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)

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 - 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 Insights - STAAR Surgical Company, a leader in phakic IOLs, announced preliminary net sales results for Q3 2025, ending September 26, 2025 [1] Company Performance - The announcement of preliminary net sales is made ahead of the quarterly earnings report to provide stockholders with additional insights into the company's performance [1]

Core Viewpoint - Kaskela Law LLC is investigating the fairness of the shareholder buyout offer made to STAAR Surgical Company, particularly focusing on whether the proposed price of $28.00 per share is adequate compared to the company's 52-week high of $38.60 per share, and concerns regarding conflicts of interest in the sales process [1]. Summary by Relevant Sections Shareholder Buyout Offer - STAAR Surgical Company has agreed to be acquired by Alcon at a price of $28.00 per share, which is significantly lower than its 52-week high of $38.60 per share [1]. - The investigation by Kaskela Law LLC aims to determine if the buyout proposal is fair and provides sufficient monetary consideration for STAAR's investors [1]. Conflicts of Interest - Initial findings from the investigation suggest that there are significant conflicts of interest associated with the transaction, raising concerns about the fairness of the sales process and the consideration offered to shareholders [1]. - STAAR's largest shareholder has expressed serious concerns regarding the fairness and integrity of the sales process, indicating that the acquisition may not be in the best interest of STAAR's shareholders [1].

Core Insights - Albert Anthony is a Croatian-American business author and media contributor with a focus on real estate investment trusts (REITs) [1] - He has a background in IT analysis for Fortune 500 companies and experience in financial services with Charles Schwab [1] - Anthony is launching a book on REITs in 2025 and operates his own equities research firm remotely [1] Background and Experience - The author has over 1,000 followers on Seeking Alpha and writes for various financial platforms [1] - He has participated in numerous business and innovation conferences in the EU and the US [1] - Anthony is pursuing a CMSA certification from the Corporate Finance Institute [1] Media and Digital Presence - He is active in digital media, including a YouTube channel focused on REITs [1] - The author has appeared in regional media channels in Croatia and has experience in casting agencies [1] - He does not engage with non-publicly traded companies or small-cap stocks [1]

Group 1 - Halper Sadeh LLC is investigating STAAR Surgical Company for potential violations related to its sale to Alcon at $28.00 per share in cash [1] - CyberArk Software Ltd. is being investigated for its sale to Palo Alto Networks for $45.00 in cash and 2.2005 shares of Palo Alto common stock for each CyberArk share [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Core Viewpoint - Kaskela Law LLC is investigating the fairness of the proposed buyout of STAAR Surgical Company by Alcon at a price of $28.00 per share, which is significantly lower than the company's recent trading prices and 52-week high [1][3]. Group 1: Buyout Details - On August 5, 2025, STAAR announced its agreement to be acquired by Alcon for $28.00 per share in cash [2]. - Many STAAR shareholders purchased their shares at prices above $30.00, indicating potential dissatisfaction with the buyout price [2]. Group 2: Investigation Focus - The investigation aims to determine if STAAR investors are receiving adequate monetary consideration for their shares [3]. - It will also assess whether the company's officers or directors breached their fiduciary duties or violated securities laws in agreeing to the buyout price [3]. Group 3: Shareholder Impact - The proposed buyout price of $28.00 per share is notably lower than STAAR's 52-week high of $38.60 per share, raising concerns among investors [3].

Core Insights - STAAR Surgical Company, a leader in phakic IOLs, announced the expiration of the 45-day "window shop" period related to its merger agreement with Alcon, with no competing acquisition proposals received [1] Company Summary - STAAR Surgical Company specializes in the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction [1] - The merger agreement with Alcon affiliates remains intact following the expiration of the "window shop" period [1] Industry Context - The expiration of the "window shop" period indicates a stable environment for STAAR Surgical's merger with Alcon, suggesting confidence in the deal's progression [1]