Item 7.01. Regulation FD Disclosure. On October 1, 2026, SpyGlass Pharma, Inc. (the “Company”) issued a press release announcing the Acquisition (as defined below) and related items. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.…
Filed Oct 1, 2026Accepted Oct 1, 2026, 8:15 AM EDTCIK 1778922Accession 0001778922-26-000049
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On October 1, 2026, SpyGlass Pharma, Inc. (the “Company”) issued a press release announcing the Acquisition (as defined below) and related items. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On October 1, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Santen Holdings US, Inc., a California corporation (“Seller”), and Santen Pharmaceutical Co., Ltd., a Japanese Company (“Parent”). At the closing under the Purchase Agreement, which occurred on October 1, 2026 (the “Closing”), the Company acquired 100% of the outstanding equity securities (the “Shares”) of Advanced Vision Science, Inc., a California corporation (“AVS”), from Seller (the “Acquisition”). Prior to the Closing, AVS was the Company’s supplier of intraocular lenses.
The aggregate consideration paid by the Company at the Closing for the Shares was based on a purchase price of $13,000,000, subject to customary adjustments. The purchase price was estimated as of the Closing and is subject to a customary post-Closing adjustment.
The Purchase Agreement contains customary representations, warranties and covenants made by the Company and the Seller. Parent has guaranteed Seller’s obligations under the Purchase Agreement, including Seller’s indemnification obligations.
In connection with the Closing, AVS and Parent entered into an Amended and Restated Supply and Distribution Agreement, pursuant to which AVS will continue to manufacture and supply intraocular lens products under the Eternity brand to Parent, and Parent was granted an exclusive right to sell such products in Japan on the terms set forth therein. In addition, AVS and Parent entered into cross license agreements pursuant to which AVS granted Parent a non-exclusive, non-sublicensable license under certain AVS intellectual property, and Parent granted AVS a non-exclusive license under certain Parent intellectual property, in each case to permit the parties to continue operating their respective businesses following the Closing.