a call to discuss Glaukos' strategic rationale for the proposed transaction.

        On July 17, 2019, Glaukos and Avedro, and their respective financial advisors, held a diligence call regarding Avedro's intellectual property.

        On July 19, 2019, Perella Weinberg communicated Glaukos' proposal of an exchange ratio of 0.350, implying a post-closing pro forma ownership percentage for Avedro stockholders of approximately 14.6% ("July 19 Proposal") to Guggenheim Securities. Guggenheim Securities then provided an update to Dr. Zadno on the same day. Later that same day Dr. Zadno updated each of the Transaction Committee members individually about the July 19 Proposal and each of the Transaction Committee members indicated that Avedro should end the discussions with Glaukos because the July 19 Proposal was below the ownership percentage established by the Transaction Committee as the floor for what the Transaction Committee would accept as discussed at the Transaction Committee Meeting on July 1, 2019 and was not sufficient given Avedro's alternative prospects as a standalone company.

        On July 20, 2019, Dr. Zadno informed Guggenheim Securities that the Transaction Committee had rejected the July 19 Proposal and determined to end discussions with Glaukos. Later that day, Guggenheim Securities conveyed this message to Perella Weinberg.

        On July 23, 2019, Perella Weinberg sent to Guggenheim Securities a revised proposal increasing the exchange ratio to 0.365, implying a post-closing pro forma ownership for Avedro stockholders of approximately 15.1% of the combined company (the "July 23 Proposal"). Perella Weinberg indicated that this was Glaukos' best and final offer and that Glaukos expected the merger agreement to reflect terms that would provide high certainty of closing, including requiring voting agreements from certain stockholders represented on the Avedro Board and a termination fee on the high end of precedent termination fees. Perella Weinberg also communicated that Glaukos expected to assume Avedro's outstanding stock options without any acceleration of vesting and also expected that the Avedro Board would not approve any new change of control related benefits.

        On July 24, 2019, the Transaction Committee met by telephone with other members of the Avedro Board, management, Guggenheim Securities and Cooley. At this meeting, the Transaction Committee evaluated and discussed the July 23 Proposal, and Guggenheim Securities reviewed the financial aspects of the July 23 Proposal, including Avedro management's financial projections of Glaukos and Avedro management's financial projections of revenue synergies and cost synergies from the proposed combination and financial analyses of the proposed exchange ratio. Management also reviewed for the Transaction Committee the key findings from management's business and financial due diligence of Glaukos. The Transaction Committee further discussed requesting representation on the Glaukos Board

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following the closing. Following a discussion, the Transaction Committee approved the negotiation of a definitive agreement based on the July 23 Proposal and continued discussion with Glaukos regarding post-closing board representation. During this meeting, the Transaction Committee again discussed with its advisors the possibility of conducting a market check before deciding against it, primarily because (i) a market check might result in market leaks that could jeopardize the proposed transaction, (ii) the July 23 Proposal offered Avedro stockholders approximately 15.1% pro forma ownership in the combined company with, in the viewpoint of the Transaction Committee, meaningful synergies and prospects, as well as the potential to participate in future stock price appreciation, (iii) the Transaction Committee did not believe that any cash acquirer would be likely to offer financial terms superior to the July 23 Proposal because of the historic lack of engagement by other potential strategic parties, and (iv) the merger agreement would permit Avedro to consider and terminate the merger agreement to accept an unsolicited superior proposal, subject to the obligation to pay the Avedro Termination Fee (as defined below).

        Following the meeting, at the direction of the Transaction Committee, Guggenheim Securities informed Perella Weinberg of the decision to move forward with negotiations based on the July 23 Proposal, and reinforced the Transaction Committee's desire for board representation.

        On July 25, 2019, members of Glaukos' management team visited the headquarters of Avedro in Waltham, Massachusetts for diligence meetings with Avedro management. That same day, Avedro sent a due diligence request list to Glaukos.

        On July 25, 2019, O'Melveny sent Cooley initial drafts of the Merger Agreement and the Voting Agreement. The Merger Agreement, among other customary terms, included a termination fee for Avedro payable in certain circumstances (the "Avedro Termination Fee") measured at 5% of the equity value of the transaction. The Merger Agreement did not impose operating covenants on Glaukos. The draft Voting Agreements committed signatory stockholders to, among other things, voting all of their respective shares of Avedro Common Stock in favor of the transaction. This obligation would decrease to an aggregate of approximately 30% of the outstanding shares of Avedro Common Stock (spread proportionately between the signatory stockholders) in the event the Avedro Board made a Company Change of Recommendation in connection with an Intervening Event (the "Ratchet Down Provision"). The draft Voting Agreements also included an irrevocable proxy.

        On July 29, 2019, Cooley sent O'Melveny a revised draft of the Merger Agreement and a revised draft of the Voting Agreement. The revised draft of the Merger Agreement, among other things, included a placeholder for the Avedro Termination Fee, certain limited operating covenants for Glaukos and a covenant relating to the composition of the post-merger Glaukos Board. In the revised draft of the Voting Agreements, the irrevocable proxy provision was deleted, and the Ratchet Down Provision was replaced with a concept that the Voting Agreements would terminate in the event the Avedro Board made a Company Change of Recommendation in connection with an Intervening Event.

        On July 31, 2019, O'Melveny held a call with Cooley to discuss open issues in the draft Merger Agreement. O'Melveny conveyed Glaukos' position that it would not agree to provide Avedro a board seat on the Glaukos Board. Following the call, O'Melveny sent Cooley revised drafts of the Merger Agreement and the Voting Agreement. In the Merger Agreement, among other things, the Avedro Termination Fee was left blank and the limited operating covenants of Glaukos and board composition covenant were deleted. In the Voting Agreements, each of the Ratchet Down Provision and the irrevocable proxy provision were reinserted.

        On August 2, 2019, the Avedro Board met by telephone with management, Guggenheim Securities and Cooley. Cooley provided an update on the Merger Agreement negotiations, described open issues and received feedback from the Avedro Board, including its willingness to forego a board seat on the Glaukos Board. Cooley also described the key terms of the Voting Agreements that Glaukos proposed be signed by each of the chief executive officer of Avedro, chief financial officer of Avedro, and each

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5% or greater stockholder of Avedro with a representative on the Avedro Board other than InterWest because of Dr. Kliman's recusal and the waiver of Section 203 of the DGCL that the Avedro Board would be asked to approve prior to the stockholders entering into the Voting Agreements. During the meeting, Avedro management presented their due diligence findings relating to Glaukos. Management also discussed the proposed communication plan for the announcement of the proposed transaction. The meeting was adjourned and then resumed in order for Mr. Burns, in his capacity as Chief Executive Officer of Glaukos, to present to the Avedro Board, at the Avedro Board's request, a discussion of Glaukos' business, including his view as to how the acquisition of Avedro would complement Glaukos' business, consistent with his July 9, 2019 presentation to Avedro's management.

        Later that day, Avedro management held a diligence call with Glaukos management to discuss Glaukos' perspective on potential revenue and cost synergies from the combination. Also that day, Cooley sent O'Melveny a revised draft of the Merger Agreement. The revised draft of the Merger Agreement, among other things, included an Avedro Termination Fee equal to 4% of the equity value of the transaction.

        On August 2, 2019, Avedro management sent the Voting Agreement to the institutional stockholders being asked to sign the same. Stockholders subsequently provided comments on the Voting Agreement to Cooley, which Cooley conveyed to O'Melveny.

        On August 4, 2019, O'Melveny sent Cooley a revised Merger Agreement, including, among other changes, an Avedro Termination Fee equal to 4.5% of the equity value of the transaction.

        Between August 4 and August 7, 2019, Cooley and O'Melveny continued to exchange drafts of the Merger Agreement.

        On August 6, 2019, the Avedro Board met by telephone with members of management, Cooley and Guggenheim Securities to review the terms of the transaction. Cooley and Guggenheim Securities summarized the transaction negotiations, including the resolution of key open points. Cooley then provided a detailed summary of the terms of the transaction, including the conditions to closing and protective provisions, and a presentation on the fiduciary duties of the Avedro Board in the context of approving the proposed transaction. Guggenheim Securities next reviewed with the Avedro Board Guggenheim Securities' financial analysis of the Exchange Ratio. Following a discussion, the Avedro Board agreed that proceeding with the proposed transaction at the Exchange Ratio is in the best interest of the stockholders and agreed to meet the following day to approve the transaction. The Avedro Board was aware that Mr. Burns and Dr. Kliman intended to resign from the Avedro Board later in the day and approved the acceleration of the vesting of all of Mr. Burns' and Dr. Kliman's RSUs and options to acquire Avedro Common Stock effective as of August 6, 2019.

        On August 6, 2019, after the conclusion of the Transaction Committee meeting, Dr. Kliman and Mr. Burns each resigned from the Avedro Board. Dr. Kliman also resigned from the Glaukos Board on August 6, 2019.

        On August 7, 2019, the parties finalized the Merger Agreement and agreed to an Avedro Termination Fee of 4% of the equity value of the transaction.

        On August 7, 2019, the Avedro Board met by telephone with management, Guggenheim Securities and Cooley. At such meeting, Guggenheim Securities reviewed with the Avedro Board Guggenheim Securities' financial analysis of the Exchange Ratio and rendered an oral opinion, confirmed by delivery of a written opinion dated August 7, 2019 to the Avedro Board to the effect that, as of that date and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio in connection with the Merger was fair, from a financial point of view, to the holders of Avedro Common Stock (excluding Glaukos and its affiliates). Following the discussion, the Avedro Board unanimously (i) determined that the transactions contemplated by the Merger Agreement are advisable and fair to

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and in the best interests of Avedro and Avedro's stockholders, (ii) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (iii) resolved to recommend the adoption of the Merger Agreement by Avedro's stockholders and (iv) confirmed that its approval of the Merger Agreement and the transactions contemplated thereby constituted approval under Section 203 of the DGCL, as a result of which the Merger Agreement, the Voting Agreements, the Merger and the transactions did not and would not be subject to any restrictions under Section 203 of the DGCL.

        After the respective meetings of the Avedro Board and Glaukos Board, Avedro, including certain employees and directors, and Glaukos executed the Voting Agreements and Merger Agreement.

        After the close of trading, the parties issued a joint press release announcing the execution of the Merger Agreement and the Voting Agreements.

Effects of the Merger

        Upon completion of the Merger, Merger Sub, a wholly owned subsidiary of Glaukos, will merge with and into Avedro. Avedro will continue as the Surviving Corporation.

Treatment of Avedro Common Stock

        At the Effective Time, each share of Avedro Common Stock (other than shares of Avedro Common Stock owned by Glaukos, Merger Sub or Avedro or any direct or indirect, wholly owned subsidiary of Avedro or Glaukos) issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive a number of shares of Glaukos Common Stock equal to the product of the number of shares of Avedro Common Stock multiplied by the Exchange Ratio. No fractional shares of Glaukos Common Stock will be issued in the Merger and Avedro's stockholders will receive cash in lieu of any fractional share.

Treatment of Avedro Stock Options

        At the Effective Time, each Avedro Stock Option will be assumed by Glaukos and converted into an Assumed Stock Option to purchase a number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio. The per share exercise price for the Glaukos Common Stock issuable upon exercise of such Assumed Stock Option will be equal (rounded up to the nearest whole cent) to the exercise price per share of Avedro Common Stock applicable to such Avedro Stock Option immediately prior to the Effective Time divided by the Exchange Ratio. Except as provided above, each Assumed Stock Option will be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as the corresponding Avedro Stock Option immediately prior to the Effective Time. After the Effective Time, each Assumed Stock Option will no longer represent the right to acquire Avedro Common Stock.

Treatment of Avedro RSUs

        At the Effective Time, each outstanding Avedro RSU (but excluding any Avedro RSU that becomes vested prior to or as a result of the consummation of the Merger and is settled in shares of Avedro Common Stock that converts into the right to receive the Merger Consideration) will be assumed by Glaukos and converted into the right to receive the number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro RSU immediately prior to the Effective Time multiplied by the Exchange Ratio. Except as provided above, each Assumed RSU will be subject to the same terms and conditions (including vesting, payment and withholding provisions) as the corresponding

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Avedro RSU immediately prior to the Effective Time. After the Effective Time, each Assumed RSU will no longer represent the right to acquire Avedro Common Stock.

        At the Effective Time, Glaukos will assume all of Avedro's obligations under its employee stock plans in respect of Avedro Stock Options and Avedro RSUs, and any outstanding awards and obligations under such agreements. Promptly after the Effective Time (no longer than 5 business days), Glaukos will file or will otherwise have available a registration statement on Form S-8 (or other appropriate form) with respect to the shares of Glaukos Common Stock subject to the Assumed Stock Options and Assumed RSUs.

Treatment of Avedro Employee Stock Purchase Plan

        Any offering period in progress under the ESPP will be terminated on the Final Exercise Date. On the Final Exercise Date, the funds credited for each participant under the ESPP will be used to purchase shares of Avedro Common Stock in accordance with the terms of the ESPP, and each share of Avedro Common Stock purchased under the ESPP that is outstanding at the Effective Time will be converted into the right to receive (less any applicable withholding taxes) the Merger Consideration. Any funds credited to a participant under the ESPP that are not used to purchase shares of Avedro Common Stock in accordance with the terms of the ESPP will be refunded to such participant as promptly as practicable following the Final Exercise Date. No further share purchase rights will be granted or exercised under the ESPP after the Final Exercise Date. The ESPP will be terminated as of the Effective Time.

Treatment of Avedro Warrants

        At the Effective Time, each Avedro Warrant (or portion thereof) issued in favor of each of Hercules Technology III, L.P. and OrbiMed that is outstanding and unexercised as of immediately prior to the Effective Time will be assumed by Glaukos and converted into an Assumed Warrant to purchase a number of shares of Glaukos Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Avedro Common Stock subject to such Avedro Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio. The per share exercise price for the Glaukos Common Stock issuable upon exercise of such Assumed Warrant will be equal (rounded up to the nearest whole cent) to the per share exercise price of Avedro Common Stock applicable to such Avedro Warrant immediately prior to the Effective Time divided by the Exchange Ratio. Except as provided above, each Assumed Warrant will be subject to the same terms and conditions (including expiration date and exercise provisions) as the corresponding Avedro Warrant immediately prior to the Effective Time.

        Further, at the Effective Time, each Avedro Warrant (other than Avedro Warrants that are being converted into Assumed Warrants, as discussed in the foregoing paragraph) that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive a number of shares of Glaukos Common Stock equal to (i) the number of shares of Avedro Common Stock subject to such Avedro Warrant multiplied by the Exchange Ratio minus (ii) the quotient obtained by dividing the aggregate exercise price of such Avedro Warrant by the Glaukos Trading Price. Holders of such cancelled and converted Avedro Warrants that would otherwise have been entitled to receive a fraction of a share of Glaukos Common Stock will receive, in lieu of any such fractional share, cash (rounded down to the nearest whole cent and without interest) in an amount equal to such fractional amount multiplied by the Glaukos Trading Price. After the Effective Time, each holder of an Assumed Warrant or a cancelled and converted Avedro Warrant will cease to have any rights to acquire Avedro Common Stock or any other Avedro capital stock.

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Other Effects

        The rights pertaining to Glaukos Common Stock will be different from the rights pertaining to Avedro Common Stock, because the Glaukos Charter and the Glaukos Bylaws in effect immediately after the completion of the Merger will be different from the Avedro Charter and the Avedro Bylaws, respectively. A further description of the rights pertaining to Glaukos Common Stock and the Glaukos Charter and Glaukos Bylaws is set forth under "Comparison of Rights of Holders of Glaukos Common Stock and Avedro Common Stock" beginning on page 267 of this proxy statement/prospectus.

Glaukos Reasons for the Merger

        The Glaukos Board delegated responsibility to the Special Committee to evaluate a potential transaction with Avedro. The members of the Special Committee are Mark J. Foley, David F. Hoffmeister, William J. Link, Marc A. Stapley and Aimee S. Weisner, each of whom the Glaukos Board previously determined is an independent director under the rules of the NYSE. Mr. Thomas W. Burns, the President and Chief Executive of Glaukos and a member of the Glaukos Board, and Dr. Gilbert Kliman, a member of the Glaukos Board at the time the Special Committee was formed, were each members of the Avedro Board and held equity interests in Avedro, and accordingly, were excluded from participating as members of the Special Committee.

        Among other things, the Special Committee unanimously recommended that the Glaukos Board adopt, approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and such other agreements, instruments and documents as are contemplated by the Merger Agreement, including the Voting Agreements. The Special Committee also determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are fair to and in the best interests of Glaukos, Merger Sub and their respective stockholders.

        Upon such recommendation from the Special Committee, and after consultation with members of Glaukos' management, the Glaukos Board (with Mr. Thomas W. Burns recusing himself) adopted, approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are fair to and in the best interests of Glaukos, Merger Sub, and their respective stockholders. The Glaukos Board also considered the fact that it believed the Merger will be an ideal fit for Glaukos' core strengths in creating ophthalmic markets with novel therapies that address important unmet clinical needs of practitioners and patients as a result of Avedro having in place many of the same strategic attributes Glaukos used to pioneer MIGS, including proprietary solutions, extensive clinical validation, broad reimbursement and first-to-market status. The Glaukos Board believes that combined organizations can possess the essential expertise, scale and reach to maximize these opportunities, drive further commercialization of Avedro's bio-activated pharmaceuticals and establish another synergistic and durable Glaukos franchise to fuel potential near-and long-term growth and shareholder value.

Avedro Board Recommendation and Its Reasons for the Merger

        At a meeting held on August 7, 2019, the Avedro Board, after careful review and consideration, among other things, unanimously approved the Merger Agreement and determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including the Voting Agreements, are fair to and in the best interests of Avedro and its stockholders. The Avedro Board unanimously recommends that Avedro stockholders vote (a) "FOR" the Merger proposal, (b) "FOR" the compensation proposal and (c) "FOR" the adjournment proposal.

        In evaluating the Merger Agreement and the Merger, the Avedro Board consulted with (i) Avedro's senior management, (ii) Avedro's outside legal counsel regarding its obligations, legal due

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diligence matters and the legal terms of the Merger Agreement and (iii) Avedro's financial advisor regarding the financial terms of the Merger Agreement, and considered a number of factors, including the following:

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        The foregoing discussion of the Avedro Board's reasons for its recommendation to Avedro's stockholders is not meant to be exhaustive, but is intended to address the material information and principal factors considered by the Avedro Board. In view of the factors considered in connection with its evaluation of the proposed Merger and the complexity of these matters, the Avedro Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the proposed Merger and the Merger Agreement and to make its recommendation to Avedro stockholders. In addition, individual members of the Avedro Board may have given differing weights to different factors. In reaching its

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determination to approve the proposed Merger and the Merger Agreement, the Avedro Board conducted an overall review of the factors described above, including thorough discussions with Avedro's management and outside legal and financial advisors. The Avedro Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger.

        The Avedro Board made its recommendation based on the totality of information presented to, and the investigation conducted by, the Avedro Board. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under "Special Note Regarding Forward-Looking Statements" beginning on page 40 of this proxy statement/prospectus.

Opinion of Financial Advisor to Avedro

Overview

        Avedro retained Guggenheim Securities as its financial advisor in connection with the potential sale of Avedro. In selecting Guggenheim Securities as its financial advisor, Avedro considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the biotechnology and medical device sectors. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

        At the August 7, 2019 meeting of the Avedro Board, Guggenheim Securities rendered an oral opinion, which was confirmed by delivery of a written opinion, to the Avedro Board to the effect that, as of August 7, 2019 and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio in connection with the Merger was fair, from a financial point of view, to the holders of Avedro Common Stock (excluding Glaukos and its affiliates).

        This description of Guggenheim Securities' opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex C to this proxy statement/prospectus and which you should read carefully and in its entirety. Guggenheim Securities' written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities' written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, capital markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

        In reading the discussion of Guggenheim Securities' opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith) or the summary of Guggenheim Securities' underlying financial analyses elsewhere in this proxy statement/prospectus:

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        In the course of performing its reviews and analyses for rendering its opinion, Guggenheim Securities:

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        With respect to the information used in arriving at its opinion, Guggenheim Securities noted that:

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        Guggenheim Securities also noted certain other considerations with respect to its engagement and the rendering of its opinion:

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Summary of Financial Analyses

Overview of Financial Analyses

        This "Summary of Financial Analyses" presents a summary of the principal financial analyses performed by Guggenheim Securities and presented to the Avedro Board in connection with Guggenheim Securities' rendering of its opinion. Such presentation to the Avedro Board was supplemented by Guggenheim Securities' oral discussion, the nature and substance of which may not be fully described herein.

        Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully such financial analyses, the summary data and tables must be read together with the full text of the summary. Considering the summary data and tables alone could create a misleading or incomplete view of Guggenheim Securities' financial analyses.

        The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved. A fairness opinion therefore is not readily susceptible

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to partial analysis or summary description, and taking portions of the financial analyses set forth below, without considering such analyses as a whole, would in Guggenheim Securities' view create an incomplete and misleading picture of the processes underlying the financial analyses considered in rendering Guggenheim Securities' opinion.

        In arriving at its opinion, Guggenheim Securities:

        With respect to the financial analyses performed by Guggenheim Securities in connection with rendering its opinion:

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Certain Definitions

        Throughout this "Summary of Financial Analyses," the following financial terms are used in connection with Guggenheim Securities' various financial analyses:

Recap of Implied Merger Financial Metrics

        Based on the Exchange Ratio of 0.365 shares of Glaukos Common Stock for each share of Avedro Common Stock and the closing price of Glaukos Common Stock of $73.10 per share on August 7, 2019, Guggenheim Securities calculated various Merger-implied premia (as of August 7, 2019, the last trading day before the public announcement of the Merger) and Merger-implied multiples as outlined in the table below:


Merger-Implied Premia and Merger-Implied Multiples

Merger Price per Share

  $ 26.68 (1)

 

 
  Avedro
Common
Stock
Price
  Implied
Premium
 

Acquisition Premium Relative to Avedro's:

             

Closing Avedro Common Stock Price @ 08/07/2019

  $ 17.06     56 %

All-Time High Avedro Common Stock Price

    22.52     18  

VWAPs

             

5-Day VWAP

    16.90     58  

10-Day VWAP

    17.51     52  

30-Day VWAP

    18.43     45  

60-Day VWAP

    19.37     38  

90-Day VWAP

    18.58     44  

 

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  Implied
Multiple
 

Enterprise Value/Revenue for Avedro:

       

CY2019E—

  Avedro Management Estimates     12.0 x

  Wall Street Consensus Estimates     12.8  

NTM @ 06/302019—

 

Avedro Management Estimate

   
10.5

x

  Wall Street Consensus Estimates     10.9  

CY2020E—

 

Avedro Management Estimates

   
8.9

x

  Wall Street Consensus Estimates     9.5  

(1)
The Avedro Board reviewed the merger-implied premia and merger-implied multiples on August 6, 2019, which was based on trading prices as of August 5, 2019, implying merger consideration of $27.40 per share of Avedro Common Stock.

Avedro Financial Analyses

Recap of Avedro Financial Analyses

        In evaluating Avedro in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including selected publicly traded companies analysis, selected precedent merger and acquisition transactions analysis and discounted cash flow analyses. Solely for informational reference purposes, Guggenheim Securities also reviewed the trading price range of Avedro Common Stock since its IPO, Wall Street equity research analysts' price targets of Avedro Common Stock and premiums paid in selected precedent all-stock transactions announced since 2016 with transaction values in excess of $100 million.

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Recap of Avedro Financial Analyses

Merger Price per Share   $ 26.68 (1)
Midpoint Value of Pro Forma Synergized Discounted Cash Flow Analysis for the Merger   $ 43.82  

 

 
  Reference Range
for Avedro
Valuation
 
Financial Analyses
  Low   High  
Selected Publicly Traded Companies Analysis:              

2019E Revenue

  $ 16.60   $ 26.60  

2020E Revenue

    18.80     29.60  

Selected Precedent M&A Transactions Analysis:

 

 

 

 

 

 

 

NTM @ 06/30/2019 Revenue

  $ 18.70   $ 25.50  

Discounted Cash Flow Financial Analyses:

 

 

 

 

 

 

 

Avedro Base Business

  $ 22.90   $ 36.80 (2)

Avedro Base Business and Probability of Success Adjusted Pipeline

    31.00     55.00 (2)

For Informational Reference Purposes

 

 

 

 

 

 

 
Intraday Avedro Common Stock Price Range Since its IPO   $ 10.80   $ 22.50  
Wall Street Equity Research Stock Price Targets(3)     14.10     22.00  
Precedent One-Day Stock Price Premiums     19.60     23.90  

(1)
The Avedro Board reviewed the Avedro Financial Analyses on August 6, 2019, which was based on trading prices as of August 5, 2019, implying merger consideration of $27.40 per share of Avedro Common Stock.

(2)
Includes approximately $1.00 per share attributable to the estimated present value of Avedro's net operating loss carryforwards.

(3)
Wall Street stock price targets are discounted one year at Avedro's estimated cost of equity midpoint.

Avedro Selected Publicly Traded Companies Analysis

        Guggenheim Securities reviewed and analyzed historical performance of Avedro Common Stock, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for selected publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis (i.e., medical device companies with market capitalizations of $200 million to $10 billion, 2019 to 2020 estimated growth of ~15% to less than 50% and gross margins of greater than 65%). Guggenheim Securities calculated, among other things, various public market trading multiples for Avedro and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates, each company's most

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recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:


Avedro Selected Publicly Traded Companies Analysis

Selected Publicly Traded Company Multiples
  CY2019E
Trading
Enterprise
Value/
Revenue
  CY2020E
Trading
Enterprise
Value/
Revenue
 

AxoGen, Inc. 

    3.7 x   2.9 x

Inspire Medical Systems, Inc. 

    25.4     18.5  

Insulet Corporation

    14.1     11.8  

Intersect ENT, Inc. 

    3.9     3.5  

Iradimed Corporation

    5.8     4.6  

iRhythm Technologies, Inc. 

    9.2     7.0  

OrthoPediatrics Corp. 

    7.1     5.9  

Penumbra, Inc. 

    9.6     8.0  

SI-BONE, Inc. 

    6.5     5.3  

STAAR Surgical Company

    9.5     7.9  

Tactile Systems Technology, Inc. 

    5.2     4.4  

Statistical Summary
         
 
 

Median

    7.1 x   5.9 x

Avedro
         
 
 

Avedro—Management Projections

    7.2 x   5.3 x

Avedro—Consensus Forecasts

    7.7     5.7  

        In performing its selected publicly traded companies analysis with respect to Avedro, Guggenheim Securities selected reference ranges of trading multiples for purposes of evaluating Avedro on a stand-alone public market trading basis as follows: (i) trading enterprise value/revenue of 7.0x – 12.0x based on CY2019E and (ii) trading enterprise value/revenue of 6.0x – 10.0x based on CY2020E.

        Guggenheim Securities' selected publicly traded companies analysis resulted in an overall reference range of (i) $16.60 – $26.60 per share based on 2019E revenue and (ii) $18.80 – $29.60 per share based on 2020E revenue, each for purposes of evaluating Avedro Common Stock on a stand-alone public market trading basis.

Avedro Selected Precedent Merger and Acquisition Transactions Analysis

        Guggenheim Securities reviewed and analyzed certain financial metrics associated with selected precedent merger and acquisition transactions of medical device companies announced since January 1, 2016 with transaction values from $200 million to $1.5 billion and forward revenue growth rates greater than 15% and less than 50% and gross margins greater than ~65% that Guggenheim Securities deemed relevant for purposes of this analysis. Guggenheim Securities calculated, among other things, and to the extent publicly available, certain implied change-of-control transaction multiples for the selected precedent merger and acquisition transactions (based on Wall Street equity research consensus

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estimates, each company's most recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:


Selected Precedent Merger and Acquisition (M&A) Transactions Analysis

Date Announced
  Acquiror   Target Company   Transaction
Value/
NTM
Revenue
 

12/13/18

  ConMed Corporation   Buffalo Filter LLC     7.6 x

09/11/18

  Styker Corporation   Invuity, Inc.     3.8  

08/27/18

  Wright Medical Group N.V.   Cartiva, Inc.     10.4  

03/21/18

  Boston Scientific Corporation   NxThera Inc.     12.8  

12/07/17

  Stryker Corporation   Entellus Medical, Inc.     5.8  

09/05/17

  Teleflex Incorporated   Neotract Inc.     7.4  

06/19/17

  Stryker Corporation   NOVADAQ Technologies Inc.     6.0  

03/30/17

  Boston Scientific Corporation   Symetis SA     7.5  

06/27/16

  Medtronic plc   HeartWare International, Inc.     4.6  

01/05/16

  Nuvasive, Inc.   Ellipse Technologies, Inc.     6.8  

Statistical Summary
     

 

   
 
 

Mean

    7.3 x

Median

    7.1  

        In performing its selected precedent merger and acquisition transactions analysis with respect to Avedro, Guggenheim Securities selected a reference range of transaction enterprise value/NTM revenue multiple of 7.0x – 10.0x for purposes of evaluating Avedro on a change-of-control basis.

        Guggenheim Securities' selected precedent merger and acquisition transactions analysis resulted in an overall reference range of $18.70 – $25.50 per share (using estimated NTM revenue for Avedro of $48 million) for the purposes of evaluating Avedro Common Stock on a change-of-control basis.

Avedro Discounted Cash Flow Analyses

        Guggenheim Securities performed a stand-alone discounted cash flow analysis of Avedro based on projected, risk-adjusted, after-tax unlevered free cash flows (after deduction of stock-based compensation) and an estimate of the terminal/continuing value at the end of the projection horizon in two components: (i) the Avedro Base Projections (the "Avedro Base Business DCF") and (ii) the Avedro Probability of Success Adjusted Pipeline Projections (the "Avedro Probability of Success Adjusted Pipeline DCF").

        In performing these discounted cash flow analyses:

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Glaukos Stand-Alone Financial Analyses

Recap of Glaukos Financial Analyses

        In evaluating Glaukos in connection with rendering its opinion, Guggenheim Securities performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including selected publicly traded companies analysis and discounted cash flow analyses. Solely for informational reference purposes, Guggenheim Securities also reviewed the 52-week low and high trading price range of Glaukos Common Stock and Wall Street equity research analysts' price targets of Glaukos Common Stock.

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Recap of Glaukos Stand-Alone Financial Analyses

Trading Price per Share of Glaukos Common Stock

  $ 73.10 (1)

 

 
  Reference Range for
Glaukos Valuation
 
Financial Analyses
  Low   High  
Selected Publicly Traded Companies Analysis:              

2019E Revenue

  $ 68.30   $ 76.30  

2020E Revenue

    67.20     76.70  

Discounted Cash Flow Analysis:

 

 

 

 

 

 

 

Glaukos Probability of Success Adjusted Base Business

  $ 50.30   $ 83.10 (2)

Glaukos Probability of Success Adjusted Base Business and Probability of Success Adjusted Pipeline

    82.10     149.20 (2)

For Informational Reference Purposes

 

 

 

 

 

 

 
Glaukos' 52-Week Intraday High and Low Trading Prices   $ 39.00   $ 84.65  
Wall Street Equity Research Stock Price Targets(3)     56.70     81.00  

(1)
The Avedro Board reviewed the Glaukos Stand-Alone Financial Analyses on August 6, 2019, which included the trading price per share of Glaukos Common Stock on August 5, 2019 of $75.06.

(2)
Includes approximately $0.60 per share attributable to the estimated present value of Glaukos' net operating loss carryforwards.

(3)
Wall Street stock price targets are discounted one year at Glaukos' estimated cost of equity midpoint.

Glaukos Selected Publicly Traded Companies Analysis

        Guggenheim Securities reviewed and analyzed the historical performance of Glaukos Common Stock, trading metrics and historical and projected/forecasted financial performance compared to corresponding data for selected publicly traded companies that Guggenheim Securities deemed relevant for purposes of this analysis (i.e., medical device companies with market capitalizations of $200 million to $10 billion, 2019 to 2020 estimated growth of ~15% to less than 50% and gross margins of greater than 65%). Guggenheim Securities calculated, among other things, various public market trading multiples for Glaukos and the selected publicly traded companies (in the case of the selected publicly traded companies, based on Wall Street equity research consensus estimates, each company's most

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recent publicly available financial filings and certain other publicly available information), which are summarized in the table below:


Glaukos Selected Publicly Traded Companies Analysis

Selected Publicly Traded Company Multiples
  CY2019E
Trading
Enterprise
Value/
Revenue
  CY2020E
Trading
Enterprise
Value/
Revenue
 

AxoGen, Inc. 

    3.7 x   2.9 x

Inspire Medical Systems, Inc. 

    25.4     18.5  

Insulet Corporation

    14.1     11.8  

Intersect ENT, Inc. 

    3.9     3.5  

Iradimed Corporation

    5.8     4.6  

iRhythm Technologies, Inc. 

    9.2     7.0  

OrthoPediatrics Corp. 

    7.1     5.9  

Penumbra, Inc. 

    9.6     8.0  

SI-BONE, Inc. 

    6.5     5.3  

STAAR Surgical Company

    9.5     7.9  

Tactile Systems Technology, Inc. 

    5.2     4.4  

Statistical Summary
         
 
 

Median

    7.1 x   5.9 x

Glaukos
         
 
 

Glaukos—Projections per Avedro Management

    12.4 x   10.4 x

        In performing its selected publicly traded companies analysis with respect to Glaukos, Guggenheim Securities selected reference ranges of trading multiples for purposes of evaluating Glaukos on a stand-alone public market trading basis as follows: (i) trading enterprise value/revenue of 11.5x – 13.0x based on CY2019E and (ii) trading enterprise value/revenue of 9.5x – 11.0x based on CY2020E.

        Guggenheim Securities' selected publicly traded companies analysis resulted in an overall reference range of (i) $68.30 – $76.30 per share based on 2019E revenue and (ii) $67.20 – $76.70 per share for based on 2020E revenue for purposes of evaluating Glaukos Common Stock on a stand-alone public market trading basis.

Glaukos Discounted Cash Flow Analyses

        Guggenheim Securities performed a stand-alone discounted cash flow analysis of Glaukos based on projected, risk-adjusted, after-tax unlevered free cash flows (after deduction of stock-based compensation) and an estimate of the terminal/continuing value at the end of the projection horizon in two components: (i) the Glaukos Probability of Success Adjusted Base Projections Prepared by Avedro Management (the "Glaukos Probability of Success Adjusted Base Business DCF") and (ii) the Glaukos Probability of Success Adjusted Pipeline Projections Prepared by Avedro Management (the "Glaukos Probability of Success Adjusted Pipeline DCF"). The discounted cash flow analysis for each component is based on projected, risk-adjusted, after-tax unlevered free cash flows (after deduction of stock-based compensation) and an estimate of the terminal/continuing value at the end of the projection horizon.

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        In performing these discounted cash flow analyses:

Combined Company Analysis

PF Synergized Discounted Cash Flow Analysis

        Guggenheim Securities performed an illustrative pro forma synergized discounted cash flow analysis of the intrinsic value of the shares that would be received by the holders of Avedro Common Stock in the Merger based on projected, risk-adjusted, after-tax unlevered free cash flows (after deduction of stock-based compensation) of the combined company and an estimate of the terminal/continuing value at the end of the projection horizon in four components, (i) the standalone Avedro Base Business DCF plus the Avedro Probability of Success Adjusted Pipeline DCF (as described above), (ii) the standalone Glaukos Probability of Success Adjusted Base Business DCF plus the Glaukos Probability of Success Adjusted Pipeline DCF (as described above), (iii) the financial projections for revenue enhancements expected to be realized in the Merger (the "Revenue Synergy DCF") and (iv) the financial projections for cost savings expected to be realized in the Merger (the "Cost Synergy DCF").

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        In performing this discounted cash flow analysis:

Illustrative Value-Based Has/Gets

        Guggenheim Securities compared the implied intrinsic value of Avedro on a stand-alone basis based on the Avedro Base Business DCF plus the Avedro Probability of Success Adjusted Pipeline DCF (as described above) relative to the implied intrinsic value of the shares which would be received by the holders of Avedro Common Stock and certain other Avedro equity securities in the Merger (utilizing the Exchange Ratio) based on the PF Synergized Discounted Cash Flow Analysis (as described above) and cost of capital synergies. This indicated the following implied per share equity values for Avedro:

Other Financial Reviews and Analyses for Informational Reference Purposes

        In order to provide certain context for the financial analyses in connection with its opinion as described above, Guggenheim Securities undertook various additional financial reviews and analyses as summarized below for information reference purposes. As a general matter, Guggenheim Securities did not consider such additional financial reviews and analyses to be determinative methodologies for purposes of its opinion.

Avedro's Trading Price Since its Initial Public Offering

        Guggenheim Securities reviewed the trading price of Avedro Common Stock since Avedro's IPO through August 7, 2019, which traded in a range of $10.75 – $22.52.

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Avedro's and Glaukos' Wall Street Equity Research Analyst Stock Price Targets

        Guggenheim Securities reviewed selected Wall Street equity research analyst stock price targets for Avedro and Glaukos, respectively, as published prior to August 7, 2019. Guggenheim Securities noted that such Wall Street equity research analyst stock price targets for (i) Avedro Common Stock were $16.00 – $25.00 per share or approximately $14.10 – $22.00 per share on a present value basis, discounted one year at Avedro's estimated cost of equity midpoint and (ii) Glaukos Common Stock were $63.00 – $90.00 per share or approximately $56.70 – $81.00 per share on a present value basis, discounted one year at Glaukos' estimated cost of equity midpoint.

Precedent One-Day Stock Price Premiums

        Guggenheim Securities reviewed the one-day stock price premiums in nine selected all-stock transactions (in which the consideration was greater than 95% stock), involving U.S. targets announced since 2016 with transaction values in excess of $100 million, collectively referred to as the precedent one-day stock price premiums:

        Based on, among other things, an approximate 25th to 75th percentile of the precedent premiums analysis, Guggenheim Securities noted that the range of such one-day stock price premiums was 15 – 40%, implying share prices of $19.60 – $23.90 based on the closing share price of Avedro Common Stock of $17.06 per share on August 7, 2019.

Glaukos' 52-Week Intraday High and Low Stock Prices

        Guggenheim Securities reviewed the trading price of Glaukos Common Stock trading price over a 52 week period. Among other things, Guggenheim Securities noted that the range of such 52-week intraday high and low trading prices was $39.00 – $84.65.

Illustrative Theoretical Future Stock Price

        Guggenheim Securities reviewed implied illustrative ranges of theoretical future values per share as at January 1 in each year from 2020 through 2025, of (i) Glaukos Common Stock on a stand-alone basis, (ii) Glaukos Common Stock, pro forma for the Merger, (iii) Avedro Common Stock on a stand-alone basis and (iv) Avedro Common Stock, pro forma for the Merger (based on Glaukos Common Stock, pro forma for the Merger and the Exchange Ratio), each utilizing Avedro Management's Financial Projections.

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Other Considerations

        Except as described in the summary above, Avedro did not provide specific instructions to, or place any limitations on, Guggenheim Securities with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the Merger were determined through negotiations between Avedro and Glaukos and were approved by the Avedro Board. The decision to enter into the Merger Agreement was solely that of the Avedro Board. Guggenheim Securities' opinion was just one of the many factors taken into consideration by the Avedro Board. Consequently, Guggenheim Securities' financial analyses should not be viewed as determinative of the decision of the Avedro Board with respect to the fairness, from a financial point of view, to the holders of Avedro Common Stock (excluding Glaukos and its affiliates) of the Exchange Ratio in connection with the Merger.

        Pursuant to the terms of Guggenheim Securities' engagement, Avedro has agreed to pay Guggenheim Securities a cash transaction fee (based on a percentage of the aggregate value associated with the Merger) upon consummation of the Merger, which cash transaction fee currently is estimated to be $8,250,000 (based on the transaction value at the time of public announcement of the Merger). In connection with Guggenheim Securities' engagement, Avedro has previously paid Guggenheim Securities a cash milestone fee of $1,000,000 that became payable upon delivery of Guggenheim Securities' opinion, which will be credited against the foregoing cash transaction fee. In addition, Avedro has agreed to reimburse Guggenheim Securities for certain expenses and to indemnify Guggenheim Securities against certain liabilities arising out of its engagement.

        During the two years prior to the rendering of its opinion, Guggenheim Securities has been engaged by Avedro to provide financial advisory and other investment banking services in connection with matters unrelated to the Merger, for which Guggenheim Securities has received customary fees. Specifically during the past two years, Guggenheim Securities acted as underwriter and co-manager in connection with Avedro's IPO. Guggenheim Securities has not been engaged during the past two years by Glaukos to provide financial advisory or investment banking services for which Guggenheim Securities received fees. As previously disclosed to the Avedro Board, however, during the past two years, Guggenheim Securities received certain confidential information of Glaukos pursuant to a confidentiality agreement with Glaukos and presented to the Glaukos Board certain financial analyses which are unrelated to Avedro and the Merger. Guggenheim Securities may provide Avedro, Glaukos and their respective affiliates with financial advisory and investment banking services unrelated to the Merger in the future, for which services Guggenheim Securities would expect to receive compensation.

        Guggenheim Securities and its affiliates and related entities engage in a wide range of financial services activities for its and their own accounts and the accounts of customers, including but not limited to: asset, investment and wealth management; insurance services; investment banking, corporate

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finance, mergers and acquisitions and restructuring; merchant banking; fixed income and equity sales, trading and research; and derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates and related entities may (i) provide such financial services to Avedro, Glaukos, other participants in the Merger and their respective affiliates, for which services Guggenheim Securities and its affiliates and related entities may have received, and may in the future receive, compensation and (ii) directly and indirectly hold long and short positions, trade and otherwise conduct such activities in or with respect to loans, debt and equity securities and derivative products of or relating to Avedro, Glaukos, other participants in the Merger and their respective affiliates. Furthermore, Guggenheim Securities and its affiliates and related entities and its or their respective directors, officers, employees, consultants and agents may have investments in Avedro, Glaukos, other participants in the Merger and their respective affiliates.

        Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities' research analysts may hold views, make statements or investment recommendations and publish research reports with respect to Avedro, Glaukos, other participants in the Merger and their respective affiliates and the Merger that differ from the views of Guggenheim Securities' investment banking personnel.

Certain Information Provided by the Parties

        In the course of negotiating the Merger Agreement, Glaukos and Avedro exchanged certain non-public information as part of the customary "due-diligence" process. As part of this process, Glaukos and Avedro allowed each other, and certain of each other's respective Representatives, access, to data rooms that contained non-public information that concerned Glaukos and Avedro, as well as their operations.

Avedro Unaudited Prospective Financial Information

        As a matter of course, Avedro does not publicly disclose long-term projections of future financial results due to the inherent unpredictability and subjectivity of underlying assumptions and estimates. In connection with its evaluation of the Merger, the Avedro Board considered certain unaudited, non-public financial projections prepared by Avedro management with respect to Avedro as a standalone company, Glaukos as a standalone company, and estimates for the combined company which were provided by Avedro management to Guggenheim Securities for the purposes of its financial analyses and opinion (which opinion is attached to this proxy statement/prospectus as Annex C). We refer to such financial projections as the management projections. A summary of the management projections are set forth below. A subset of the management projections was also provided to Glaukos.

        The inclusion of the management projections below should not be deemed an admission or representation by Avedro, Guggenheim Securities or any of their respective officers, directors, affiliates, advisors, or other representatives with respect to such projections. The management projections are not included to influence your views on the Merger described in this proxy statement/prospectus but solely to provide stockholders access to certain non-public information that was provided to the Avedro Board in connection with its evaluation of the Merger and to Guggenheim Securities to assist with its financial analyses as described in "Opinion of Financial Advisor to Avedro" beginning on page 68 of this proxy statement/prospectus. The information from the management projections included below should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Avedro and Glaukos in their respective public filings with the SEC. Because the management projections (other than the combined company projections summarized below) were prepared on a standalone basis by Avedro management, they do not give effect to the proposed Merger expected to result from the acquisition.

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        With respect to the projections included in this section regarding Glaukos and its business, pipeline and projected tax savings from the use of net operating losses, these projections were not prepared or provided by Glaukos and should not be deemed an admission or representation by, or in any way adopted by, Glaukos or any of its officers, directors, affiliates, advisors, or other representatives with respect to such projections.

        The management projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, or GAAP. The non-GAAP financial measures used in the management projections were relied upon by Guggenheim Securities for purposes of its opinion and by the Avedro Board in connection with its consideration of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination like the Merger if the disclosure is included in a document like this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures were not relied upon by Guggenheim Securities for purposes of its opinion or by the Avedro Board in connection with its consideration of the Merger. Accordingly, Avedro has not provided a reconciliation of the financial measures included in the management projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Avedro management may not be comparable to similarly titled amounts used by other companies. Neither the independent registered public accounting firm of Avedro, Glaukos nor any other independent accountant has audited, reviewed, compiled, examined or performed any procedures with respect to the accompanying unaudited prospective financial information for the purpose of its inclusion herein, and accordingly, neither the independent registered public accounting firm of Avedro, Glaukos nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto for the purpose of this proxy statement/prospectus. The report of the independent registered public accounting firm of Avedro appearing under "Financial Statements of Avedro" beginning on page 294 of this proxy statement/prospectus relates to the historical financial information of Avedro. This report does not extend to the unaudited financial projections and should not be read to do so.

        The management projections are in general prepared for internal use and are subjective in many respects. As a result, these management projections are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Although Avedro believes its assumptions to be reasonable, all financial projections are inherently uncertain, and Avedro expects that differences will exist between actual and projected results. Although presented with numerical specificity, the management projections reflect numerous variables, estimates, and assumptions made by Avedro's management at the time they were prepared, and also reflect general business, economic, regulatory, market, and financial conditions and other matters, all of which are difficult to predict and many of which are beyond Avedro's control. In addition, the management projections cover multiple years, and this information by its nature becomes subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the estimates and assumptions made in preparing the management projections will prove accurate or that any of the management projections will be realized.

        The management projections include certain assumptions relating to, among other things, Avedro's expectations relating to revenue growth rates, including underlying assumptions relating to product pricing, market penetration, the availability and amount of reimbursement, peak worldwide sales, patent life of products, gross margins, operating costs, and the probability of success of completing the development, testing, manufacturing and obtaining of regulatory approval of products under development which are not currently approved.

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        The management projections are subject to many risks and uncertainties and you are urged to review (i) "Risk Factors" beginning on page 31 of this proxy statement/prospectus for a description of risk factors relating to the Merger, and (ii) "Information About Avedro—Risk Factors Relating to Avedro" beginning on page 204 of this proxy statement/prospectus. You should also read "Special Note Regarding Forward-Looking Statements" beginning on page 40 of this proxy statement/prospectus for additional information regarding the risks inherent in forward-looking information such as the management projections.

        The inclusion of the management projections herein should not be regarded as an indication that Avedro, Guggenheim Securities or any of their respective affiliates or representatives considered or consider the management projections to be necessarily indicative of actual future events, and the management projections should not be relied upon as such. The management projections do not take into account any circumstances or events occurring after the date they were prepared. Avedro does not intend to, and disclaims any obligation to, update, correct, or otherwise revise the management projections to reflect circumstances existing or arising after the date the management projections were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions or other information underlying the management projections are shown to be in error. Furthermore, the management projections do not take into account the effect of any failure of the Merger to be consummated and should not be viewed as accurate or continuing in that context.

        The management projections set forth below include certain non-GAAP financial measures, such as earnings before interest and tax ("EBIT"), non-GAAP gross profit and net operating profit after tax ("NOPAT"). Additionally, as part of the management projections, Avedro's management calculated unlevered free cash flow, which is also a non-GAAP measure. Due to the forward-looking nature of the management projections, specific quantifications of the amounts that would be required to reconcile such projections to GAAP measures are not available. Avedro believes that there is a degree of volatility with respect to certain GAAP measures, and certain adjustments made to arrive at the relevant non-GAAP measures, which preclude Avedro from providing accurate forecasted non-GAAP reconciliations.

        In light of the foregoing factors and the uncertainties inherent in financial projections, Avedro stockholders are cautioned not to place undue reliance, if any, on the management projections.

Avedro projections

Avedro keratoconus business case (in millions)

        The following table presents a selected summary of the management projections with respect to its existing Epi-Off commercial keratoconus franchise, and Epi-On (Phase 3 clinical study underway) assuming a 100% probability of success (the "Avedro Base Projections"). The Avedro Base Projections

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were prepared by Avedro management, and was made available to the Avedro Board and used by Avedro's financial advisor in its financial analyses.

 
  2H 2019E   2020E   2021E   2022E   2023E   2024E   2025E  

Revenue

  $ 23   $ 56   $ 75   $ 100   $ 130   $ 167   $ 210  

Non-GAAP Gross Profit

    17     44     62     85     113     146     183  

EBIT

    (16 )   (28 )   (18 )   (2 )   18     43     72  

NOPAT

    (16 )   (28 )   (18 )   (2 )   13     32     53  

Depreciation & Amortization

    1     1     2     2     2     2     2  

CapEx

    (1 )   (1 )   (2 )   (2 )   (2 )   (3 )   (4 )

(Increase) / Decrease in WC

    (2 )   2     1     (6 )   (6 )   (7 )   (9 )

Unlevered Free Cash Flow(1)

    (18 )   (26 )   (17 )   (8 )   7     24     43  

(1)
Unlevered Free Cash Flow is calculated as NOPAT plus depreciation and amortization minus capital expenditures plus or minus change in working capital. Excludes potential impact of net operating losses. Stock-based compensation expense is treated as a cash expense.

Avedro pipeline case (non-probability-adjusted) (in millions)

        The following table presents a selected summary of the non-probability-adjusted management projections with respect to Avedro pipeline, including PiXL for refractive vision correction (e.g. presbyopia). Avedro pipeline case was prepared by Avedro management, and was made available to the Avedro Board and used by Guggenheim Securities in its financial analyses.

 
  2H 2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E  

Revenue

  $ 0   $ 0   $ 0   $ 0   $ 1   $ 1   $ 5   $ 25   $ 112   $ 259   $ 401  

Non-GAAP Gross Profit

    0     0     0     0     0     1     3     17     84     195     301  

EBIT

    0     0     0     0     0     0     1     8     41     96     148  

NOPAT

    0     0     0     0     0     0     1     6     31     72     110  

Depreciation & Amortization

    0     0     0     0     0     0     0     0     1     2     4  

CapEx

    0     0     0     0     0     0     (1 )   (1 )   (0 )   (0 )   (0 )

(Increase) / Decrease in WC

    0     0     0     (0 )   (0 )   (0 )   (0 )   (1 )   (3 )   (5 )   (5 )

Unlevered Free Cash Flow(1)

    0     0     0     0     0     0     (0 )   5     28     69     108  

(1)
Unlevered Free Cash Flow is calculated as NOPAT plus depreciation and amortization minus capital expenditures plus or minus change in working capital. Excludes potential impact of net operating losses. Stock-based compensation expense is treated as cash expense.

        In addition to the above table, Avedro management provided Guggenheim Securities an assumed 30%-40% probability of success to commercialize Avedro pipeline products, including PiXL for refractive vision correction (e.g. presbyopia) for purposes of conducting its financial analysis (the "Avedro Probability of Success Adjusted Pipeline Projections").

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Avedro projected tax savings from the use of Avedro's historical net operating losses (in millions)

        The following table presents a selected summary of the management projections with respect to Avedro's projected net operating losses and tax savings, based on, among other things, its federal net operating loss balance of $142 million as reported on Avedro's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "Avedro Tax Savings Projections"). The Avedro Tax Savings Projections were prepared by Avedro management, and were made available to the Avedro Board and used by Guggenheim Securities in its financial analyses.

 
  2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E  

Tax Savings(1)

  $ 0.0   $ 0.0   $ 0.0   $ 0.0   $ 3.8   $ 9.1   $ 15.0   $ 8.4   $ 1.1  

 

 
  2028E   2029E   2030E   2031E   2032E   2033E   2034E   2035E   2036E  

Tax Savings(1)

  $ 1.1   $ 1.1   $ 1.1   $ 1.1   $ 1.1   $ 1.1   $ 1.1   $ 1.1   $ 1.1  

(1)
Assumes a 21.0% tax rate.

Avedro management projections with respect to Glaukos

Glaukos business case (non-probability-adjusted) (in millions)

        The following table presents a selected summary of certain non-probability-adjusted projections with respect to existing Glaukos commercial portfolio (including iStent and iStent Inject) and near-term product approvals (including Supra, Infinite and Santen MicroShunt). Glaukos business case was prepared by Avedro management based on publicly available analyst reports and market research made available by Glaukos management, and was provided to the Avedro Board and used by Guggenheim Securities in its financial analyses. For clarity, the Glaukos business case projections were not prepared or provided by Glaukos and should not be deemed an admission or representation by, or in any way adopted by, Glaukos or any of its officers, directors, affiliates, advisors, or other representatives with respect to such projections.

 
  2H 2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E  
Revenue   $ 118   $ 274   $ 335   $ 428   $ 560   $ 699   $ 806   $ 900   $ 1,016   $ 1,126   $ 1,090   $ 1,203  
Non-GAAP Gross Profit     102     239     289     371     482     599     688     767     863     953     918     1,010  
EBIT     (6 )   2     23     80     136     199     278     341     402     463     480     547  
NOPAT     (6 )   1     17     59     101     148     207     253     298     344     356     406  
Depreciation & Amortization     3     8     8     8     8     8     6     6     6     6     6     6  
CapEx     (7 )   (18 )   (8 )   (8 )   (8 )   (8 )   (8 )   (8 )   (8 )   (8 )   (8 )   (8 )
(Increase) / Decrease in WC     (2 )   (4 )   (6 )   (9 )   (13 )   (14 )   (11 )   (9 )   (12 )   (11 )   (11 )   (11 )
Unlevered Free Cash Flow(1)     (12 )   (13 )   11     50     88     134     194     242     285     331     343     393  
iStent and iStent Inject     (12 )   (13 )   9     35     55     78     102     131     153     178     204     232  
Supra     0     0     0     5     11     18     32     40     48     56     64     72  
Infinite     0     0     0     5     10     15     29     39     49     61     75     89  
Santen MicroShunt     0     0     2     4     12     24     30     32     34     36     0     0  

(1)
Unlevered Free Cash Flow is calculated as NOPAT plus depreciation and amortization minus capital expenditures plus or minus change in working capital. Excludes potential impact of net operating losses. Stock-based compensation expense is treated as a cash expense.

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        In addition to the above table, Avedro management provided Guggenheim Securities probabilities of success to commercialize the Glaukos pipeline products (Supra: 50%; Infinite: 80%-90%; and MicroShunt: 80%-90%) for purposes of conducting its financial analysis (the "Glaukos Probability of Success Adjusted Base Projections Prepared by Avedro Management").

Glaukos pipeline case (non-probability-adjusted) (in millions)

        The following table presents a selected summary of certain non-probability-adjusted projections with respect to Glaukos pipeline (including iDose and iStent SA). Glaukos pipeline case was prepared by Avedro management based on publicly available analyst reports and market research made available by Glaukos management, and was provided to the Avedro Board and used by Guggenheim Securities in its financial analyses. For clarity, the Glaukos pipeline case projections were not prepared or provided by Glaukos and should not be deemed an admission or representation by, or in any way adopted by, Glaukos or any of its officers, directors, affiliates, advisors, or other representatives with respect to such projections. The pipeline case did not include any financial contribution from other publicly disclosed projects in Glaukos' pipeline such as iDose Rock inhibitor, Sensor l, Intratus dry eye pharmaceutical, or any undisclosed pipeline initiatives that were shared as part of Avedro's diligence.

 
  2H 2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E   2027E   2028E   2029E   2030E  
Revenue   $ 0   $ 0   $ 0   $ 27   $ 98   $ 233   $ 392   $ 591   $ 780   $ 1,001   $ 1,227   $ 1,490  
Non-GAAP Gross Profit     0     0     0     19     81     202     339     510     671     859     1,051     1,273  
EBIT     0     0     0     5     32     86     143     256     374     479     584     707  
NOPAT     0     0     0     4     24     64     106     190     278     356     434     525  
Depreciation & Amortization     0     0     0     0     0     0     0     0     0     0     0     0  
CapEx     0     0     0     0     0     0     0     0     0     0     0     0  
(Increase) / Decrease in WC     0     0     0     (3 )   (7 )   (13 )   (16 )   (20 )   (19 )   (22 )   (23 )   (26 )
Unlevered Free Cash Flow(1)     0     0     0     1     16     50     90     170     259     333     412     499  
iDose     0     0     0     1     15     31     54     114     154     198     245     299  
iStent SA     0     0     0     0     2     19     37     56     106     135     167     200  

(1)
Unlevered Free Cash Flow is calculated as NOPAT plus depreciation and amortization minus capital expenditures plus or minus change in working capital. Excludes potential impact of net operating losses. Stock-based compensation expense is treated as a cash expense.

        In addition to the above table, Avedro management provided Guggenheim Securities probabilities of success to commercialize Glaukos pipeline products (iDose: 50%-60% and iStent SA: 50%-60%) for purposes of conducting its financial analysis (the "Glaukos Probability of Success Adjusted Pipeline Projections Prepared by Avedro Management").

Projected tax savings from the use of Glaukos' historical net operating losses (in millions)

        The following table presents a selected summary of projected tax savings from the use of Glaukos' historical net operating losses, based on, among other things, publicly available analyst reports and market research made available by Glaukos management and federal net operating loss balance of $154.5 million as reported on Glaukos' Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "Glaukos Tax Savings Projections Prepared by Avedro Management"). Glaukos' projected tax savings from the use of its historical net operating losses were prepared by Avedro management, and was made available to the Avedro Board and used by Guggenheim Securities in its financial analyses. For clarity, the Glaukos Tax Savings Projections Prepared by Avedro

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Management were not prepared or provided by Glaukos and should not be deemed an admission or representation by, or in any way adopted by, Glaukos or any of its officers, directors, affiliates, advisors, or other representatives with respect to such projections.

 
  2019E   2020E   2021E   2022E   2023E   2024E   2025E  

Tax Savings(1)

  $ 0.0   $ 0.4   $ 3.6   $ 11.2   $ 16.7   $ 3.1   $ 0.0  

(1)
Assumes a 21.0% tax rate.

Combined company projections

Combined synergies projections (in millions)

        The following table presents a selected summary of combined revenue synergies projections and cost savings synergies projections (the "Combined Synergies Projections"). The Combined Synergies Projections were prepared by Avedro management based on publicly available analyst reports and market research made available by Glaukos management, and was provided to the Avedro Board and used by Guggenheim Securities in its financial analyses.

 
  2020E   2021E   2022E   2023E   2024E   2025E  

Revenue

  $ 4.4   $ 11.5   $ 24.0   $ 32.8   $ 42.1   $ 52.7  

NOPAT

    (9.1 )   21.2     26.0     30.1     34.9     40.9  

Unlevered Free Cash Flow

    (9.5 )   20.5     24.7     29.2     34.0     39.9  

Revenue Synergy

    0.9     3.0     7.3     11.8     16.6     22.4  

Cost Synergy(1)

    (10.4 )   17.4     17.4     17.4     17.4     17.4  

(1)
Assumes one-time costs of $ 23.5 million to achieve cost synergies.

Interests of Certain Persons in the Merger

        In considering the information described in this proxy statement/prospectus, you should be aware that Avedro's executive officers and directors may have interests in the Merger that are or were different from, or in conflict with or be in addition to, those of Avedro's stockholders generally. In addition to the rights described below in this section, the executive officers of Avedro may be eligible to receive some of the generally applicable benefits described under "The Merger Agreement—Employee Benefits Matters" beginning on page 123 of this proxy statement/prospectus. The Avedro Board was aware of and considered these interests, among other matters, in evaluating and reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and in recommending that Avedro stockholders vote for the Merger proposal.

        As described in "The Merger—Background of the Merger" beginning on page 56 of this proxy statement/prospectus, on August 6, 2019, Dr. Kliman resigned as a member of each of the Glaukos Board and the Avedro Board, and Mr. Burns resigned from the Avedro Board. At the time of his resignation from the Avedro Board, Dr. Kliman held 8,314 unvested non-qualified Avedro Stock Options and 3,005 unvested Avedro RSUs and the Avedro Board determined to accelerate the vesting of these securities such that all of these securities were fully vested on his resignation from the Avedro Board. At the time of his resignation from the Glaukos Board, Dr. Kliman held 2,653 Glaukos RSUs and 1,777 elective Glaukos RSUs and the Glaukos Board determined to accelerate the vesting of these securities (with the exception of 474 of the elective Glaukos RSUs that were received by Dr. Kliman in lieu of board fees otherwise paid in cash) such that all of these securities (other than 474 of the elective Glaukos RSUs noted above) were fully vested on his resignation from the Glaukos Board. At the time of his resignation from the Avedro Board, Mr. Burns held 111,460 non-qualified Avedro Stock Options (27,868 vested, 83,592 unvested), 8,314 unvested non-qualified Avedro Stock Options and 3,005

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unvested Avedro RSUs and the Avedro Board determined to accelerate the vesting of these securities such that all of these securities were fully vested on his resignation from the Avedro Board. Set forth below are the descriptions of the directors' and executive officers' interests including, but are not limited to, the treatment in the Merger of Avedro's equity compensation awards (including Avedro Stock Options and Avedro RSUs), severance benefits and other rights that may be held by Avedro's directors and executive officers, and the indemnification of current and former Avedro directors and officers by the Surviving Corporation. The dates used in the discussions below to quantify certain of these interests have been selected for illustrative purposes only, and they do not necessarily reflect the dates on which certain events will occur.

Treatment of Outstanding Equity Awards in the Merger

        The general treatment of Avedro Stock Options and Avedro RSUs in the Merger, including such awards held by Avedro's directors and executive officers, is described under "The Merger Agreement—Merger Consideration" beginning on page 102 of this proxy statement/prospectus.

        The following table summarizes, as of August 30, 2019, the aggregate number of Avedro Stock Options and Avedro RSUs that are currently subject to vesting for each of Avedro's executive officers and directors, and that will become vested at the time of the Merger under the Avedro 2019 Equity Incentive Plan (the "2019 Plan"), the Avedro 2012 Equity Incentive Plan (the "2012 Plan"), and/or the Avedro 2003 Stock Plan (the "2003 Plan") and award agreements thereunder, assuming continued employment or service through the Effective Time. Awards that remain outstanding and unvested as the Effective Time will be assumed as described under "The Merger Agreement—Merger Consideration" beginning on page 102 of this proxy statement/prospectus.

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Outstanding Awards

Name
  Type of Award   Number of
Shares of Avedro
Common Stock
Vested as of
August 30, 2019
  Number of
Shares of Avedro
Common Stock
Vested as of the
Effective
Time(1)
  Number of Shares of
Avedro Common
Stock Unvested as of
the Effective Tine
 

Reza Zadno

  Option     554,998     554,998     438,919  

  RSU             84,680  

Thomas E. Griffin

  Option     77,686     77,686     113,968  

  RSU             16,100  

Paul S. Bavier

  Option     67,477     67,477     80,670  

  RSU             13,565  

David First

  Option     6,597     6,597     89,132  

  RSU             12,058  

Rajesh K. Rajpal

  Option