UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 815, 2019

Avedro, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38809	13-4223265
(state or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(state or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
201 Jones Road Waltham, Massachusetts		02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 768-3400

Not applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, $0.00001 par value per share		AVDR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Supplemental~~As ~~Disclosures~~previously disclosed, on August 7, 2019, Avedro, Inc., a Delaware corporation (“Avedro”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glaukos Corporation, a Delaware corporation (“Glaukos”) and Atlantic Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Glaukos (“Merger Sub”), pursuant to which Merger Sub will merge with and into Avedro, with Avedro continuing as the ~~Proxy~~surviving ~~Statement/Prospectus~~corporation (the “Merger”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding and unexercised option (an “Avedro Stock Option”) to purchase shares of Avedro’s common stock, par value $0.00001 per share (“Avedro Common Stock”), whether vested or unvested, will be assumed by Glaukos and converted into an option to purchase a number of shares (rounded down to the nearest whole share) of Glaukos’ common stock, par value $0.001 per share (“Glaukos Common Stock”), 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 0.365.

AsEffective ~~previously announced, on August~~November 715, 2019, Avedro, ~~Inc.,~~entered ainto ~~Delaware~~letter ~~corporation~~agreements (the “~~Avedro~~Letter Agreements”) with each of Reza Zadno, ~~entered~~the ~~into~~Chief Executive anOfficer ~~Agreement~~of Avedro, Thomas Griffin, the Chief Financial Officer of Avedro, and ~~Plan~~ Jim Schuermann, the Chief Business Officer of ~~Merger~~Avedro (the “~~Merger Agreement~~Executives”). ~~with~~Messrs. ~~Glaukos Corporation~~Zadno, Griffin and Schuermann each currently holds a ~~Delaware~~total ~~corporation~~of 810,286, 60,985 and 100,251 non-qualified Avedro Stock Options that were previously granted under Avedro’s 2012 Equity Incentive Plan (the “~~Glaukos~~2012 Plan”). Pursuant to the Letter Agreements, Avedro and ~~Atlantic~~the Executives ~~Merger~~have ~~Sub~~agreed that (1) 412,345 ~~Inc~~of Mr., Zadno’s anon-qualified ~~Delaware~~Avedro ~~corporation~~Stock Options and ~~wholly~~all ~~owned~~of ~~subsidiary~~the non-qualified Avedro Stock Options held by Messrs. Griffin and Schuermann will expire no later than June 30, 2020, (2) if any portion of ~~Glaukos~~those Avedro Stock Options is exercised, such options will be settled in cash (~~“Merger~~based ~~Sub”)~~on ~~pursuant~~the extent, if any, to which ~~Merger~~the ~~Sub~~fair ~~will~~market ~~merge~~value ~~with~~of the shares underlying the options at the time of exercise exceeds the applicable exercise price of the options, and ~~into~~such ~~Avedro~~options referred to as the “Cash-Settled Options”), and (3) the exercise period of Mr. Zadno’s remaining 397,941 non-qualified Avedro Stock Options will be extended until three years after his continuous service with Avedro ~~continuing~~terminates asother ~~the~~than ~~surviving~~for ~~corporation~~cause (but subject to the ~~“Merger”~~original maximum term of the options).

~~This Current~~The ~~Report~~Letter onAgreements ~~Form~~also ~~8-K~~provide ~~(this~~that ~~“Form~~each ~~8-K”)~~Executive iswill ~~being~~be ~~filed~~entitled to ~~update~~receive ~~and~~a ~~supplement~~potential ~~the~~bonus ~~proxy~~payment ~~statement/prospectus~~ (the “~~proxy~~Equalization ~~statement/prospectus~~Payment”) ~~(1)~~from ~~included~~Glaukos in the ~~Registration~~event ~~Statement~~that onany ~~Amendment~~Executive ~~No. 1~~purchases toshares ~~Form~~of ~~S-4,~~Glaukos ~~File~~Common ~~No. 333~~Stock within three business days after his Cash-~~233807~~Settled Options are exercised and the purchase price (the “~~Registration Statement~~Purchase Price”), ~~filed~~of byany shares of Glaukos ~~with~~Common Stock purchased is greater than the ~~Securities~~closing ~~and~~price ~~Exchange~~of ~~Commission~~a share of Glaukos Common Stock on the date his Cash-Settled Options are exercised (the “~~SEC~~Exercise Value”). onThe ~~October 15, 2019~~amount ~~and~~of ~~declared~~each ~~effective~~Executive’s bypotential ~~the~~Equalization Payment ~~SEC~~will onbe ~~October 17,~~an ~~2019,~~amount ~~(2)~~such ~~filed~~that byafter ~~Glaukos~~payment ~~with~~of ~~the~~all ~~SEC~~applicable asincome aand ~~prospectus~~employment ~~on October 17~~taxes, ~~2019,~~each ~~(3)~~Executive ~~filed~~will byretain ~~Avedro~~an ~~with~~after-tax amount equal to any positive difference between the ~~SEC~~Purchase asPrice aand the ~~definitive~~Exercise ~~proxy~~Value ~~statement~~with onrespect ~~Schedule~~to ~~14A~~any onshares ~~October 17,~~of ~~2019~~Glaukos Common Stock that he purchases, ~~and~~plus ~~(4) mailed~~the byamount ~~Avedro~~of toany ~~its~~broker ~~stockholders~~fees ~~commencing~~or onrelated ~~October 17~~costs. Pursuant to the Letter Agreements, ~~2019.~~each ~~The~~Executive ~~information~~will ~~contained~~also ~~in this~~be ~~Form~~entitled 8to receive a gross-Kup ispayment ~~incorporated~~equal, byon ~~reference~~an ~~into~~after-tax ~~the~~basis ~~proxy~~after ~~statement/prospectus.~~taking ~~Terms~~into ~~used~~account inany ~~this~~taxes ~~Form~~and 8penalties on the gross-Kup payment itself, ~~but~~to ~~not~~the amount ~~otherwise~~of ~~defined,~~any ~~shall~~excise ~~have~~taxes that may be triggered pursuant to Sections 280G and 4999 of the ~~meanings~~Internal ~~ascribed~~ Revenue Code by the Merger. The Executives will not be subject to ~~such~~any ~~terms~~cutback of benefits in ~~the~~order ~~proxy~~to ~~statement/prospectus~~avoid triggering these excise taxes.

~~Following~~Avedro ~~the~~currently ~~announcement~~estimates ofthat ~~the~~each ~~Merger~~Executive ~~Agreement~~will ~~and~~not asbe ofsubject ~~the~~to ~~date~~any ofparachute ~~this~~payment ~~Form~~excise ~~8-K,~~taxes ~~four~~pursuant ~~lawsuits~~to ~~have~~Sections ~~been~~280G ~~filed~~and by4999 ~~alleged Avedro stockholders challenging~~ of the ~~Merger.~~Internal ~~The~~Revenue ~~first~~Code ~~and~~in ~~fourth~~connection ~~lawsuits,~~with ~~putative~~the ~~class action complaints~~Merger, ~~are~~even ~~captioned Kent~~if v.the ~~Avedro,~~Executive’s ~~Inc.,~~employment ~~et.~~was ~~al,~~to ~~No.~~terminate ~~1:19-cv-01845-UNA~~in ~~(D.~~connection ~~Del.~~with ~~filed~~the ~~Oct~~Merger. 1Accordingly, ~~2019) and Thompson v.~~ Avedro, ~~Inc.,~~currently etestimates ~~al,~~that ~~No.~~the ~~1:19-cv-02075~~aggregate ~~(D.~~dollar ~~Del.~~amount ~~filed~~of ~~Oct.~~the ~~31,~~Executives’ Section 280G ~~2019). The second and third lawsuits, brought by plaintiffs individually, are captioned Payne v. Avedro, Inc., et al, 1:19~~gross-~~cv-02019~~up ~~(D.~~payments ~~Del.~~will ~~filed~~be ~~Oct. 24, 2019) and Bushansky v. Avedro, Inc. et al, 1:19-cv-10015~~ (~~S.D.N.Y. filed Oct. 29, 2019~~$0). ~~The~~This ~~Payne~~estimate ~~and~~is ~~Bushansky~~based ~~complaints~~on ~~name~~assumptions asthat ~~defendants~~may ~~Avedro~~or ~~and~~may ~~each~~not ~~member of the Avedro Board~~occur. ~~The Kent and Thompson complaints additionally name as defendants former Avedro directors Dr. Gilbert H. Kliman and Thomas W. Burns, as well as Glaukos and Merger Sub.~~

~~The~~At ~~supplemental information contained in~~ this ~~Form 8-K should be read in conjunction with the proxy statement/prospectus~~time, ~~which~~it weis ~~urge~~not ~~you~~possible to ~~read~~determine inor ~~its~~estimate ~~entirety.~~the ~~Nothing~~value ~~in this Form 8-K shall be deemed an admission~~ of the ~~legal~~ ~~necessity~~potential orEqualization ~~materiality~~Payments ~~under~~that ~~applicable~~may ~~laws~~be ofmade ~~any~~to of the ~~disclosures set forth herein. Avedro~~Executives, as ~~Glaukos and~~ the ~~other~~amount ~~named~~of ~~defendants~~these ~~deny~~payments ~~that~~(if ~~they have violated~~ any) ~~laws~~will ordepend ~~breached~~on whether (A) any ~~duties~~Executive topurchases ~~Avedro’s~~shares orof Glaukos~~’ stockholders.~~ ~~Avedro~~Common ~~and~~Stock ~~Glaukos~~after ~~are providing~~ the ~~supplemental~~Merger ~~disclosures~~within ~~set~~three ~~forth~~business indays ~~this~~after ~~Form~~exercising 8any Cash-KSettled ~~solely~~Options toand ~~eliminate~~ (B) the ~~burden~~Purchase ~~and~~Price ~~expense of litigation and to avoid~~ for any ~~possible~~purchased ~~disruption~~shares toactually exceeds the ~~Merger~~ ~~that~~Exercise ~~could result from further litigation~~Value. ToIf the ~~extent~~Exercise ~~that~~Value ~~information~~is inequal ~~this~~to ~~Form 8-K differs from,~~ or ~~updates~~greater ~~information~~than ~~contained in,~~ the ~~proxy~~Purchase ~~statement/prospectus~~Price, the ~~information~~amount inof ~~this~~each ~~Form 8-K~~Executive’s ~~shall~~Equalization ~~supersede~~Payment orwould ~~supplement~~be ~~the~~limited ~~information~~to in the ~~proxy~~amount ~~statement/prospectus. The information contained in this supplement speaks only as~~ of ~~November 8,~~any ~~2019,~~broker ~~unless~~fees ~~the information specifically indicates that another date applies. Except as otherwise described in this Form 8-K~~ or ~~the documents referred to, contained in or incorporated by reference in this Form~~related ~~8-K~~costs, ~~the~~which ~~proxy~~each ~~statement/prospectus,~~Executive ~~the~~is ~~annexes~~obligated to ~~the proxy statement/prospectus and the documents referred to, contained in or incorporated by reference in the proxy statement/prospectus are not otherwise modified, supplemented or amended~~minimize.

IfThe ~~you~~Letter ~~have~~Agreements ~~not~~with ~~already submitted a proxy for use at~~ the ~~Avedro~~Executives ~~Special~~will ~~Meeting,~~only ~~you~~become ~~are~~effective ~~urged~~if ~~to do so promptly. This Form 8-K does not affect~~ the ~~validity of any proxy card or voting instructions that Avedro stockholders may have previously received or delivered. No action~~ Merger is ~~required by any Avedro stockholder who has previously delivered a proxy or voting instructions and who does not wish to revoke or change that proxy or voting instructions~~completed.

~~SUPPLEMENTAL~~The ~~DISCLOSURES~~Letter Agreements were entered into in order to reduce the total number of shares of Glaukos Common Stock that are issuable under the Merger Agreement to a number that is less than 20% of the outstanding shares of Glaukos Common Stock to comply with certain New York Stock Exchange limitations and satisfy a condition to closing of the Merger.

~~All~~The ~~page~~foregoing ~~references~~description ~~are~~of the Letter Agreements does not purport to ~~pages~~be incomplete ~~the~~and ~~proxy~~is subject ~~statement/prospectus~~to, and ~~terms~~qualified ~~used~~in ~~below~~its entirety by, ~~unless~~the ~~otherwise~~full ~~defined,~~text ~~have~~of the ~~meanings~~Letter ~~set forth~~Agreements, inattached ~~the~~as ~~proxy~~Exhibit ~~statement/prospectus~~10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

~~The~~Item ~~disclosure~~8.01 ~~under~~Other the heading “Summary—Litigation Relating to the Merger” is hereby supplemented by replacing the paragraphs in that section, beginning with the first full paragraph on page 21 of the proxy statement/prospectus, with the following: Events.

AsOption ~~of November 8, 2019, four lawsuits have been filed by alleged Avedro stockholders challenging the Merger. The first and fourth~~Exercise ~~lawsuits,~~Extension putative class action complaints, are captioned Kent v. Avedro, Inc., et. al, No. 1:19-cv-01845-UNA (D. Del. filed Oct. 1, 2019) and Thompson v. Avedro, Inc., et al, No. 1:19-cv-02075 (D. Del. filed Oct. 31, 2019). The second

~~and~~Effective ~~third~~November 1, ~~lawsuits~~2019, ~~brought~~the byBoard ~~plaintiffs~~of ~~individually~~Directors of Avedro approved the extension of the exercise periods of 273,845 previously ~~are~~issued ~~captioned~~and ~~Payne~~outstanding vAvedro Stock Options, to be exercisable following the Effective Time. These Avedro Stock Options were originally issued on March 23, ~~Inc.~~2015, etJanuary 13, al2016, ~~1:19-cv-02019~~ ~~(D.~~June 27, ~~Del.~~2017, ~~filed~~July 18, ~~Oct.~~2018, 24and January 9, 2019) ~~and~~under ~~Bushansky~~Avedro’s v.2012 Equity Incentive Plan (the “2012 Plan”) to Avedro’s Director, ~~Inc.~~Garheng etKong al(8, ~~1:19-cv-10015~~314 options), Avedro’s Director, Hongbo Lu (~~S.D.N.Y.~~8,314 ~~filed~~options), ~~Oct~~Avedro’s Director, Robert J. 29Palmisano (60,336 ~~2019~~options), Avedro’s Director, Jonathan Silverstein (~~collectively~~8,314 ~~the~~options), ~~“Complaints”~~Avedro’s Director, Donald Zurbay (60,479 options), Avedro’s former Director, Thomas W. ~~The~~Burns, ~~Payne~~(119,774 options) and ~~Bushansky complaints~~Avedro’s ~~name~~former asDirector, ~~defendants~~Gilbert ~~Avedro~~H. ~~and~~Kliman, ~~each~~M.D. ~~member~~(8,314 options). The Board of ~~the~~Directors of Avedro ~~Board.~~has ~~The~~exercised ~~Kent~~its ~~and~~discretion ~~Thompson~~in ~~complaints~~accordance ~~additionally~~with ~~name~~the as2012 ~~defendants~~Plan ~~former~~to ~~Avedro~~extend ~~directors~~the ~~Dr. Gilbert H.~~option ~~Kliman~~exercise ~~and~~period ~~Thomas~~for W.each ~~Burns,~~of asthese ~~well~~Avedro asStock ~~Glaukos~~Options ~~and~~until ~~Merger~~November 1, ~~Sub~~2020.

~~The~~Item ~~Complaints allege violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-~~9.01 ~~The plaintiffs~~Financial ~~additionally~~Statements ~~allege that the Registration Statement on Form S-4, filed with the SEC on September 17, 2019~~ and Proxy Statement filed on Schedule 14A on October 17, 2019, omit material information with respect to the proposed transaction, which renders such Registration Statement and Proxy Statement false and misleading. The Complaints seek preliminary and permanent injunction of the proposed transaction and, if the Merger is consummated, rescission or rescissory damages. The Kent and Thompson complaints also seek the dissemination of a registration statement that discloses certain information requested by those plaintiffs. In addition, the Complaints seek attorneys’ and experts’ fees. Exhibits

~~The defendants believe that the Complaints are without merit~~(d) Exhibits.

The disclosure under the heading “Risk Factors—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.” is hereby supplemented by replacing the heading and second through fourth full paragraphs on page 35 of the proxy statement/prospectus with the following:


Number		Description

10.1		Form of Letter Agreement

~~Two~~Additional ~~lawsuits~~Information ~~have been filed against Avedro~~ and ~~the~~Where ~~Avedro~~to ~~Board~~Find ~~and~~It two lawsuits have 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.

AsIn ofconnection ~~November 8,~~with ~~2019,~~the ~~four~~proposed ~~lawsuits~~transaction ~~have~~between ~~been~~Avedro ~~filed~~and byGlaukos, ~~alleged~~Glaukos ~~Avedro~~filed ~~stockholders challenging~~with the ~~Merger~~SEC a registration statement on Amendment No. 1 ~~The~~to ~~first~~Form S-4 (No. ~~and~~333-233807) ~~fourth~~(the ~~lawsuits,~~“Registration ~~putative~~Statement”) ~~class~~containing ~~action~~a ~~complaints,~~document ~~are~~constituting ~~captioned Kent~~a v.prospectus ~~Avedro,~~of ~~Inc.,~~Glaukos ~~et.~~and ~~al,~~a Noproxy statement of Avedro. The ~~1:19-cv-01845-UNA~~Registration ~~(D.~~Statement ~~Del.~~was ~~filed~~declared ~~Oct.~~effective 1by the SEC on October 17, 2019), and ~~Thompson~~Avedro v.mailed the definitive proxy statement/prospectus to stockholders of Avedro, ~~Inc.,~~on etor alabout October 17, No2019. ~~1:19-cv-02075~~Avedro ~~(D.~~also ~~Del.~~ filed ~~Oct.~~with 31the SEC certain supplemental disclosures to the proxy statement/prospectus on a Current Report on Form 8-K on November 8, 2019). ~~The~~Avedro ~~second~~ and ~~third~~Glaukos ~~lawsuits,~~also ~~brought~~plan byto ~~plaintiffs~~file ~~individually,~~other ~~are~~relevant ~~captioned~~documents ~~Payne~~with v.the ~~Avedro,~~SEC ~~Inc~~regarding the proposed transaction., etINVESTORS ~~al,~~AND ~~1:19-cv-02019~~SECURITY ~~(D.~~HOLDERS ~~Del.~~ARE ~~filed~~URGED ~~Oct~~TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. ~~24,~~Investors and ~~2019)~~security holders are able to obtain free copies of the Registration Statement and ~~Bushansky~~the v.definitive proxy statement/prospectus and other relevant documents filed or that will be filed by Avedro, ~~Inc.~~or etGlaukos ~~al,~~with ~~1:19-cv-10015~~the (SSEC through the website maintained by the SEC at http://www.Dsec.Ngov.Y. Copies of the documents filed ~~Oct.~~with ~~29, 2019)~~the ~~(collectively,~~SEC by Glaukos are available free of charge within the ~~“Complaints”)~~Investor Relations section of Glaukos’ internet website at https://investors.glaukos.com ~~The~~or ~~Payne~~by ~~and~~contacting ~~Bushansky complaints~~Glaukos Investor ~~name~~Relations asby ~~defendants~~email ~~Avedro~~at ~~and~~investors@glaukos.com ~~each~~or ~~member~~by phone at 949-481-0510. Copies of the ~~Avedro~~documents ~~Board.~~filed ~~The~~with ~~Kent~~the ~~and~~SEC ~~Thompson~~by ~~complaints~~Avedro ~~additionally~~are ~~name~~available asfree ~~defendants~~of charge ~~former~~within the Investor Relations section of Avedro’s ~~directors~~internet Drwebsite at https://investors. ~~Gilbert H~~avedro.com ~~Kliman~~or ~~and~~by ~~Thomas~~contacting W.Avedro ~~Burns,~~Investor asRelations ~~well~~by asemail ~~Glaukos~~at ~~and~~investors@avedro.com ~~Merger~~or ~~Sub.~~by phone at 646-924-1769.

~~The~~No ~~Complaints~~Offer allege violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiffs additionally allege that the Registration Statement on Form S-4, filed with the SEC on September 17, 2019 and Proxy Statement filed on Schedule 14A on October 17, 2019, omit material information with respect to the proposed transaction, which renders such Registration Statement and Proxy Statement false and misleading. The Complaints seek preliminary and permanent injunction of the proposed transaction and, if the Merger is consummated, rescission or ~~rescissory~~Solicitation damages. The Kent and Thompson complaints also seek the dissemination of a registration statement that discloses certain information requested by those plaintiffs. In addition, the Complaints seek attorneys’ and experts’ fees.

~~The~~This ~~defendants~~communication ~~believe~~does ~~that~~not constitute an offer to sell or the ~~Complaints~~solicitation ~~are~~of ~~without~~an ~~merit~~offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transaction or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

~~The~~Participants ~~disclosure~~in ~~under~~ the ~~heading~~Solicitation “Opinion of Financial Advisor to Avedro—Combined Company Analysis—Avedro’s and Glaukos’ Wall Street Equity Research Analyst Stock Price Targets” is hereby supplemented by replacing the first paragraph on page 84 of the proxy statement/prospectus with the following:

~~Guggenheim~~Each ~~Securities~~of ~~reviewed~~Avedro ~~selected~~and ~~Wall~~Glaukos ~~Street~~and ~~equity~~their ~~research~~respective ~~analyst~~directors ~~stock~~and ~~price~~executive ~~targets~~officers ~~for~~may be deemed to be participants in the solicitation of proxies from Avedro stockholders in connection with the proposed transaction. Information about Avedro’s directors and ~~Glaukos~~executive officers is included in Avedro’s Annual Report on Form 10-K for the year ended December 31, ~~respectively~~2018, ~~as published~~which ~~prior~~was tofiled ~~August~~with the SEC on March 721, 2019., ~~Guggenheim~~and ~~Securities~~is ~~noted~~also ~~that~~included ~~such~~in ~~Wall~~Avedro’s ~~Street~~Form S-1 Registration ~~equity~~Statement ~~research~~filed ~~analyst~~with ~~stock~~the ~~price~~SEC ~~targets~~on ~~for~~January 18, ~~(i)~~2019, as amended by Amendment No. 1 to Avedro’s ~~Common~~Form S-1 Registration ~~Stock~~Statement ~~were~~filed ~~$16.00~~with –the ~~$25~~SEC on February 4, 2019.00 ~~per~~Information ~~share~~about orGlaukos’ ~~approximately~~directors ~~$14.10~~and –executive ~~$22.00~~officers ~~per~~is ~~share~~included onin aits ~~present~~definitive ~~value~~proxy ~~basis~~statement for its 2019 annual meeting of stockholders, ~~discounted~~which ~~one~~was ~~year~~filed atwith ~~Avedro’s~~the ~~estimated~~SEC ~~cost~~on April 17, 2019. Other information regarding the participants in the solicitation of ~~equity~~proxies ~~midpoint~~in connection with the proposed transaction and ~~(ii) Glaukos~~a ~~Common~~description ~~Stock~~of ~~were~~their ~~$63.00~~direct –and ~~$90.00~~indirect ~~per~~interests, ~~share~~by security holdings or ~~approximately~~otherwise, ~~$56.70~~was –contained ~~$81.00~~in ~~per~~the ~~share~~definitive onproxy astatement/prospectus ~~present~~filed ~~value~~with ~~basis~~the SEC on October 17, ~~discounted~~ ~~one~~2019. ~~year~~Investors atmay ~~Glaukos’~~obtain ~~estimated~~free ~~cost~~copies of these ~~equity~~documents ~~midpoint.~~from ~~The~~Avedro ~~individual~~or ~~price~~Glaukos ~~targets~~as ~~observed~~indicated ~~are~~above. ~~below:~~

~~Avedro~~Use ~~Price~~of ~~Targets~~Forward-Looking Statements

SVB Leerink	$	25.00	7/10/19
Cowen	$	25.00	7/5/19
Bank of America Merrill Lynch	$	24.00	5/10/19
Guggenheim	$	21.00	5/10/19
J.P. Morgan	$	16.00	5/9/19

This communication 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 proposed transaction and the expected benefits of the proposed transaction, are forward-looking statements. These statements are based on management’s current expectations, assumptions, estimates and beliefs. While Avedro and Glaukos 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.

J.P. Morgan	$	90.00	5/8/19
Wells Fargo	$	83.00	6/9/19
Stephens	$	80.00	6/20/19
Piper Jaffray	$	80.00	5/8/19
Stifel Nicolaus	$	73.00	5/9/19
BMO	$	71.00	5/8/19
Berenberg Capital Markets	$	63.00	5/9/19

risks, costs and uncertainties associated with integrating the businesses successfully and risks of not achieving all, or any of, the anticipated benefits of the proposed transaction, or the risk that the anticipated benefits of the proposed transaction may not be fully realized or take longer to realize than expected; (vii) competitive pressures in the markets in which Avedro and Glaukos operate; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and (ix) other risks to the consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Avedro and Glaukos are set forth in their respective filings with the SEC, including each of Avedro’s and Glaukos’ most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Avedro’s most recent Quarterly Report on Form 10-Q and Glaukos’ most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Avedro and Glaukos and their respective businesses, including factors that potentially could materially affect their respective businesses, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Avedro and Glaukos file from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Avedro and Glaukos assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

~~The~~SIGNATURES disclosure under the heading “Opinion of Financial Advisor to Avedro—Combined Company Analysis—Precedent One-Day Stock Price Premiums” is hereby supplemented by replacing the second paragraph and bullet-point list on page 84 of the proxy statement/prospectus with the following:

~~Guggenheim~~Pursuant ~~Securities~~to ~~reviewed~~ the ~~one-day~~requirements ~~stock price~~of ~~premiums in nine selected all-stock transactions (in which~~ the ~~consideration~~Securities ~~was~~Exchange ~~greater~~Act ~~than~~of ~~95% stock)~~1934, ~~involving~~the ~~U.S.~~registrant ~~targets~~has ~~announced~~duly ~~since~~caused ~~2016~~this ~~with~~report ~~transaction~~to ~~values~~be insigned ~~excess~~on ~~of $100 million,~~its ~~collectively~~behalf ~~referred~~by ~~to as~~ the ~~precedent~~undersigned hereunto ~~one-day~~duly ~~stock~~authorized. ~~price premiums:~~

• Maxwell Technologies, Inc./Tesla, Inc.	55	%
• SendGrid Inc./Twilio Inc.	19	%
• Pandora Media, Inc./Sirius XM Holdings Inc.	12	%
• DCT Industrial Trust Inc./Prologis, Inc.	16	%
• Layne Christensen Company/Granite Construction Inc.	35	%
• SCANA Corporation/Dominion Energy, Inc.	42	%
• HSN, Inc./Liberty Interactive Corporation	29	%
• Angie’s List, Inc./IAC-InteractiveCorp	45	%
• SolarCity Corporation/Tesla Motors, Inc.	16	%

Date: November 18, 2019

~~The~~AVEDRO, ~~disclosure~~INC. ~~under~~By: ~~the~~/s/ ~~heading~~Reza ~~“Opinion~~Zadno ofReza ~~Financial~~Zadno ~~Advisor~~President toand ~~Avedro—Other Considerations”~~Chief isExecutive ~~hereby supplemented by replacing the second to last paragraph on page 85 of the proxy statement/prospectus with the following:~~ Officer

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, for which Guggenheim Securities received compensation of less than $600,000. 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.

The disclosure under the heading “Litigation Relating to the Merger” is hereby supplemented by replacing the paragraphs in that section, beginning with the last paragraph on page 99 of the proxy statement/prospectus, with the following:

As of November 8, 2019, four lawsuits have been filed by alleged Avedro stockholders challenging the Merger. The first and fourth lawsuits, putative class action complaints, are captioned Kent v. Avedro, Inc., et. al, No. 1:19-cv-01845-UNA (D. Del. filed Oct. 1, 2019) and Thompson v. Avedro, Inc., et al, No. 1:19-cv-02075 (D. Del. filed Oct. 31, 2019). The second and third lawsuits, brought by plaintiffs individually, are captioned Payne v. Avedro, Inc., et al, 1:19-cv-02019 (D. Del. filed Oct. 24, 2019) and Bushansky v. Avedro, Inc. et al, 1:19-cv-10015 (S.D.N.Y. filed Oct. 29, 2019) (collectively, the “Complaints”). The Payne and Bushansky complaints name as defendants Avedro and each member of the Avedro Board. The Kent and Thompson complaints additionally name as defendants former Avedro directors Dr. Gilbert H. Kliman and Thomas W. Burns, as well as Glaukos and Merger Sub.

The Complaints allege violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9. The plaintiffs additionally allege that the Registration Statement on Form S-4, filed with the SEC on September 17, 2019 and Proxy Statement filed on Schedule 14A on October 17, 2019, omit material information with respect to the proposed transaction, which renders such Registration Statement and Proxy Statement false and misleading. The Complaints seek preliminary and permanent injunction of the proposed transaction and, if the Merger is consummated, rescission or rescissory damages. The Kent and Thompson complaints also seek the dissemination of a registration statement that discloses certain information requested by those plaintiffs. In addition, the Complaints seek attorneys’ and experts’ fees.

The defendants believe that the Complaints are without merit.

Additional Information and Where to Find It

In connection with the proposed transaction between Avedro and Glaukos, Glaukos filed with the SEC the Registration Statement containing a document constituting a prospectus of Glaukos and a proxy statement of Avedro. The Registration Statement was declared effective by the SEC on October 17, 2019, and Avedro mailed the definitive proxy statement/prospectus to stockholders of Avedro on or about October 17, 2019. Avedro and Glaukos also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the Registration Statement and the definitive proxy statement/prospectus and other relevant documents filed or that will be filed by Avedro or Glaukos with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Glaukos are available free of charge within the Investor Relations section of Glaukos’ internet website at https://investors.glaukos.com or by contacting Glaukos Investor Relations by email at investors@glaukos.com or by phone at 949-481-0510. Copies of the documents filed with the SEC by Avedro are available free of charge within the Investor Relations section of Avedro’s internet website at https://investors.avedro.com or by contacting Avedro Investor Relations by email at investors@avedro.com or by phone at 646-924-1769.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed transaction or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

Each of Avedro and Glaukos and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Avedro stockholders in connection with the proposed transaction. Information about Avedro’s directors and executive officers is included in Avedro’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 21, 2019, and is also included in Avedro’s Form S-1 Registration Statement filed with the SEC on January 18, 2019, as amended by Amendment No. 1 to Avedro’s Form S-1 Registration Statement filed with the SEC on February 4, 2019. Information about Glaukos’ directors and executive officers is included in its definitive proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 17, 2019. Other information regarding the participants in the solicitation of proxies in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, was contained in the definitive proxy statement/prospectus filed with the SEC on October 17, 2019. Investors may obtain free copies of these documents from Avedro or Glaukos as indicated above.

Use of Forward-Looking Statements

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (i) failure of Avedro to obtain stockholder approval as required for the proposed transaction; (ii) failure to satisfy the conditions to the closing of the proposed transaction; (iii) unexpected costs, liabilities or delays in connection with or with respect to the proposed transaction; (iv) the effect of the proposed transaction on the ability of Avedro or Glaukos to retain and hire key personnel and maintain business relationships with customers, suppliers and others with whom Avedro or Glaukos does business, or on Avedro’s or Glaukos’ operating results, market price of common stock, and business generally; (v) legal proceedings relating to the proposed transaction and the outcome of any such legal proceeding; (vi) the inherent risks, costs and uncertainties associated with integrating the businesses successfully and risks of not achieving all or any of the anticipated benefits of the proposed transaction, or the risk that the anticipated benefits of the proposed transaction may not be fully realized or take longer to realize than expected; (vii) competitive pressures in the markets in which Avedro and Glaukos operate; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and (ix) other risks to the consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Avedro and Glaukos are set forth in their respective filings with the SEC, including each of Avedro’s and Glaukos’ most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov. The risks and uncertainties described above and in Avedro’s most recent Quarterly Report on Form 10-Q and Glaukos’ most recent Quarterly Report on Form 10-Q are not exclusive and further information concerning Avedro and Glaukos and their respective businesses, including factors that potentially could materially affect their respective businesses, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that Avedro and Glaukos file from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, Avedro and Glaukos assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Avedro, Inc.

Dated: November 8, 2019

/s/ Reza Zadno

Reza Zadno Ph.D.

President and Chief Executive Officer

Filing Compare · AVEDRO INC