8-K - LNSR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 16, 2026

LENSAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39473	32-0125724
(State of<br> <br>Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>Identification No.)
2800 Discovery Drive, Orlando, FL 32826
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(Address of principal executive offices) (Zip Code)

(888) 536-7271

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, $0.01 par value	LNSR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on March 23, 2025, LENSAR, Inc., a Delaware corporation (“LENSAR” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alcon Research, LLC, a Delaware limited liability company (“Alcon”), and VMI Option Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Alcon (“Merger Sub” and, together with the Company and Alcon, the “Parties”), pursuant to which, and on the terms and subject to the conditions therein, Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Alcon.

On March 16, 2026, the Parties entered into a Termination and Mutual Release Agreement (the “Termination Agreement”), pursuant to which the Parties agreed that the Merger Agreement was terminated, effective immediately. Pursuant to the Termination Agreement, Alcon agreed that LENSAR will retain the $10,000,000 deposited with LENSAR pursuant to the Merger Agreement. The Parties also agreed to release each other from claims, demands, damages, actions, causes of action and liability relating to or arising out of the Merger Agreement and the transactions contemplated therein or thereby.

The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 24, 2025, and the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On March 16, 2026, the Company issued a press release announcing the termination of the Merger Agreement and the entry into the Termination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

The information included under this Item 7.01 (including Exhibit 99.1) 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 (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions.

Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various important factors, including, but not limited to: (i) risks related to disruption of management time from ongoing business operations due to the terminated merger with Alcon (the “Terminated Merger”); (ii) the risk that any announcements relating to the Terminated Merger could have adverse effects on the market price of the Company’s common stock; (iii) the significant costs, expenses and fees for professional services and other transaction costs in connection with the Terminated Merger and the risk that the deposit from Alcon retained

by the Company is insufficient to cover such costs, expenses and fees; (iv) the risk of any litigation related to the Terminated Merger; (v) the risk that the Terminated Merger could have an adverse effect on the ability of the Company to retain and maintain relationships with customers, suppliers and other business partners and retain and hire key personnel and on its operating results and business generally; and (vi) the risks inherent in Company’s ability to grow its business; and (vii) the Company’s ability to obtain financing on favorable terms, or at all. In addition, a number of other important factors could cause the Company’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to the other important factors that are disclosed under the heading “Risk Factors” contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in its other filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, to be filed with the SEC, each accessible on the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at https://ir.lensar.com.

All forward-looking statements are expressly qualified in their entirety by such factors. Except as required by law, the Company undertakes no obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br> <br>Number	Description
10.1	Termination and Mutual Release Agreement, dated March 16, 2026, by and among Alcon Research LLC, VMI Option Merger Sub, Inc. and LENSAR, Inc.
99.1	Press Release of LENSAR, Inc., dated March 16, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 16, 2026	LENSAR, INC.
	By:	/s/ Nicholas T. Curtis
	Name:	Nicholas T. Curtis
	Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

EXECUTION VERSION

TERMINATION AND MUTUAL RELEASE AGREEMENT

This TERMINATION AND MUTUAL RELEASE AGREEMENT is entered into as of March 16, 2026 (the “Agreement”), by and among Alcon Research, LLC, a Delaware limited liability company (“Parent”), VMI Option Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and LENSAR, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).

WHEREAS, Parent, Merger Sub and the Company entered into that certain Agreement and Plan of Merger, dated as of March 23, 2025 (the “Merger Agreement”, and terms used herein and not otherwise defined herein are used as defined in the Merger Agreement);

WHEREAS, the Parties have mutually elected to terminate the Merger Agreement in accordance with Section 7.1(a) of the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants exchanged herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the Parties hereby agree as follows:

Termination of Merger Agreement. Effective immediately as of the execution of this Agreement, pursuant to Section 7.1(a) of the Merger Agreement, without further action of any Party hereto or thereto, the Merger Agreement is hereby terminated in its entirety, is null and void, and is of no further force and effect, and there shall be no liability or obligation on the part of any Party or Released Person (as defined below), except that the Confidentiality Agreement will survive the termination of the Merger Agreement and the execution and delivery of this Agreement by each of the Parties (the “Termination”). The Termination is irrevocable.
Deposit. Parent hereby confirms and agrees that, effective as of the execution of this Agreement, the Company is permitted to keep and become the owner of the Deposit, and, notwithstanding anything to contrary in the Merger Agreement, Parent hereby waives, on behalf of itself, its Affiliates, its successors and its assigns, any rights or claims pursuant to Section 5.20 of the Merger Agreement and waive rights, interest and title to the Deposit.
Representations and Warranties.

a. Representations and Warranties of the Company. The Company hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, is the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

b. Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by such Party and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement is the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

Mutual Release.

a. Company Release. Effective as of the execution of this Agreement, the Company, for itself and, to the maximum extent permitted by law, on behalf of its former, current or future officers, directors, agents, Representatives, managing directors, partners, managers, principals, members, parents, Subsidiaries, Affiliates, employees, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity, and any other person claiming (now or in the future) through or on behalf of any of said entities (“Company Releasing Parties”), to the fullest extent permitted by Law, hereby unequivocally, fully and irrevocably releases and discharges Parent and Merger Sub, their parents, Subsidiaries and Affiliates and their respective former, current or future officers, directors, managing directors, partners, managers, principals, members, parents, Subsidiaries, Affiliates, employees and attorneys and other advisors and agents (including, without limitation, financial and legal advisors), predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, “Parent Released Persons”), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of or based upon any of the Merger Agreement or the transactions contemplated therein, and including, without limitation, any acts, omissions, disclosure or communications related to any of the Merger Agreement or the transactions contemplated therein (the “Company Released Claims”); provided that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under this Agreement, the Confidentiality Agreement or any agreement among any of the Parties hereto entered into subsequent to the execution this Agreement, or the transactions contemplated hereby or thereby.

b. Parent and Merger Sub Releases. Effective as of the execution of this Agreement, each of Parent and Merger Sub, for themselves and, to the maximum extent permitted by law, on behalf of their former, current or future respective officers, directors, agents, Representatives, managing directors, partners, managers, principals, members, parents, Subsidiaries, Affiliates, employees, predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity, security holders of any said person or entity and any other person claiming (now or in the future) through or on behalf of any of said entities (“Parent Releasing Parties”), to the fullest extent permitted by Law, hereby unequivocally, fully and irrevocably releases and discharges the Company, its Subsidiaries and Affiliates and their respective former, current or future officers, directors, managing directors, partners, managers, principals, members, parents, Subsidiaries, Affiliates, employees and attorneys and other advisors and agents (including, without limitation, financial and legal advisors), predecessor entities, heirs, executors, administrators, successors and assigns of any said person or entity (collectively, the “Company Released Persons” and together with the Parent Released Persons, the “Released Persons”), from any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, suits, debts, covenants, agreements, promises, demands, damages and charges of whatever kind or nature, known or unknown, in law or in equity, asserted or that could have been asserted, under federal or state statute, or common law or the laws of any other relevant jurisdiction, arising from or out of or based upon any of the Merger Agreement or the transactions contemplated therein, and including, without limitation, any acts, omissions, disclosure or

communications related to any of the Merger Agreement or the transactions contemplated therein (the “Parent Released Claims” and, together with the Company Released Claims, the “Released Claims”); provided that, for the avoidance of doubt, nothing contained in this Agreement shall be deemed to release any party hereto from its obligations under this Agreement, the Confidentiality Agreement or any agreement among any of the Parties hereto entered into subsequent to the execution this Agreement, or the transactions contemplated hereby or thereby.

c. Scope of Release and Discharge. The Company, on behalf of the Company Releasing Parties, and each of Parent and Merger Sub, on behalf of the Parent Releasing Parties, acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to, and the Parties shall give a full, complete and final release that is as broad as permitted by Law and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the Parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the Parties might have affected the Parties’ negotiation of this Agreement. With respect to the Released Claims only, the Parties expressly waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits of §1542 of the California Civil Code, or any New York or other state’s counterpart thereto, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

The Parties acknowledge and agree that the inclusion of this Section 4(c) was separately bargained for and is a key element of this Agreement. Nothing in this Section 4 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of action, counts, obligations, sums of money due, attorneys’ fees, financial advisors’ fees, suits, debts, covenants, agreements, promises, demands, controversies, costs, expenses, damages and charges of whatever kind or nature arising under this Agreement.

Covenant Not to Sue. Effective as of the execution of this Agreement, each of the Parties covenants, on behalf of itself and the Company Releasing Parties, in the case of the Company, and the Parent Releasing Parties, in the case of Parent and Merger Sub, not to bring any Company Released Claim or Parent Released Claim, respectively, before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, a cross claim, or counterclaim. Any Released Person may plead this Agreement as a complete bar to any Released Claim brought in derogation of this covenant not to sue.
Accord and Satisfaction. Effective as of the execution of this Agreement, this Agreement and the releases reflected in this Agreement shall be effective as a full, final and irrevocable accord and satisfaction and release of all of the Released Claims.
Representation by Counsel; Mutual Drafting. The Parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the negotiation and drafting of this Agreement and hereby waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
Miscellaneous.

a. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes (except as expressly set forth in this Agreement) all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

b. Incorporation by Reference to Merger Agreement. Sections 8.4 (Notices), 8.5 (Interpretation; Definitions), 8.7 (Counterparts), 8.9 (Severability), 8.10 (Governing Law), 8.13 (Specific Performance), 8.16 (Jurisdiction) and 8.17 (Waiver of Jury Trial), of the Merger Agreement are incorporated in this Agreement by reference, mutatis mutandis to this Agreement as if set forth herein, and any references to “the Agreement” or “this Agreement” in such sections shall be deemed, for purposes of this Agreement, to constitute references to this Agreement.

c. Amendments; Assignment. Any amendment, modification or waiver of any provision of this Agreement, or any consent to departure from the terms of this Agreement, shall not be binding unless in writing and signed by the party or parties against whom such amendment, modification, waiver or consent is sought to be enforced. No Party may assign this Agreement without the prior written consent of the counterparties hereto, and any assignment in violation of this provision shall be void.

d. Further Assurances. Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and Affiliates to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings before any Governmental Entity or under any Competition Laws, in each case to the extent applicable, in connection with the transactions contemplated by the Merger Agreement.

e. Third-Party Beneficiaries. Except for the provisions of Section 4 and Section 5, with respect to which each Released Person is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.

[signature page follows]

IN WITNESS WHEREOF, Parent, Merger Sub, and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

ALCON RESEARCH, LLC
By:	/s/ Laurent Attias
Name: Laurent Attias
Title: SVP, Head of Corporate Strategy, BD&L and M&A
VMI OPTION MERGER SUB, INC.
By:	/s/ Laurent Attias
Name: Laurent Attias
Title: SVP, Head of Corporate Strategy, BD&L and M&A

[Signature page to Termination and Mutual Release Agreement]

LENSAR, INC.
By:	/s/ Nicholas T. Curtis
Name: Nicholas T. Curtis
Title: Chief Executive Officer

[Signature page to Termination and Mutual Release Agreement]

EX-99.1

Exhibit 99.1

LOGO

LENSAR® Announces Termination of Merger Agreement with Alcon Research, LLC

Company to Report Fourth Quarter Financial Results and Provide Strategic Update on March 31, 2026

ORLANDO, Fla., March 16, 2026 (GLOBE NEWSWIRE) — LENSAR, Inc. (Nasdaq: LNSR) (“LENSAR” or the “Company”), a global medical technology company focused on advanced robotic laser solutions for the treatment of cataracts, announced that it reached an agreement with Alcon Research, LLC (“Alcon”) to terminate the merger agreement between the parties.

We understand that the Federal Trade Commission intends to seek to enjoin the acquisition contemplated by the merger agreement. The Company and Alcon mutually agreed that terminating the merger agreement at this time is in the best interest of both companies, as the required closing condition of receiving necessary U.S. regulatory approvals is unlikely to be met by the merger agreement’s outside date of April 23, 2026 or the potential extended outside date of July 23, 2026. The Company will retain the $10.0 million deposit contemplated by the merger agreement.

“While we are disappointed with this outcome and the FTC’s intention to challenge the proposed transaction, we remain committed to advancing the field of cataract surgery through the continued market growth of our ALLY Robotic Cataract Laser System^™^. Since its commercial introduction in 2022, we believe it has become clearer every day that ALLY is the future of refractive cataract surgery. With ALLY, we were able to significantly extend our technology leadership position, established on the strength of our previous-generation LLS platform. We have expanded our footprint and LENSAR’s influence in the space, which supported market share gains and significant procedure growth. Our team is committed to realizing the full potential of our innovation and capturing the significant untapped opportunity that exists in the market we serve,” said Nick Curtis, President and CEO of LENSAR. “We are focused on continuing to drive the expansion of ALLY’s global installed base and procedure volumes, and creating long-term value for patients, our surgeon partners and shareholders. We will share more detail on our strategy when we release our financial results on March 31, 2026.”

AdditionalInformation:

LENSAR plans to report fourth quarter and full-year 2025 financial results and additional details on its go-forward strategy on Tuesday, March 31, 2026, with a press release to be issued prior to the open of trading. The Company will host a conference call on March 31 at 8:30 a.m. Eastern Time. Details on how to access the conference call will be provided in an upcoming announcement.

About LENSAR

LENSAR is a commercial-stage medical device company focused on designing, developing, and marketing advanced systems for the treatment of cataracts and the management of astigmatism as an integral aspect of the procedure. LENSAR has developed its ALLY Robotic Cataract Laser System^™^ as a compact, highly ergonomic system utilizing an extremely fast dual-modality laser and integrating AI into proprietary imaging and software. ALLY is designed to transform premium cataract surgery by utilizing LENSAR’s advanced robotic technologies with the ability to perform the entire procedure in a sterile operating room or in-office surgical suite, delivering operational efficiencies and reduced overhead. ALLY includes LENSAR’s proprietary

Streamline^®^ software technology, designed to guide surgeons to achieve better outcomes.

Forward-looking Statements

the risk that the deposit from Alcon retained by the Company is insufficient to cover such costs, expenses and fees; (iv) the risk of any litigation related to the Terminated Merger; (v) the risk that the Terminated Merger could have an adverse effect on the ability of the Company to retain and maintain relationships with customers, suppliers and other business partners and retain and hire key personnel and on its operating results and business generally; (vi) the risks inherent in Company’s ability to grow its business; and (vii) the Company’s ability to obtain financing on favorable terms, or at all. In addition, a number of other important factors could cause the Company’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to the other important factors that are disclosed under the heading “Risk Factors” contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in its other filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, to be filed with the SEC, each accessible on the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at https://ir.lensar.com.

Contacts:	Lee Roth
Thomas R. Staab, II, CFO	Burns McClellan for LENSAR
ir.contact@lensar.com	lroth@burnsmc.com

LOGO

Source: LENSAR, Inc.