Private Placement Form 8 K

The disclosure under Item 8.01 below is incorporated by reference herein.

Glaukos Corporation (the "Company") issued the Shares (as defined below) pursuant to separate, privately negotiated exchange agreements (the "Exchange Agreements"), and in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act. The Shares were issued only to investors that qualified as "qualified institutional buyers" (as such term is defined in Rule 144A of the Securities Act) and institutional "accredited investors" (as such term is defined in Rule 501 of the Securities Act).