Group 1 - STAAR Surgical (STAA.US) shares surged over 15% in pre-market trading, reaching $27.15 [1] - Alcon has increased its acquisition offer for STAAR Surgical to approximately $1.6 billion in total equity value, up from a previous offer of $1.5 billion [1] - The revised agreement stipulates that Alcon will purchase all outstanding shares of STAAR Surgical at a cash price of $30.75 per share, higher than the previous offer of $28 per share [1] Group 2 - The new offer represents a 74% premium over STAAR's volume-weighted average price over the past 90 days and a 66% premium over the closing price on August 4, the day before the merger announcement [1]

Core Viewpoint - STAAR Surgical's stock surged over 15% to $27.15 following Alcon's increased acquisition offer, now valued at approximately $1.6 billion, up from a previous $1.5 billion [1] Group 1: Acquisition Details - Alcon has raised its cash offer to purchase all outstanding shares of STAAR Surgical to $30.75 per share, an increase from the previous offer of $28 per share [1] - The revised offer represents a 74% premium over STAAR's volume-weighted average price over the past 90 days and a 66% premium over the closing price on August 4, the day before the merger announcement [1]

Group 1 - Alcon has increased its acquisition bid for Staar Surgical to $30.75 per share in cash [1] - The total valuation of Staar Surgical is now at $1.6 billion [1]

Core Viewpoint - Broadwood Partners, L.P. and its affiliates, owning 30.2% of STAAR Surgical Company's outstanding common stock, oppose the proposed sale of the Company to Alcon Inc. on unchanged transaction terms following a flawed process [1] Group 1 - Broadwood Partners holds a significant stake of 30.2% in STAAR Surgical Company [1] - The proposed sale to Alcon Inc. is being contested by Broadwood due to concerns over the transaction terms [1] - The process leading to the proposed sale has been described as flawed by Broadwood [1]

Core Viewpoint - Broadwood Partners and its affiliates announced that Egan-Jones Ratings Company has reaffirmed its recommendation for shareholders to vote "AGAINST" the proposed acquisition of STAAR Surgical Company by Alcon Inc. [1] Group 1 - Egan-Jones Ratings Company is a leading proxy advisory firm [1] - The recommendation is to vote against the acquisition on the GREEN Proxy Card [1] - The announcement follows STAAR's completion of a 30-day go-shop period [1]

Company Overview - STAAR Surgical Company designs, develops, manufactures, and sells implantable lenses for the eye, addressing various visual disorders through innovative lens products and delivery systems [6][9] - The company operates globally from its base in Lake Forest, California, serving a diversified international customer base including ophthalmic surgeons, surgical centers, hospitals, and distributors [6][9] - As of the latest report, STAAR's market capitalization is $1.30 billion, with a revenue of $230.6 million and a net income of -$96.4 million over the trailing twelve months (TTM) [4] Recent Developments - Palo Alto Investors fully exited its position in STAAR Surgical during the third quarter, selling 791,879 shares for an estimated reduction in position value of $13.3 million, which previously represented 2.8% of the fund's assets under management [1][2] - The exit from STAAR Surgical by Palo Alto Investors signals rising uncertainty regarding the company's future, particularly in light of operational volatility and the complexities surrounding its pending acquisition by Alcon [10][11] - Despite STAAR's improving fundamentals, including a 6.9% year-over-year revenue growth and an expanded gross margin of 82.2%, net income decreased to $8.9 million due to higher taxes [10] Market Performance - As of the latest data, shares of STAAR Surgical are priced at $26.25, reflecting a 1% decline over the past year, significantly underperforming the S&P 500, which has increased by 13% during the same period [3]

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]

[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)

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]