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 1519, 2019

Avedro, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-38809	13-4223265
(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

Trading

Symbol(s)

Name of each 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 52.0201. ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

AsOn ~~previously disclosed, on August~~November 721, 2019, ~~Avedro,~~pursuant ~~Inc.,~~to athe ~~Delaware corporation~~terms ~~(“Avedro”)~~and ~~entered~~conditions ~~into~~of an Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), ~~with~~by and among 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~~Inc., ~~Avedro~~a ~~continuing as the surviving~~ Delaware corporation (~~the~~ “~~Merger~~Avedro”)~~. Pursuant to the terms of the Merger Agreement~~, ~~at the effective time of the~~ Merger ~~(the~~Sub ~~“Effective~~was ~~Time”),~~merged ~~each~~with ~~outstanding~~ and ~~unexercised~~into ~~option (an “~~Avedro ~~Stock Option”) to purchase shares of Avedro’s common stock~~, ~~par~~with ~~value $0.00001 per share (“~~Avedro ~~Common Stock”),~~continuing ~~whether~~as ~~vested~~the orsurviving ~~unvested,~~corporation ~~will be assumed by Glaukos~~ and ~~converted into an option to purchase~~ a ~~number~~wholly ofowned ~~shares~~subsidiary ~~(rounded down to the nearest whole share)~~ of Glaukos’ ~~common stock, par value $0.001 per share~~ (~~“Glaukos Common~~the ~~Stock~~“Merger”)~~, 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.~~

~~Effective~~At ~~November 15,~~the ~~2019,~~effective ~~Avedro~~time ~~entered~~of ~~into~~the ~~letter~~Merger ~~agreements~~ (the “~~Letter~~Effective ~~Agreements~~Time”), ~~with~~ each ofshare ~~Reza Zadno, the Chief Executive Officer~~ of ~~Avedro,~~common ~~Thomas Griffin~~stock, ~~the~~par ~~Chief~~value ~~Financial~~$0.00001 ~~Officer~~per ~~of Avedro~~share, ~~and Jim Schuermann, the Chief Business Officer~~ of Avedro (~~the~~ “~~Executives”). Messrs. Zadno, Griffin and Schuermann each currently holds a total of 810,286, 60,985 and 100,251 non-qualified~~ Avedro Common Stock ~~Options that were previously granted under Avedro’s 2012 Equity Incentive Plan (the “2012 Plan~~”)~~. Pursuant to the Letter Agreements~~, ~~Avedro and the Executives have agreed that~~ (1)other ~~412,345~~than ofshares ~~Mr. Zadno’s non-qualified Avedro Stock Options and all~~ of ~~the non-qualified~~ Avedro Common Stock ~~Options~~owned ~~held~~ by ~~Messrs. Griffin~~Glaukos, ~~and~~Merger ~~Schuermann~~Sub, ~~will~~Avedro ~~expire~~or noany ~~later~~direct ~~than~~or ~~June 30~~indirect, ~~2020,~~wholly ~~(2)~~owned ifsubsidiary ~~any portion~~ of ~~those~~ Avedro ~~Stock~~or ~~Options~~Glaukos) isthat ~~exercised,~~was ~~such~~issued ~~options~~and ~~will~~outstanding beimmediately ~~settled~~prior ~~in cash (based on the extent, if any,~~ to ~~which~~ the ~~fair~~Effective ~~market~~Time ~~value of the shares~~was ~~underlying~~automatically ~~the~~cancelled ~~options~~and atconverted ~~the~~into ~~time of exercise exceeds~~ the ~~applicable~~right ~~exercise~~to ~~price~~receive of0.365 (the ~~options, and such options referred to as the~~ “~~Cash-Settled~~Exchange ~~Options~~Ratio”), ~~and~~of ~~(3) the~~a ~~exercise~~share ~~period~~ of ~~Mr. Zadno’s~~common ~~remaining~~stock ~~397~~of Glaukos,~~941~~ ~~non-qualified~~par ~~Avedro~~value ~~Stock~~$0.001 ~~Options~~per ~~will~~share ~~be extended until three years after his continuous service with Avedro terminates other than for cause~~ (~~but~~“Glaukos ~~subject~~Common ~~to the original maximum term of the options~~Stock”).

~~The~~Subject ~~Letter~~to ~~Agreements~~certain ~~also~~exceptions, ~~provide that~~ each ~~Executive~~Avedro ~~will~~equity beaward ~~entitled to receive a potential bonus payment (the “Equalization Payment”) from Glaukos in the event~~ that ~~any~~was ~~Executive~~outstanding ~~purchases~~as ~~shares~~ of ~~Glaukos Common Stock within three business days after his Cash-Settled Options are exercised and~~ the ~~purchase~~Effective ~~price~~Time ~~(the~~was “Purchase Price”) of any shares of Glaukos Common Stock purchased is greater than the closing price of a share of Glaukos Common Stock on the date his Cash-Settled Options are exercised (the “Exercise Value”). The amount of each Executive’s potential Equalization Payment will be an amount such that after payment of all applicable income and employment taxesconverted, ~~each~~subject ~~Executive will retain an after-tax amount equal~~ to ~~any positive difference between~~ the ~~Purchase~~Exchange ~~Price~~Ratio, ~~and~~into ~~the~~equivalent ~~Exercise~~equity ~~Value~~awards ~~with respect to any shares~~ of Glaukos ~~Common~~on ~~Stock that he purchases, plus~~ the ~~amount~~same ofterms ~~any broker fees or related costs. Pursuant to the Letter Agreements, each Executive will also be entitled to receive a gross-up payment equal, on an after-tax basis after taking into account any taxes~~ and ~~penalties~~conditions onapplicable ~~the gross-up payment itself,~~ to the ~~amount~~ ofAvedro ~~any~~equity ~~excise~~awards ~~taxes~~immediately ~~that~~prior ~~may be triggered pursuant~~ to ~~Sections 280G and 4999 of~~ the ~~Internal~~Effective ~~Revenue Code by the Merger~~Time. ~~The~~In ~~Executives~~particular: ~~will not be subject to any cutback of benefits in order to avoid triggering these excise taxes.~~

• Each outstanding and unexercised option to purchase Avedro ~~currently~~Common ~~estimates~~Stock ~~that~~(whether ~~each~~vested ~~Executive~~or ~~will~~unvested) ~~not~~(an be“Avedro ~~subject~~Stock toOption”) ~~any~~was ~~parachute~~assumed ~~payment~~by ~~excise~~Glaukos ~~taxes~~and ~~pursuant~~converted into an option (an “Assumed Stock Option”) to ~~Sections~~purchase ~~280G~~a ~~and~~number ~~4999~~of shares of ~~the~~ ~~Internal~~Glaukos ~~Revenue~~Common ~~Code~~Stock in(rounded ~~connection~~down ~~with~~to the ~~Merger,~~nearest ~~even~~whole ifshare) equal to the ~~Executive’s~~product ~~employment~~of ~~was~~the number of shares of Avedro Common Stock subject to ~~terminate~~such inAvedro ~~connection~~Stock ~~with~~Option immediately prior to the ~~Merger~~Effective Time multiplied by the Exchange Ratio. ~~Accordingly,~~The ~~Avedro~~per ~~currently~~share ~~estimates~~exercise ~~that~~price for the ~~aggregate~~Glaukos ~~dollar~~Common ~~amount~~Stock issuable upon exercise of ~~the~~such ~~Executives’ Section 280G~~Assumed ~~gross-up~~Stock ~~payments~~Option ~~will~~is beequal ($0rounded 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. ~~This~~Otherwise, ~~estimate~~each Assumed Stock Option is ~~based~~subject onto ~~assumptions~~the ~~that~~same ~~may~~terms orand ~~may~~conditions ~~not~~(including ~~occur~~expiration date, vesting and exercise provisions) as were applicable to the corresponding Avedro Stock Option immediately prior to the Effective Time. After the Effective Time, each Assumed Stock Option no longer represented the right to acquire Avedro Common Stock.

At• ~~this~~Each ~~time,~~outstanding itrestricted isstock ~~not~~unit ~~possible~~issued toby ~~determine~~Avedro (an “Avedro RSU”) (but excluding any Avedro RSU that vested prior to or ~~estimate~~as a result of the ~~value~~consummation of the ~~potential~~Merger ~~Equalization~~and ~~Payments~~settled in shares of Avedro Common Stock that ~~may~~converted beinto ~~made~~the right to ~~the~~receive ~~Executives,~~ shares of Glaukos Common Stock as ~~the~~a ~~amount~~result of ~~these~~the ~~payments~~Merger) was assumed by Glaukos (ifan ~~any~~“Assumed RSU”) ~~will~~and ~~depend~~converted oninto ~~whether~~the ~~(A) any~~right ~~Executive~~to ~~purchases~~receive the number of shares of Glaukos Common Stock ~~after~~(rounded down to the ~~Merger~~nearest ~~within~~whole ~~three~~share) ~~business~~equal ~~days~~to ~~after~~the ~~exercising~~product ~~any~~of ~~Cash-Settled~~the ~~Options~~number ~~and~~of ~~(B) the~~shares ~~Purchase~~of ~~Price~~Avedro ~~for any~~Common ~~purchased~~Stock ~~shares~~subject ~~actually~~to ~~exceeds~~such Avedro RSU immediately prior to the ~~Exercise~~Effective ~~Value.~~Time Ifmultiplied by the ~~Exercise~~Exchange ~~Value~~Ratio. Otherwise, each Assumed RSU is ~~equal~~subject to orthe ~~greater~~same ~~than~~terms ~~the~~and ~~Purchase~~conditions ~~Price~~(including vesting, ~~the~~payment ~~amount~~and ofwithholding ~~each~~provisions) ~~Executive’s~~as ~~Equalization~~were ~~Payment~~applicable ~~would~~to bethe ~~limited~~corresponding Avedro RSU immediately prior to the ~~amount~~Effective ofTime. ~~any~~After ~~broker~~the ~~fees~~Effective ~~or related costs~~Time, ~~which~~ each ~~Executive~~Assumed isRSU ~~obligated~~no longer represented the right to ~~minimize.~~acquire Avedro Common Stock.

~~The~~• ~~Letter~~Each ~~Agreements~~warrant ~~with~~to purchase shares of Avedro Common Stock (an “Avedro Warrant”) that was outstanding and unexercised as of immediately prior to the ~~Executives~~Effective ~~will~~Time ~~only~~was ~~become~~cancelled ~~effective~~and ifconverted into the ~~Merger is~~right ~~completed.~~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 volume weighted averages of the trading price of Glaukos Common Stock for the five consecutive trading dates ending three trading days prior to the consummation of the Merger.

The ~~Letter~~foregoing ~~Agreements~~summary ~~were~~description ~~entered~~of ~~into in order to reduce~~ the ~~total~~Merger ~~number~~Agreement ofis ~~shares~~qualified ofin ~~Glaukos~~its ~~Common~~entirety ~~Stock~~by ~~that~~reference ~~are~~to the ~~issuable~~terms ~~under~~of the Merger Agreement, to a ~~number~~copy ~~that~~of iswhich ~~less~~was ~~than~~filed ~~20%~~as ofExhibit ~~the~~2.1 ~~outstanding~~to ~~shares~~Avedro’s ofCurrent ~~Glaukos~~Report ~~Common~~on ~~Stock~~Form to8-K ~~comply~~filed with ~~certain~~the ~~New~~Securities ~~York~~and ~~Stock~~ Exchange ~~limitations~~Commission ~~and~~(the ~~satisfy~~“SEC”) aon ~~condition~~August 7, 2019 toand ~~closing~~is ofincorporated ~~the~~herein ~~Merger~~by reference.

~~The~~Item ~~foregoing~~3.01. ~~description~~Notice of ~~the~~Delisting ~~Letter~~or ~~Agreements~~Failure ~~does not purport~~ to beSatisfy ~~complete~~a ~~and~~Continued ~~is subject~~Listing ~~to,~~Rule ~~and~~or ~~qualified~~Standard; inTransfer ~~its entirety by, the full text~~ of ~~the Letter Agreements, attached as Exhibit 10~~Listing.~~1 to this Current Report on Form 8-K, which is incorporated herein by reference.~~

The information set forth in Item 82.01 ~~Other~~of ~~Events~~this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

~~Option~~On ~~Exercise~~November 21, 2019, in connection with the completion of the Merger, Avedro notified The Nasdaq Stock Market LLC ~~Extension~~(“Nasdaq”) of the effectiveness of the Merger and that the Avedro Common Stock was cancelled and converted into the right to receive Glaukos Common Stock and requested that Nasdaq delist the Avedro Common Stock and file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to report that the Avedro Common Stock will no longer be listed on Nasdaq. In accordance with Nasdaq requirements, trading of Avedro Common Stock on Nasdaq was suspended immediately following the after-hours session at 8 p.m. Eastern Time on November 20, 2019.

~~Effective November 1, 2019, the Board of Directors of~~ Avedro ~~approved~~intends ~~the extension of the exercise periods of 273,845 previously issued and outstanding Avedro Stock Options,~~ to befile ~~exercisable~~with ~~following~~ the ~~Effective~~SEC ~~Time.~~a ~~These~~certification ~~Avedro Stock Options were originally issued~~ on ~~March 23,~~Form ~~2015,~~15 ~~January 13, 2016, June 27, 2017, July 18, 2018, and January 9, 2019~~ under ~~Avedro’s 2012 Equity Incentive Plan (~~the ~~“2012~~Exchange ~~Plan”) to Avedro’s Director~~Act, ~~Garheng~~requesting ~~Kong~~the ~~(8,314~~deregistration ~~options),~~of Avedro’s ~~Director,~~Common ~~Hongbo~~Stock Luand ~~(8,314~~the ~~options), Avedro’s Director, Robert J. Palmisano~~suspension ~~(60,336~~of ~~options),~~ Avedro’s ~~Director,~~reporting ~~Jonathan~~obligations ~~Silverstein~~under ~~(8,314~~Sections ~~options),~~13 ~~Avedro’s Director, Donald Zurbay (60,479 options), Avedro’s former Director, Thomas W. Burns, (119,774 options)~~ and ~~Avedro’s former Director, Gilbert H. Kliman, M.D.~~ 15(~~8,314 options~~d). ~~The Board~~ of ~~Directors~~the ofExchange ~~Avedro~~Act ~~has exercised its discretion in accordance~~ with ~~the~~respect ~~2012 Plan~~ to ~~extend~~ the ~~option exercise period for each of these~~ Avedro ~~Stock~~Common ~~Options until November 1, 2020~~Stock.

Item 93.0103. ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

~~(d)~~The information set forth in Items 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K are incorporated ~~Exhibits~~by reference in this Item 3.03.

Number		Description
10.1		Form of Letter Agreement

In connection with the Merger, at the Effective Time, each outstanding share of Avedro Common Stock was cancelled and converted into the right to receive shares of Glaukos 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).

~~Additional~~Item ~~Information~~5.01. ~~and~~Changes ~~Where~~in toControl ~~Find~~of It Registrant.

InThe information ~~connection~~set ~~with~~forth ~~the~~in ~~proposed~~Item ~~transaction between Avedro and Glaukos~~2.01, ~~Glaukos filed with the SEC a registration statement on Amendment No~~3. 101, ~~to Form S-4 (No~~3.03 ~~333-233807) (the “Registration Statement”) containing a document constituting a prospectus of Glaukos~~ and ~~a proxy statement of Avedro~~5.02 ~~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~~this ~~on or about October 17, 2019. Avedro also filed with the SEC certain supplemental disclosures to the proxy statement/prospectus on a~~ Current Report on Form 8-K onis ~~November 8,~~incorporated 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~~reference orin ~~Glaukos~~this ~~with~~Item ~~the SEC through the website maintained by the SEC at http://www~~5.~~sec~~01.~~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.

NoIn ~~Offer~~connection orwith ~~Solicitation~~the Merger, at the Effective Time, a change of control of Avedro occurred. Upon consummation of the Merger, Merger Sub was merged with and into Avedro, with Avedro continuing as the surviving corporation and as a direct wholly owned subsidiary of Glaukos.

~~This~~Item ~~communication~~5.02. ~~does~~Departure ~~not constitute an offer to sell or the solicitation~~ of anDirectors ~~offer to buy any securities nor a solicitation of any vote~~ or ~~approval~~Certain ~~with respect~~Officers; toElection ~~the proposed transaction or otherwise. No offering~~ of ~~securities~~Directors; ~~shall~~Appointment ~~be made except by means~~ of aCertain ~~prospectus~~Officers; ~~meeting~~Compensatory ~~the~~Arrangements ~~requirements~~ of ~~Section 10~~Certain ~~of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law~~Officers.

~~Participants~~The information set forth in ~~the~~Item ~~Solicitation~~2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

~~Each~~In ofaccordance ~~Avedro~~with ~~and Glaukos and their respective directors and executive officers may be deemed to be participants in~~ the ~~solicitation~~terms of ~~proxies from Avedro stockholders in connection with~~ the ~~proposed~~Merger ~~transaction.~~Agreement, ~~Information~~at ~~about Avedro’s directors and executive officers is included in Avedro’s Annual Report on Form 10-K for~~ the ~~year ended~~ ~~December 31,~~Effective ~~2018,~~Time ~~which was filed with~~ the ~~SEC~~directors onof ~~March 21,~~Merger ~~2019,~~Sub ~~and~~immediately isprior ~~also~~to ~~included in Avedro’s Form S-1 Registration Statement filed with~~ the ~~SEC~~Effective ~~on January 18~~Time, ~~2019,~~consisting ~~as amended~~of byThomas ~~Amendment No~~W. 1 toBurns ~~Avedro’s~~and ~~Form S-1 Registration~~Joseph ~~Statement~~E. ~~filed~~Gilliam, ~~with~~became the ~~SEC on February 4, 2019. Information about Glaukos’~~ directors ~~and~~of ~~executive~~the ~~officers~~surviving ~~is included~~corporation inuntil ~~its~~their ~~definitive~~successors ~~proxy~~are ~~statement~~duly ~~for~~elected ~~its~~or ~~2019~~appointed ~~annual meeting of stockholders~~and qualified, ~~which~~or ~~was~~until ~~filed~~their ~~with~~earlier ~~the~~death, ~~SEC~~resignation onor ~~April 17, 2019~~removal. ~~Other~~Each ~~information~~of ~~regarding~~ the ~~participants~~directors ~~in the solicitation~~ of ~~proxies~~Avedro inimmediately ~~connection~~prior ~~with~~to the ~~proposed transaction~~Effective ~~and~~Time, aconsisting ~~description~~ of ~~their~~Donald ~~direct~~J. ~~and~~Zurbay, ~~indirect~~Honbgo ~~interests~~Lu, byPh.D., ~~security~~Reza ~~holdings~~Zadno, ~~or otherwise~~Ph.D., ~~was~~Jonathan ~~contained~~Silverstein, inGarheng ~~the~~Kong, ~~definitive~~MD, Ph.D., ~~proxy~~and ~~statement/prospectus~~Robert ~~filed~~J. ~~with the SEC on October 17~~Palmisano, ~~2019.~~voluntarily ~~Investors~~resigned ~~may~~and ~~obtain~~ceased ~~free~~serving ~~copies~~as directors of ~~these~~ ~~documents from~~ Avedro oras ~~Glaukos~~of asthe ~~indicated~~Effective ~~above~~Time.

~~Use~~Item 5.03. Amendments to Articles of ~~Forward-Looking~~Incorporation ~~Statements~~or Bylaws; Change in Fiscal Year.

~~This~~The ~~communication~~information ~~contains~~set ~~“forward-looking~~forth 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~~Item ~~with any discussion of future plans, actions or events identify forward-looking statements~~2.01 ~~All statements, other than historical facts, including statements regarding the expected timing~~ of ~~the~~this ~~closing~~Current ofReport ~~the proposed transaction and the expected benefits of the proposed transaction, are forward-looking statements. These statements are based~~ on ~~management’s~~Form ~~current expectations, assumptions, estimates and beliefs. While Avedro and Glaukos believe these expectations, assumptions, estimates and beliefs are reasonable, such forward~~8-~~looking~~K ~~statements~~is ~~are~~incorporated ~~only~~by ~~predictions,~~reference ~~and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described~~ in ~~the~~this ~~forward-looking statements~~Item 5.03.

~~The~~Pursuant ~~following factors, among others, could cause actual results~~ to ~~differ~~ ~~materially from those described in~~ the ~~forward-looking~~terms ~~statements: (i) failure~~ of ~~Avedro to obtain stockholder approval as required for~~ the ~~proposed~~Merger ~~transaction;~~Agreement, ~~(ii) failure~~at ~~to satisfy~~ the ~~conditions~~Effective toTime, ~~the~~Avedro’s ~~closing~~certificate of ~~the proposed~~ ~~transaction;~~incorporation ~~(iii) unexpected~~and ~~costs,~~bylaws ~~liabilities~~were oramended ~~delays~~and restated in ~~connection~~their ~~with~~entirety, orboth ~~with~~as ~~respect~~set toforth ~~the~~as ~~proposed~~exhibits ~~transaction;~~to ~~(iv)~~ the ~~effect~~Merger ofAgreement. ~~the~~The ~~proposed~~Amended ~~transaction~~and onRestated ~~the~~Certificate ~~ability~~ of ~~Avedro~~Incorporation ~~or Glaukos to retain~~ and ~~hire~~Amended ~~key personnel~~ and ~~maintain~~ ~~business~~Restated ~~relationships~~Bylaws ~~with~~of ~~customers, suppliers and others with whom~~ Avedro orare ~~Glaukos~~attached ~~does~~as ~~business,~~Exhibit or3.1 and onExhibit ~~Avedro’s or Glaukos’ operating results~~3.2, ~~market price of common stock~~respectively, and ~~business~~are ~~generally;~~incorporated ~~(v) legal~~herein ~~proceedings relating~~by toreference. ~~the proposed transaction and the outcome of any such legal proceeding; (vi) the inherent~~

~~risks,~~Item 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 all5.07. ~~Additional~~Submission ~~factors that may affect the future results~~ of ~~Avedro~~Matters 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.~~a ~~Readers~~Vote 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~~Security ~~date of these materials~~Holders. ~~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~~On November 19, 2019, Avedro held a special meeting of its stockholders (the “Special Meeting”). Avedro’s stockholders voted on two proposals at the Special Meeting, each of which is described in more detail in Avedro’s definitive proxy statement filed with the SEC on October 17, 2019.

~~Pursuant~~Avedro’s stockholders were entitled to one vote for each share of Avedro Common Stock held by such stockholder as of the ~~requirements~~close of business on October 15, 2019 (the ~~Securities~~“Record ~~Exchange~~Date”). ~~Act~~At the close of ~~1934,~~business on the ~~registrant~~Record ~~has~~Date, ~~duly~~there ~~caused~~were ~~this~~17,520,243 ~~report~~shares of Avedro Common Stock eligible to bevote ~~signed~~at onthe ~~its~~Special ~~behalf~~Meeting. byPresent at the ~~undersigned~~Special Meeting or by proxy were holders of ~~hereunto~~13,950,903 ~~duly~~shares ~~authorized~~of Avedro Common Stock, representing 79.63% of the outstanding shares of Avedro Common Stock eligible to vote at the Special Meeting, and constituting a quorum. The final results with respect to each such proposal are set forth below.

~~Date:~~Proposal ~~November 18,~~1 ~~2019~~- To approve the Merger and adopt the Merger Agreement and the other transactions contemplated thereby (the “Merger proposal”):

AVEDRO, INC. By: /s/ Reza Zadno Reza Zadno President and Chief Executive Officer


Votes For	Votes Against	Abstentions	Broker Non-Votes
13,924,787	18,966	7,150	0

Proposal 2 - 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:


Votes For	Votes Against	Abstentions	Broker Non-Votes
13,863,263	71,689	15,951	0

As there were sufficient votes to approve the Merger proposal, stockholder action on a third 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, was not necessary or required and Avedro did not call the vote on that proposal.

Item 8.01.

Other Events.

On November 21, 2019, Avedro issued a joint press release with Glaukos announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Number		Description

2.1		Agreement and Plan of Merger, dated as of August 7, 2019, by and among Avedro, Glaukos and Merger Sub (incorporated by reference to Exhibit 2.1 to Avedro’s Current Report on Form 8-K filed with the SEC on August 7, 2019).

3.1		Amended and Restated Certificate of Incorporation of Avedro.

3.2		Amended and Restated Bylaws of Avedro.

99.1		Press release of Avedro and Glaukos, dated as of November 21, 2019.

SIGNATURES

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

Date: November 21, 2019


AVEDRO, INC.



By:		/s/ Joseph E. Gilliam
Name: Title:		Joseph E. Gilliam Chief Financial Officer and Senior Vice President, Corporate Development

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