Core Points - STAAR Surgical has amended its merger agreement with Alcon to allow a 30-day go-shop period for soliciting third-party proposals, aiming to maximize stockholder value [1][2][3] - Alcon has waived its matching rights and information rights during this go-shop period, facilitating a more open solicitation process [3][4] - The Special Meeting of Stockholders to vote on the merger proposal has been postponed to December 19, 2025, to allow time for potential third-party proposals [4] Summary by Sections Merger Agreement Amendments - The new go-shop period allows STAAR to actively seek third-party proposals until December 6, 2025 [3] - Alcon has waived matching rights for any superior proposals made during this period [3] - STAAR is not obligated to inform Alcon about any bids received until the go-shop period ends, promoting a fair solicitation process [3] Stockholder Engagement - STAAR's CEO emphasized the commitment to maximizing stockholder value and the potential benefits of the go-shop process [2] - Alcon will engage with STAAR stockholders to garner support for the merger proposal [2][4] Special Meeting of Stockholders - The Special Meeting originally scheduled for December 3, 2025, has been postponed to December 19, 2025, allowing stockholders to consider any new proposals [4]

Financial Performance - For the nine months ended September 26, 2025, net sales were $181.6 million, a decrease of 31% compared to $265.0 million for the same period in 2024[89] - Net sales for the nine months ended September 26, 2025 decreased by 31% compared to the same period in 2024, primarily due to decreased sales in China, with APAC region sales down 42% and ICL unit sales down 43%[99] - For the three months ended September 26, 2025, net sales increased by 6.9% to $94.7 million compared to $88.6 million for the same period in 2024[97] - The company reported a net loss of $62.1 million for the nine months ended September 26, 2025[115] Sales by Region - Net sales to distributors in China for the nine months ended September 26, 2025, were $60.3 million, down from $154.5 million in the prior year[89] - The Americas region sales increased by 20% with ICL unit growth of 15%, driven by sales growth in Canada and the U.S.[98] - The EMEA region sales increased by 8% with ICL unit growth of 23%, primarily due to sales growth in distributor markets[98] Gross Profit and Margins - The gross profit margin for the three months ended September 26, 2025, was 82.2%, up from 77.3% in the same period of 2024[96] - Gross profit for the three months ended September 26, 2025 increased by 13.7% year-over-year, with a gross margin of 82.2%, up from 77.3% in the same period of 2024[100] - Gross profit for the nine months ended September 26, 2025 decreased by 33.3% year-over-year, with a gross margin of 76.3%, down from 78.5% in the same period of 2024[101] Expenses - General and administrative expenses for the three months ended September 26, 2025 decreased by 4.3% year-over-year, representing 21.9% of sales, down from 24.5%[102] - Selling and marketing expenses for the three months ended September 26, 2025 decreased by 18.7% year-over-year, accounting for 24.8% of sales, down from 32.6%[103] - Research and development expenses for the three months ended September 26, 2025 decreased by 24.8% year-over-year, representing 9.7% of sales, down from 13.8%[104] - Merger transaction and related costs amounted to $5.9 million for the three months ended September 26, 2025, representing 6.3% of sales[105] - Restructuring, impairment, and related charges totaled $27.9 million for the nine months ended September 26, 2025, representing 15.3% of sales[107] Cash Flow and Assets - Cash and cash equivalents increased by $31.996 million from $144.159 million in December 27, 2024 to $176.155 million in September 26, 2025[114] - Total current assets decreased by $46.731 million from $367.940 million in December 27, 2024 to $321.209 million in September 26, 2025[114] - Net cash used in operating activities for the nine months ended September 26, 2025 was $(30.316) million, compared to $15.083 million for the same period in 2024[115] - Net cash provided by investing activities was $65.754 million for the nine months ended September 26, 2025, compared to $(39.722) million for the same period in 2024[115] - Net cash used in financing activities was $(4.505) million for the nine months ended September 26, 2025, compared to $5.834 million for the same period in 2024[118] - The company’s working capital decreased by $38.062 million from $297.634 million in December 27, 2024 to $259.572 million in September 26, 2025[114] Tax and Other Income - The effective tax rate for the three months ended September 26, 2025 was 52.7%, compared to 24.2% for the same period in 2024[112] - Other income, net for the three months ended September 26, 2025 decreased by 96.0% year-over-year, amounting to $300, while for the nine months it increased by 21.4% to $7.3 million[109] Strategic Initiatives - The company entered into a Merger Agreement with Alcon Research, LLC on August 4, 2025, with STAAR becoming a wholly owned subsidiary of Alcon[88] - The company has implemented consignment agreements with distributors in China to mitigate financial exposure from tariffs[91] - The company expects distributors to make more frequent purchases of ICLs in smaller quantities, reducing the risk of inventory buildup[92] Market Risk - There have been no material changes in the company's qualitative and quantitative market risk since the last annual report[120]

Core Viewpoint - Broadwood Partners, L.P. and its affiliates are opposing Alcon Inc.'s proposed acquisition of STAAR Surgical Company, urging shareholders to vote against the transaction using their GREEN Proxy Card [1] Group 1: Company Actions - Broadwood Partners owns 27.5% of STAAR's outstanding common stock, indicating significant influence over shareholder decisions [1] - The firm continues to actively communicate its stance against the acquisition, highlighting its commitment to protecting shareholder interests [1] Group 2: Market Implications - The opposition from a major shareholder like Broadwood could impact the outcome of the acquisition vote, potentially leading to a reevaluation of the proposed transaction by Alcon [1]

Core Viewpoint - Alcon has released investor discussion materials that emphasize the value of its merger proposal for STAAR stockholders, aiming to strengthen its position in the market [1] Group 1: Merger Proposal - The merger proposal is positioned as beneficial for STAAR stockholders, highlighting potential value creation [1] - Alcon's materials provide detailed insights into the strategic advantages of the merger, including enhanced market presence and operational synergies [1] Group 2: Investor Communication - The release of discussion materials is part of Alcon's broader strategy to engage with investors and clarify the benefits of the proposed merger [1] - Alcon aims to address any concerns from STAAR stockholders regarding the merger, reinforcing its commitment to transparency and shareholder value [1]

Company Overview - STAAR Surgical Company (NASDAQ:STAA) specializes in phakic intraocular lenses (IOLs) with its EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction [1] - The company is based in Lake Forest, California, and is known for its commitment to transparency with investors [1] - STAAR competes in the medical device industry, focusing on innovative vision correction solutions [1] Financial Performance - On October 29, 2025, STAAR reported earnings per share (EPS) of $0.17, slightly below the estimated $0.18 [2] - The company generated revenue of $94.7 million, surpassing the estimated $89.4 million, reflecting strong sales performance [2] Valuation Metrics - The price-to-sales ratio of about 6 indicates that investors are willing to pay $6 for every dollar of sales, showing confidence in the company's revenue potential [3] - The enterprise value to sales ratio is approximately 5.43, reflecting STAAR's valuation relative to its revenue [3] - The enterprise value to operating cash flow ratio is around -42.74, indicating difficulties in generating positive cash flow from operations [3] - STAAR maintains a low debt-to-equity ratio of about 0.12, suggesting a relatively low level of debt compared to its equity [3] Liquidity Position - STAAR's current ratio is approximately 4.94, indicating strong liquidity and the company's ability to cover its short-term liabilities [4] - This strong liquidity position provides a buffer for the company as it continues to focus on its core business of vision correction solutions [4]

Core Viewpoint - Yunqi Capital Limited, a 5.1% shareholder of STAAR Surgical Company, has expressed its concerns regarding the adjournment of STAAR's Special Meeting of Stockholders to vote on the proposed sale to Alcon Inc. [1] Group 1 - Yunqi Capital Limited is an investment management firm that advises funds and holds a significant stake in STAAR Surgical Company [1] - The decision to adjourn the Special Meeting of Stockholders was made by STAAR Surgical and Alcon Inc. [1] - The proposed sale to Alcon was initially announced in August [1]

Core Viewpoint - Staar Surgical's largest investor, Broadwood Partners, is initiating a shareholder meeting to remove several directors due to tensions surrounding a proposed takeover [1] Group 1 - Broadwood Partners is the biggest investor in Staar Surgical [1] - The planned shareholder meeting aims to address governance issues by removing certain directors [1] - The tensions arise from a proposed takeover, indicating potential strategic shifts within the company [1]

Core Viewpoint - Broadwood Partners, L.P. intends to call a Special Meeting of STAAR Surgical Company shareholders to remove several directors, indicating potential governance issues within the company [1]. Group 1 - Broadwood Partners owns 27.5% of the outstanding common stock of STAAR Surgical Company [1]. - The notification to the Board of Directors was made yesterday, highlighting the urgency of the situation [1]. - Neal C. Bradsher, the Founder and President of Broadwood, confirmed the intention to call the Special Meeting [1].

Core Viewpoint - Yunqi Capital Limited, a 5.1% shareholder of STAAR Surgical Company, opposes the proposed sale of STAAR to Alcon Inc. on the terms announced on August 5, 2025 [1] Group 1 - Yunqi Capital has issued a letter to the Board of Directors of STAAR expressing its opposition to the sale [1] - The opposition is based on the terms of the sale proposed to Alcon Inc. [1]

[Form 8-K General Information](index=1&type=section&id=Form%208-K%20General%20Information) This section provides administrative and identifying information for the 8-K filing, including corporate details and stock exchange listing [Registrant and Filing Details](index=1&type=section&id=Registrant%20and%20Filing%20Details) This section provides the administrative and identifying information for STAAR Surgical Company's 8-K filing, including its corporate details, stock exchange listing, and confirmation of its non-emerging growth company status - The registrant is **STAAR Surgical Company**, incorporated in Delaware[1](index=1&type=chunk) Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Common | STAA | NASDAQ | - The registrant is not an emerging growth company[3](index=3&type=chunk) [Reported Events and Exhibits](index=2&type=section&id=Reported%20Events%20and%20Exhibits) This section details the significant events reported in the 8-K, including financial results and accompanying exhibits [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) STAAR Surgical Company announced its preliminary net sales results for the quarter ended September 26, 2025, through a press release, which is incorporated by reference as an exhibit to this report - **STAAR Surgical Company** published a press release on October 20, 2025, reporting preliminary net sales results[4](index=4&type=chunk) - The reported results are for the quarter ended **September 26, 2025**[4](index=4&type=chunk) - The press release is filed as **Exhibit 99.1** to this report[4](index=4&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the specific documents filed as exhibits to the 8-K report, including the press release detailing the preliminary financial results and the interactive data file Filed Exhibits | Exhibit Number | Exhibit Description | | :------------- | :---------------------------------------------------------- | | 99.1 | Press release of the Company dated October 20, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Report Signatures](index=3&type=section&id=Report%20Signatures) This section provides formal authentication of the 8-K report through authorized signatory details [Authorized Signatory Information](index=3&type=section&id=Authorized%20Signatory%20Information) The report is formally signed by an authorized representative of STAAR Surgical Company, confirming its submission in accordance with regulatory requirements - The report was signed on **October 20, 2025**[8](index=8&type=chunk) - **Stephen C. Farrell**, Chief Executive Officer, signed the report on behalf of STAAR Surgical Company[8](index=8&type=chunk)