STAA 8-K
Staar Surgical Co (STAA)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2026, STAAR Surgical Company (the “Company” or “STAAR”) announced that the Company’s Board of Directors (the “Board”) appointed Warren Foust as President and Chief Executive Officer (“CEO”) and new member of the Board, effective August 4, 2026 (the “Effective Date”). Mr. Foust, age 50, joined STAAR in April 2023 as Chief Operating Officer (“COO”) and has served as Interim Co-CEO, President & COO since February 2026, and as President and COO since March 2025. Prior to joining STAAR, Mr. Foust served as Worldwide President, Johnson & Johnson Vision, Surgical, since December 2019.
Mr. Foust has no family relationship with the Company nor with any of its directors or executive officers, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Foust and any other person pursuant to which Mr. Foust was appointed as an officer or director of the Company.
In connection with his appointment as CEO, Mr. Foust executed an offer letter (the “Foust Agreement”) pursuant to which Mr. Foust will receive the following compensation: (i) base salary at an annual rate of $730,000 as of the Effective Date, and (ii) eligibility to participate in the Company’s annual cash bonus program with a target bonus for fiscal 2026 of (x) 70% of the amount of his base salary earned from the first day of the fiscal year 2026 through January 31, 2026; and (y) 100% of his base salary earned during the period beginning February 1, 2026. Mr. Foust will continue to participate in all other elements of the Company’s executive compensation and benefits plans. The Foust Agreement also provides for customary restrictive and confidentiality covenants.
The equity component of Mr. Foust’s CEO compensation consists of: (a) time-based stock options (20%), (b) time-based restricted stock units (“RSUs”) (20%), and (c) performance-based stock options that have a time-vesting component (3 years), with a life of ten years, and are split into three stock price attainment hurdles - $50, $75, and $100 per share (each 20%), as detailed more fully in the Performance Stock Option Grant Notices attached hereto as Exhibits 10.2-10.3 and incorporated herein by reference. Vesting requires attainment of both the time and stock price targets referenced. Approximately one-third of the equity compensation is for 2026, and the remaining approximately two-thirds represent a pull forward of Mr. Foust’s 2027 equity grant. Pursuant to the Foust Agreement and certain 2026 award agreements entered into in connection with his appointment, Mr. Foust is entitled to receive the following grants, subject to his continued employment with the Company:
Additional details regarding the terms of the performance-based options, are set forth in Exhibits 10.1-10.3, which are attached hereto and incorporated herein by reference.
In connection with his appointment, Mr. Foust also executed an Amended and Restated Severance Agreement, pursuant to which he is entitled to receive 18 months of base pay and employee benefits in the event of a “qualifying termination,” and an Amended and Restated Change in Control Agreement, according to which he is entitled to receive 18 months base pay, employee benefits, and earned bonus and target bonus amounts in the event of a “qualifying termination,” as such term is defined in the respective agreements.
Deborah Andrews, who has served since February 2026 as Interim Co-CEO alongside Mr. Foust, will cease serving as Interim Co-CEO and continue to serve as Chief Financial Officer and has
additionally been appointed Executive Vice President (“EVP”) as of the Effective Date. Pursuant to certain award agreements entered into in connection with her transition, Ms. Andrews is entitled to receive, subject to her continued employment with the Company: (i) an option grant to purchase up to 8,952 shares that vests over three years, with one-third of the shares underlying the option vesting on the 12 month anniversary of August 14, 2026 and the remaining two-thirds vesting in 24 equal monthly installments thereafter; (ii) an option grant to purchase up to 29,159 shares that vests based upon the achievement of the aforementioned share price hurdles; and (iii) an award of RSUs for 4,975 shares, with one-third of the RSUs vesting on the 12 month anniversary of January 4, 2027, and the remaining two-thirds vesting in 24 equal monthly installments thereafter. Additional details regarding the terms of the performance-based options are set forth in Exhibits 10.4, which is attached hereto and incorporated herein by reference.
All of Mr. Foust’s and Ms. Andrews’ equity awards are granted pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended, and each are subject to the terms and conditions of the applicable grant notice and award agreement with respect thereto. The summaries herein are qualified in their entirety by reference to Mr. Foust’s and Ms. Andrews’s respective agreements and notices, copies of which are filed as Exhibits 10.1-10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 4, 2026, the Company issued a press release (the “Press Release”) announcing that the Company’s Board appointed Mr. Foust as President and CEO and a new member of the Board and that Ms. Andrews, who has served since February 2026 as the Interim Co-CEO alongside Mr. Foust, will continue to serve as the Chief Financial Officer and was promoted to EVP as of August 4, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the 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. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
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10.1 |
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President and CEO Offer Letter, effective August 4, 2026, by and between the Company and Warren Foust. |
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10.2 |
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Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Warren Foust. |
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10.3 |
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Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Warren Foust. |
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10.4 |
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Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Deborah Andrews. |
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99.1 |
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Press Release August 4, 2026 |
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104 |
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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.
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STAAR Surgical Company |
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Date: |
August 6, 2026 |
By: |
/s/ Deborah Andrews, EVP and Chief Financial Officer |
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Exhibit 10.1
August 4, 2026
Re: President and CEO Offer Letter Agreement
Dear Warren:
STAAR Surgical Company (the “Company”) is pleased to offer you the position of President and Chief
Executive Officer (“CEO”) pursuant to the terms and conditions of this offer letter agreement (“Agreement”), reporting to the Board of Directors of the Company (the “Board”) and effective as of August 4, 2026 (the “Start Date”). The terms of this Agreement are intended to supersede and replace the terms and conditions of your offer letter with the Company, dated March 24, 2023 (the “Original Offer Letter”) and your offer letter with the Company, dated February 1, 2026 (the “Interim CEO Offer Letter” and, together with the Original Offer Letter, the “Prior Offer Letters”), in their entirety. The terms of this Agreement are in addition to that certain Amended and Restated Severance Agreement by and between you and the Company, dated August 4, 2026 (as may be amended and/or amended and restated from time to time, the “Severance Agreement”), that certain Amended and Restated Change in Control Agreement by and between you and the Company dated August 4, 2026 (as may be amended and/or amended and restated from time to time, the “CIC Agreement”), and any outstanding Awards (as defined in the Company Amended and Restated Omnibus Equity Incentive Plan, as amended from time to time (the “Plan”)) that have been granted to you under the Plan, in each case, which shall remain in full force and effect and continue to govern your employment except as set forth herein. Unless otherwise defined herein, capitalized terms shall have the same meanings assigned to such terms in the Severance Agreement.
As CEO, you shall devote your full working and business time, attention, skill and efforts to the business and affairs of the Company and shall use best efforts to promote the success of the Company’s business. You shall not engage in any other business, profession or occupation for compensation or otherwise without the prior written consent of the Board, which may be withheld, conditioned or delayed in the Board’s sole discretion. Notwithstanding the foregoing, the Company acknowledges and agrees that you may (i) manage your personal investments and affairs, (ii) participate in non-profit, educational, community or philanthropic activities, and (iii) be involved with various trade groups or associations related to the Company’s business and participate in the activities of those groups or associations, in each case, to the extent that such activities, individually or in the aggregate, do not interfere or conflict with the performance of your duties and responsibilities under this Agreement, are not in conflict with and do not interfere with the business interests of the Company, do not violate your obligations under the Severance Agreement or CIC Agreement, and do not otherwise compete with the Company.
Effective as of the Start Date, your base salary will be $28,076.92 per bi-weekly pay period ($730,000 annually), paid in accordance with the Company’s normal payroll practice (as in effect from time to time), in addition to all the benefits offered through our current policies.
Subject to approval by the Board and your commencement as CEO, the Company shall grant you the following equity awards under the Plan, representing a one-time CEO grant and your Award grant for the 2027 calendar year:
CEO Grant: An Award consisting of (i) 22,493 time-vesting Restricted Stock Units that vest over three (3) years from the grant date, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter (the “CEO RSU Award”), (ii) 40,471 time-vesting Options that vest on the same schedule as the CEO RSU Award (the “CEO Time-Vesting Option”), and (iii) 131,830 performance-vesting Options that performance vest over a performance period ending on the earlier of a change in control and the ten (10) year anniversary of the grant date, subject to achievement of stock-price hurdles of $50, $75 and $100 per share, and time vest as to one-third on the first anniversary of the grant date with the remaining
Exhibit 10.1
two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter, as further described in the applicable award agreement (the “CEO Performance-Vesting Option”, and together with the CEO RSU Award and the CEO Time-Vesting Option, the “CEO Award”); and
2027 Grant: An Award consisting of (i) 44,986 time-vesting Restricted Stock Units that vest over forty-two (42) months from the grant date, with one-third vesting on the eighteen (18) month anniversary of the grant date and the remaining two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter (the “2027 RSU Award”), (ii) 80,942 time-vesting Options that vest on the same schedule as the 2027 RSU Award (the “2027 Time-Vesting Option”), and (iii) 263,664 performance-vesting Options that performance vest over a performance period ending on the earlier of a change in control and the ten (10) year anniversary of the grant date, subject to achievement of stock-price hurdles of $50, $75 and $100 per share, and time vest as to one-third on the eighteen (18) month anniversary of the grant date with the remaining two-thirds vesting in twenty-four (24) substantially equal monthly installments thereafter, as further described in the applicable award agreement (the “2027 Performance-Vesting Option”, and together with the 2027 RSU Award and the 2027 Time-Vesting Option, the “2027 Award” and, together with the CEO Award, the “Equity Awards”).
Timing of Grants: The 2027 Time-Vesting Option and 2027 Performance-Vesting Option will be granted in two portions. The first portion, consisting of 37,962 of the 2027 Time-Vesting Option and 123,659 of the 2027 Performance-Vesting Option (the “First Portion of 2027 Options”), will be granted on the First Grant Date (as defined below). The second portion, consisting of 42,980 of the 2027 Time-Vesting Option and 140,005 of the 2027 Performance-Vesting Option (the “Second Portion of 2027 Options”), will be granted on the Second Grant Date (as defined below). Notwithstanding the grant date of the Second Portion of 2027 Options, the time-vesting schedule and vesting commencement date of the Second Portion of 2027 Options will be measured from the First Grant Date. The grant date of the CEO Time-Vesting Option, CEO Performance-Vesting Option and the First Portion of 2027 Options will be the later of (i) the Start Date (or, if the Start Date is not a trading day, the next trading day) and (ii) the first trading day on which the Company’s insider trading window is open following the public release of the Company’s results for the second fiscal quarter of 2026; provided that each such grant shall be effective as of the close of trading on the applicable date (the “First Grant Date”). The grant date of the CEO RSU Award, 2027 RSU Award and Second Portion of 2027 Options will be January 4, 2027 (or, if not a trading day, the next trading day); provided that each such grant shall be effective as of the close of trading on the applicable date (the “Second Grant Date”).
The grant and vesting of the Equity Awards will be subject, in each case, to your continued employment with the Company through the applicable grant and vesting dates, except as otherwise provided in the applicable award agreement(s), the Severance Agreement or the CIC Agreement, as applicable. The applicable exercise price per share of the CEO Time-Vesting Option, the 2027 Time-Vesting Option, the CEO Performance-Vesting Option and the 2027 Performance-Vesting Option, in each case, will be determined as of the date of grant of the Equity Awards and will be 100% of the fair market value of the Company’s common stock on such date and will be subject to a ten-year term. Notwithstanding anything herein to the contrary, the Equity Awards shall be subject to the terms and conditions of the applicable award agreement(s), provided by the Company, and the Plan.
You will continue to be eligible to participate in the Company’s annual bonus plan for senior executives pursuant to our Corporate Annual Incentive Bonus Program (as may be amended from time to time, or any successor plan or program), subject to the terms and conditions of such program. For fiscal year 2026, your target annual bonus opportunity will be an amount equal to the sum of (i) 100% of the amount of base salary earned by you during the period beginning February 1, 2026 through and including the last day of fiscal year 2026 and (ii) 70% of the amount of base salary earned by you during the period beginning on the first day of fiscal year 2026 through and including January 31, 2026, subject to the successful achievement of corporate and personal goals and
Exhibit 10.1
objectives as determined by the Board (or committee thereof) (the “2026 Annual Bonus”). Beginning in fiscal year 2027, you will have a target bonus equal to 100% of your annual base salary, which will be payable on an annual basis and subject to the successful achievement of corporate and personal goals and objectives as determined by the Board (or committee thereof).
In addition, promptly following the Start Date, the Board shall take all action necessary to increase the size of the Board by one (1) directorship and to appoint you to fill the vacancy so created, such that you shall serve as a member of the Board without additional compensation. Thereafter, so long as you continue to serve as CEO, the Company shall use its commercially reasonable efforts to cause you to continue to serve as a member of the Board without additional compensation; provided, however, that the Company shall not be required to take any action that the Board determines in good faith, after consultation with counsel, would be inconsistent with its fiduciary duties or with applicable law, regulation, or securities exchange listing requirement. Upon the termination of your employment for any reason, you shall be deemed to have automatically resigned, effective as of the date of such termination, from the Board (and from the board of directors or equivalent governing body of any affiliate of the Company on which you then serve). In connection with the foregoing sentence, you agree and acknowledge that you will execute any documents reasonably necessary to effectuate such resignation(s).
By entering into this Agreement, you acknowledge and agree that, (i) except as otherwise set forth herein, this Agreement supersedes the terms of your Prior Offer Letters in their entirety, which shall be of no further force and effect upon the effectiveness of this Agreement, and (ii) your removal as Interim Co-CEO (as defined in the Interim CEO Offer Letter) and appointment as CEO pursuant to this Agreement shall not constitute “Good Reason” under the Severance Agreement or CIC Agreement. For the avoidance of doubt, during the term of your employment as CEO you shall remain eligible for merit increases, benefits and awards under all programs in which you participate pursuant to this Agreement and shall be eligible to participate in benefit plans generally available to senior executives of the Company, in each case, subject to the eligibility of such programs and as may be amended, modified and/or terminated from time to time by the Company.
Notwithstanding the foregoing, your employment with the Company is “at will”, which can be terminated at any time by the Board. This Agreement shall be governed by the governing law and dispute resolution provisions set forth in Sections 7 and 13, respectively, of the Severance Agreement, which are hereby incorporated by reference in addition to Section 3 (Successors and Binding Agreement), Section 4 (No Retention Rights), Section 5 (Notices), Section 6 (Validity), Section 9 (Counterparts), Section 10 (Section 409A), and Section 11 (Withholding) of the Severance Agreement.
By signing this Agreement, both parties agree to be bound by the terms and conditions of this Agreement.
Sincerely,
Signature:
/s/ Neal C. Bradsher
Neal C. Bradsher, Chair of the Board, STAAR Surgical Company
Accepted:
/s/ Warren Foust
Warren Foust
Exhibit 10.2
STAAR SURGICAL COMPANY
AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN
STOCK OPTION GRANT NOTICE
STAAR Surgical Company, a Delaware corporation, (the “Company”), pursuant to its Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, an option to purchase the number of shares of the Company’s Common Stock (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein, as well as in the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement. A Prospectus regarding the Stock is available at https://staarus.sharepoint.com/sites/STAARNET.
For purposes of this Grant Notice and the Agreement, each of the terms “Cause,” “Disability” and “Good Reason” shall have the meaning ascribed to such term in that certain Amended and Restated Severance Agreement by and between the Company and the Participant, dated as of August 4, 2026, as may be amended from time to time.
Participant: |
Warren Foust |
Grant Date: |
August 14, 2026 |
Vesting Commencement Date: |
[August 14, 2026] |
Exercise Price per Share: |
24.12 |
Total Number of Shares Subject to the Option: |
131,830 |
Expiration Date: |
August 14, 2036 |
Performance Metric: |
Except in the event of a Change in Control (in which case the Stock Price Hurdles (as defined below) shall be measured as set forth below under “Performance Vesting”), the performance metric for this Award is the average of the daily volume weighted average price per share of Stock over sixty (60) consecutive trading days during (and which must fall within) the Performance Period (as defined below) (the “60 Day VWAP”). |
Performance Period: |
The performance period for this Award is the period beginning on the Grant Date and ending on the earlier to occur of a Change in Control and the ten (10) year anniversary of the Grant Date. |
Vesting Tranches: |
The Option is divided into three vesting tranches (each, a “Vesting Tranche”), each of which corresponds to one of the Stock Price Hurdles (as defined below) and the number of Shares subject to the Option set forth below in the table under “Performance Vesting”. |
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Time Vesting: A portion of the Option shall become time-vested (and shall constitute a “Time-Vested Option”) as to one-third (1/3) of each Vesting Tranche on the twelve (12) month anniversary of the Grant Date, and as to the remaining two-thirds (2/3) of each Vesting Tranche in twenty-four (24) substantially equal monthly installments on each successive monthly anniversary of the Grant Date thereafter, beginning on the thirteen (13) month anniversary of the Grant Date and ending on the thirty-six (36) month anniversary of the Grant Date, on which date 100% of the Option shall be a Time-Vested Option (each such date, a “Time-Vesting Date”), as set forth in the following table.
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Time-Vesting Date |
Portion of Each Vesting Tranche Eligible to Vest on Such Date |
Portion of Total Option Eligible to Vest on Such Date |
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12-Month Anniversary of the Grant Date |
One-third (1/3) |
One-third (1/3) |
Vesting |
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Each monthly anniversary of the Grant Date following the 12-Month Anniversary, from the 13-Month Anniversary through the 36-Month Anniversary (24 installments) |
One-thirty-sixth (1/36) per installment |
One-thirty-sixth (1/36) per installment |
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Performance Vesting: Each Vesting Tranche is subject to the achievement of the stock price hurdles set forth below (the “Stock Price Hurdles”), measured based on the 60 Day VWAP of a share of Stock, each of which aligns to a Vesting Tranche, as set forth in the following table.
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Vesting Tranche |
Number of Shares Subject to the Option |
Stock Price Hurdle |
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1 |
41,242 |
$50.00 |
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2 |
43,761 |
$75.00 |
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3 |
46,827 |
$100.00 |
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A Stock Price Hurdle shall be achieved on the first day during the Performance Period on which the 60 Day VWAP equals or exceeds such Stock Price Hurdle, and upon such achievement the corresponding Vesting Tranche shall become performance vested (and shall constitute a “Performance-Vested Option”). Notwithstanding anything to the contrary in this Grant Notice or the Agreement, the occurrence of a Change in Control shall end the Performance Period, and whether each Stock Price Hurdle has been achieved shall be measured for the final time as of, and taking into account, the consummation of such Change in Control. For purposes of such final measurement, in lieu of the 60 Day VWAP, the price per share of Stock shall be deemed to equal the value of the total consideration paid or payable in respect of a single share of Stock in connection with the Change in Control (the “Change in Control Price”), as determined by the Administrator in good faith. Any Stock Price Hurdle for which the Change in Control Price equals or exceeds the applicable threshold shall be deemed achieved as of immediately prior to the consummation of the Change in Control, and the corresponding Vesting Tranche shall become a Performance-Vested Option, regardless of whether the trading-based measurement period for such Stock Price Hurdle had otherwise commenced or been completed. Any Vesting Tranche for which the applicable Stock Price Hurdle has not been achieved (whether prior to or as a result of a Change in Control) on or prior to the last day of the Performance Period will be forfeited by the Participant without payment of any consideration therefor as of the last day of the Performance Period, regardless of the extent to which the time-vesting requirements set forth above have otherwise been satisfied with respect to such Vesting Tranche. Vested Option: A portion of the Option shall become vested and exercisable, and shall constitute a “Vested Option”, only if and when (if at all) it is both a Time-Vested Option and a Performance-Vested Option. Any portion of the Option that is only a Time-Vested Option or a Performance-Vested Option shall remain unvested and unexercisable unless and until (if at all) it becomes a Vested Option. |
Termination: |
If the Participant experiences a Termination of Service for Cause, all of the Option, whether or not vested, will thereupon be automatically forfeited by the Participant without payment of any consideration therefor. If the Participant experiences a Termination of Service other than for Cause (including due to death or Disability), except as set forth below, any portion of the Option that has not become a Vested Option will thereupon be automatically forfeited by the Participant without payment of any consideration therefor. Notwithstanding the foregoing, if the Participant experiences a Termination of Service without Cause (other than due to the Participant’s death or Disability) or by the Participant for Good Reason, in either case: • Prior to a Change in Control, then any portion of the Option that is a Time-Vested Option as of the date of such Termination of Service shall remain outstanding and eligible to become a Performance-Vested Option until the earlier to occur of (i) a Change in Control and (ii) the date that is ninety (90) |
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days following the date of such Termination of Service (such period, the “Tail Period”). Any portion of the Option that is a Time-Vested Option but has not become a Performance-Vested Option as of the end of the Tail Period shall be automatically forfeited by the Participant without payment of any consideration therefor. • On or within twelve (12) months following a Change in Control (a “Qualifying CIC Termination”), then, to the extent the Option is assumed, continued, or substituted in connection with such Change in Control, the Option shall become fully time-vested (and shall constitute a Vested Option) as of the date of such Qualifying CIC Termination.
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Type of Option: |
PSO |
By Participant’s acceptance of this grant, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement, and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator regarding any questions relating to the Plan, this Grant Notice or the Agreement.
EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STAAR SURGICAL COMPANY STOCK OPTION AGREEMENT
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, STAAR Surgical Company, a Delaware corporation (the “Company”), has granted to Participant an Option under the Company’s Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), to purchase the number of shares of Stock indicated in the Grant Notice.
ARTICLE 1.
GENERAL
ARTICLE 2.
GRANT OF OPTION
A-1
ARTICLE 3.
PERIOD OF EXERCISABILITY
A-2
ARTICLE 4.
EXERCISE OF OPTION
A-3
Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
A-4
ARTICLE 5.
OTHER PROVISIONS
A-5
A-6
A-7
A-8
* * * * *
A-9
Exhibit 10.3
STAAR SURGICAL COMPANY
AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN
STOCK OPTION GRANT NOTICE
STAAR Surgical Company, a Delaware corporation, (the “Company”), pursuant to its Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, an option to purchase the number of shares of the Company’s Common Stock (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein, as well as in the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement. A Prospectus regarding the Stock is available at https://staarus.sharepoint.com/sites/STAARNET.
For purposes of this Grant Notice and the Agreement, each of the terms “Cause,” “Disability” and “Good Reason” shall have the meaning ascribed to such term in that certain Amended and Restated Severance Agreement by and between the Company and the Participant, dated as of [DATE], 2026, as may be amended from time to time.
Participant: |
Warren Foust |
Grant Date: |
August 14, 2026 |
Vesting Commencement Date: |
[August 14, 2026] |
Exercise Price per Share: |
24.12 |
Total Number of Shares Subject to the Option: |
123,659 |
Expiration Date: |
August 14, 2036 |
Performance Metric: |
Except in the event of a Change in Control (in which case the Stock Price Hurdles (as defined below) shall be measured as set forth below under “Performance Vesting”), the performance metric for this Award is the average of the daily volume weighted average price per share of Stock over sixty (60) consecutive trading days during (and which must fall within) the Performance Period (as defined below) (the “60 Day VWAP”).
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Performance Period: |
The performance period for this Award is the period beginning on the Grant Date and ending on the earlier to occur of a Change in Control and the ten (10) year anniversary of the Grant Date. |
Vesting Tranches: |
The Option is divided into three vesting tranches (each, a “Vesting Tranche”), each of which corresponds to one of the Stock Price Hurdles (as defined below) and the number of Shares subject to the Option set forth below in the table under “Performance Vesting”. |
Vesting |
Time Vesting: A portion of the Option shall become time-vested (and shall constitute a “Time-Vested Option”) as to one-third (1/3) of each Vesting Tranche on the eighteen (18) month anniversary of the Grant Date, and as to the remaining two-thirds (2/3) of each Vesting Tranche in twenty-four (24) substantially equal monthly installments on each successive monthly anniversary of the Grant Date thereafter, beginning on the nineteenth (19) month anniversary of the Grant Date and ending on the forty-two (42) month anniversary of the Grant Date, on which date 100% of the Option shall be a Time-Vested Option (each such date, a “Time-Vesting Date”), as set forth in the following table. |
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Time-Vesting Date |
Portion of Each Vesting Tranche Eligible to Vest on Such Date |
Portion of Total Option Eligible to Vest on Such Date |
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||
|
18-Month Anniversary of the Grant Date |
One-third (1/3) |
One-third (1/3) |
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|
Each monthly anniversary of the Grant Date following the 18- Month Anniversary, from the 19-Month Anniversary through the 42-Month Anniversary (24 installments) |
One-thirty-sixth (1/36) per installment |
One-thirty-sixth (1/36) per installment |
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Performance Vesting: Each Vesting Tranche is subject to the achievement of the stock price hurdles set forth below (the “Stock Price Hurdles”), measured based on the 60 Day VWAP of a share of Stock, each of which aligns to a Vesting Tranche, as set forth in the following table. |
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Vesting Tranche |
Number of Shares Subject to the Option |
Stock Price Hurdle |
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1 |
38,686 |
$50.00 |
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|
2 |
41,048 |
$75.00 |
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3 |
43,925 |
$100.00 |
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A Stock Price Hurdle shall be achieved on the first day during the Performance Period on which the 60 Day VWAP equals or exceeds such Stock Price Hurdle, and upon such achievement the corresponding Vesting Tranche shall become performance vested (and shall constitute a “Performance-Vested Option”). |
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Notwithstanding anything to the contrary in this Grant Notice or the Agreement, the occurrence of a Change in Control shall end the Performance Period, and whether each Stock Price Hurdle has been achieved shall be measured for the final time as of, and taking into account, the consummation of such Change in Control. For purposes of such final measurement, in lieu of the 60 Day VWAP, the price per share of Stock shall be deemed to equal the value of the total consideration paid or payable in respect of a single share of Stock in connection with the Change in Control (the “Change in Control Price”), as determined by the Administrator in good faith. Any Stock Price Hurdle for which the Change in Control Price equals or exceeds the applicable threshold shall be deemed achieved as of immediately prior to the consummation of the Change in Control, and the corresponding Vesting Tranche shall become a Performance-Vested Option, regardless of whether the trading-based measurement period for such Stock Price Hurdle had otherwise commenced or been completed.
Any Vesting Tranche for which the applicable Stock Price Hurdle has not been achieved (whether prior to or as a result of a Change in Control) on or prior to the last day of the Performance Period will be forfeited by the Participant without payment of any consideration therefor as of the last day of the Performance Period, regardless of the extent to which the time-vesting requirements set forth above have otherwise been satisfied with respect to such Vesting Tranche.
Vested Option: A portion of the Option shall become vested and exercisable, and shall constitute a “Vested Option”, only if and when (if at all) it is both a Time-Vested Option and a Performance-Vested Option. Any portion of the Option that is only a Time-Vested Option or a Performance-Vested Option shall remain unvested and unexercisable unless and until (if at all) it becomes a Vested Option.
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Termination: |
If the Participant experiences a Termination of Service for Cause, all of the Option, whether or not vested, will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.
If the Participant experiences a Termination of Service other than for Cause (including due to death or Disability), except as set forth below, any portion of the Option that has not become a Vested Option will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.
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Notwithstanding the foregoing, if the Participant experiences a Termination of Service without Cause (other than due to the Participant’s death or Disability) or by the Participant for Good Reason, in either case: • Prior to a Change in Control, then any portion of the Option that is a Time-Vested Option as of the date of such Termination of Service shall remain outstanding and eligible to become a Performance-Vested Option until the earlier to occur of (i) a Change in Control and (ii) the date that is ninety (90) days following the date of such Termination of Service (such period, the “Tail Period”). Any portion of the Option that is a Time-Vested Option but has not become a Performance-Vested Option as of the end of the Tail Period shall be automatically forfeited by the Participant without payment of any consideration therefor. • On or within twelve (12) months following a Change in Control (a “Qualifying CIC Termination”), then, to the extent the Option is assumed, continued, or substituted in connection with such Change in Control, the Option shall become fully time-vested (and shall constitute a Vested Option) as of the date of such Qualifying CIC Termination.
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Type of Option: |
PSO |
By Participant’s acceptance of this grant, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement, and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator regarding any questions relating to the Plan, this Grant Notice or the Agreement.
EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STAAR SURGICAL COMPANY STOCK OPTION AGREEMENT
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, STAAR Surgical Company, a Delaware corporation (the “Company”), has granted to Participant an Option under the Company’s Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), to purchase the number of shares of Stock indicated in the Grant Notice.
ARTICLE 1.
GENERAL
ARTICLE 2.
GRANT OF OPTION
A-1
ARTICLE 3.
PERIOD OF EXERCISABILITY
A-2
ARTICLE 4.
EXERCISE OF OPTION
A-3
Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
A-4
ARTICLE 5.
OTHER PROVISIONS
A-5
A-6
A-7
A-8
* * * * *
A-9
Exhibit 10.4
STAAR SURGICAL COMPANY
AMENDED AND RESTATED OMNIBUS EQUITY INCENTIVE PLAN
STOCK OPTION GRANT NOTICE
STAAR Surgical Company, a Delaware corporation, (the “Company”), pursuant to its Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, an option to purchase the number of shares of the Company’s Common Stock (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein, as well as in the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement. A Prospectus regarding the Stock is available at https://staarus.sharepoint.com/sites/STAARNET.
For purposes of this Grant Notice and the Agreement, each of the terms “Cause,” “Disability” and “Good Reason” shall have the meaning ascribed to such term in that certain Amended and Restated Severance Agreement by and between the Company and the Participant, dated as of August 4, 2026, as may be amended from time to time.
Participant: |
Deborah Andrews |
Grant Date: |
August 14, 2026 |
Vesting Commencement Date: |
[August 14, 2026] |
Exercise Price per Share: |
24.12 |
Total Number of Shares Subject to the Option: |
29,159 |
Expiration Date: |
August 14, 2036 |
Performance Metric: |
Except in the event of a Change in Control (in which case the Stock Price Hurdles (as defined below) shall be measured as set forth below under “Performance Vesting”), the performance metric for this Award is the average of the daily volume weighted average price per share of Stock over sixty (60) consecutive trading days during (and which must fall within) the Performance Period (as defined below) (the “60 Day VWAP”).
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Performance Period: |
The performance period for this Award is the period beginning on the Grant Date and ending on the earlier to occur of a Change in Control and the ten (10) year anniversary of the Grant Date. |
Vesting Tranches: |
The Option is divided into three vesting tranches (each, a “Vesting Tranche”), each of which corresponds to one of the Stock Price Hurdles (as defined below) and the number of Shares subject to the Option set forth below in the table under “Performance Vesting”. |
Vesting |
Time Vesting: A portion of the Option shall become time-vested (and shall constitute a “Time-Vested Option”) as to one-third (1/3) of each Vesting Tranche on the twelve (12) month anniversary of the Grant Date, and as to the remaining two-thirds (2/3) of each Vesting Tranche in twenty-four (24) substantially equal monthly installments on each successive monthly anniversary of the Grant Date thereafter, beginning on the thirteen (13) month anniversary of the Grant Date and ending on the thirty-six (36) month anniversary of the Grant Date, on which date 100% of the Option shall be a Time-Vested Option (each such date, a “Time-Vesting Date”), as set forth in the following table. |
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Time-Vesting Date |
Portion of Each Vesting Tranche Eligible to Vest on Such Date |
Portion of Total Option Eligible to Vest on Such Date |
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12-Month Anniversary of the Grant Date |
One-third (1/3) |
One-third (1/3) |
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Each monthly anniversary of the Grant Date following the 12- Month Anniversary, from the 13-Month Anniversary through the 36-Month Anniversary (24 installments) |
One-thirty-sixth (1/36) per installment |
One-thirty-sixth (1/36) per installment |
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||
Performance Vesting: Each Vesting Tranche is subject to the achievement of the stock price hurdles set forth below (the “Stock Price Hurdles”), measured based on the 60 Day VWAP of a share of Stock, each of which aligns to a Vesting Tranche, as set forth in the following table. |
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Vesting Tranche |
Number of Shares Subject to the Option |
Stock Price Hurdle |
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1 |
9,122 |
$50.00 |
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2 |
9,679 |
$75.00 |
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3 |
10,358 |
$100.00 |
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A Stock Price Hurdle shall be achieved on the first day during the Performance Period on which the 60 Day VWAP equals or exceeds such Stock Price Hurdle, and upon such achievement the corresponding Vesting Tranche shall become performance vested (and shall constitute a “Performance-Vested Option”). |
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Notwithstanding anything to the contrary in this Grant Notice or the Agreement, the occurrence of a Change in Control shall end the Performance Period, and whether each Stock Price Hurdle has been achieved shall be measured for the final time as of, and taking into account, the consummation of such Change in Control. For purposes of such final measurement, in lieu of the 60 Day VWAP, the price per share of Stock shall be deemed to equal the value of the total consideration paid or payable in respect of a single share of Stock in connection with the Change in Control (the “Change in Control Price”), as determined by the Administrator in good faith. Any Stock Price Hurdle for which the Change in Control Price equals or exceeds the applicable threshold shall be deemed achieved as of immediately prior to the consummation of the Change in Control, and the corresponding Vesting Tranche shall become a Performance-Vested Option, regardless of whether the trading-based measurement period for such Stock Price Hurdle had otherwise commenced or been completed.
Any Vesting Tranche for which the applicable Stock Price Hurdle has not been achieved (whether prior to or as a result of a Change in Control) on or prior to the last day of the Performance Period will be forfeited by the Participant without payment of any consideration therefor as of the last day of the Performance Period, regardless of the extent to which the time-vesting requirements set forth above have otherwise been satisfied with respect to such Vesting Tranche.
Vested Option: A portion of the Option shall become vested and exercisable, and shall constitute a “Vested Option”, only if and when (if at all) it is both a Time-Vested Option and a Performance-Vested Option. Any portion of the Option that is only a Time-Vested Option or a Performance-Vested Option shall remain unvested and unexercisable unless and until (if at all) it becomes a Vested Option.
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Termination: |
If the Participant experiences a Termination of Service for Cause, all of the Option, whether or not vested, will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.
If the Participant experiences a Termination of Service other than for Cause (including due to death or Disability), except as set forth below, any portion of the Option that has not become a Vested Option will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.
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Notwithstanding the foregoing, if the Participant experiences a Termination of Service without Cause (other than due to the Participant’s death or Disability) or by the Participant for Good Reason, in either case: • Prior to a Change in Control, then any portion of the Option that is a Time-Vested Option as of the date of such Termination of Service shall remain outstanding and eligible to become a Performance-Vested Option until the earlier to occur of (i) a Change in Control and (ii) the date that is ninety (90) days following the date of such Termination of Service (such period, the “Tail Period”). Any portion of the Option that is a Time-Vested Option but has not become a Performance-Vested Option as of the end of the Tail Period shall be automatically forfeited by the Participant without payment of any consideration therefor. • On or within twelve (12) months following a Change in Control (a “Qualifying CIC Termination”), then, to the extent the Option is assumed, continued, or substituted in connection with such Change in Control, the Option shall become fully time-vested (and shall constitute a Vested Option) as of the date of such Qualifying CIC Termination.
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Type of Option: |
PSO |
By Participant’s acceptance of this grant, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement, and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator regarding any questions relating to the Plan, this Grant Notice or the Agreement.
EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STAAR SURGICAL COMPANY STOCK OPTION AGREEMENT
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, STAAR Surgical Company, a Delaware corporation (the “Company”), has granted to Participant an Option under the Company’s Amended and Restated Omnibus Equity Incentive Plan, as may be amended from time to time (the “Plan”), to purchase the number of shares of Stock indicated in the Grant Notice.
ARTICLE 1.
GENERAL
ARTICLE 2.
GRANT OF OPTION
A-1
ARTICLE 3.
PERIOD OF EXERCISABILITY
A-2
ARTICLE 4.
EXERCISE OF OPTION
A-3
Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
A-4
ARTICLE 5.
OTHER PROVISIONS
A-5
A-6
A-7
A-8
* * * * *
A-9
Exhibit 99.1
August 4, 2026
STAAR Surgical Appoints Warren Foust as President and Chief Executive Officer
Deborah Andrews appointed Executive Vice President and Chief Financial Officer
LAKE FOREST, Calif.--(BUSINESS WIRE)-- STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, today announced that following an extensive global search, its Board of Directors (the "Board") has appointed Warren Foust as President and Chief Executive Officer and a new member of the Board of Directors, effective August 4, 2026. Mr. Foust joined STAAR in April 2023 and has served as President and Chief Operating Officer since March 2025 and as Interim Co-CEO, President & Chief Operating Officer since February 2026. Deborah Andrews, who has served since February as Interim Co-CEO alongside Mr. Foust, effective August 4, 2026 will serve as Executive Vice President. She will also continue to serve as Chief Financial Officer. The Company remains focused on helping its customers to provide visual freedom for patients while delivering on its three principal strategy pillars: revenue growth, profit expansion, and innovation acceleration.
Neal C. Bradsher, Board Chair, said “After a rigorous global search, it is clear that Warren is the right leader to take STAAR forward. He brings exceptional judgment, operational discipline, and a clear focus on change and innovation. His genuine connection to our mission and people, along with his vision for the surgeons and patients we serve, position him to deliver sustainable, long-term value for shareholders, and the Board looks forward to what STAAR will achieve under his leadership. We also want to recognize Deborah Andrews — her leadership as Interim Co-CEO was exemplary, and we're delighted she continues in an expanded role as EVP and CFO.”
Mr. Foust said, "I'm honored by the Board's confidence and excited to get to work. STAAR is defining the future of refractive surgery — leading the industry shift from corneal tissue ablation to preservation, with more than four million lenses sold, eighty-five countries served, thirty years of proven safety and efficacy, and consistent EVO share gains globally. With half the world projected to be myopic by 2050, our market opportunity continues to compound.
“We have just completed the strongest first half in our Company’s history, marked by robust year-over-year growth, increasing profitability, and accelerating market share momentum. Our sequential growth in China — without inventory accumulation —reflects continued share gains, the success of our EVO+ launch, and favorable ASP tailwinds from an improving product mix. Over time, our innovation agenda will transform STAAR into a multi-product company and expand our global scale. We have the right technology, the right team, and a compelling long-term opportunity. This is only the beginning.”
Ms. Andrews added, "It has been an honor and a privilege to serve alongside Warren as Co-CEO during this important period of transition. I have seen firsthand his leadership qualities, his commitment to our people, and his clarity of vision for STAAR's future. I look forward to continuing to serve as CFO and to serving in my new role as EVP, as well as to continuing to work closely with Warren as he leads our company into its next chapter."
About Warren Foust
Mr. Foust joined STAAR in April 2023 as Chief Operating Officer and was appointed President and Chief Operating Officer in March 2025. He was named Interim Co-Chief Executive Officer in February 2026. In these roles, Mr. Foust has overseen research and development, global sales, marketing, manufacturing, and operations, leading the Company through a successful operational reset and return to profitable growth. Previously, he held senior leadership roles at Johnson & Johnson, including Worldwide President of Surgical Vision and Worldwide President of Mentor, along with earlier roles at DePuy Synthes, Aventis Pharmaceuticals and Roche Pharmaceuticals.
Mr. Foust serves on a variety of boards and advisory councils including the Ophthalmology Foundation, Gavin Herbert Eye Institute, Octane, ASCRS Industry Relations, AECOS North America, and the Board of Visitors for the University of Alabama. He holds both a master's degree and a bachelor's degree from the University of Alabama.
About Deborah Andrews
Ms. Andrews rejoined STAAR in March 2025 as Interim Chief Financial Officer and was appointed Chief Financial Officer in June 2025. She was named Interim Co-Chief Executive Officer in February 2026. In her role as CFO, Ms. Andrews oversees STAAR’s finance, accounting, and internal audit functions, as well as information technology and investor relations. Since April 2014, Ms. Andrews has served on the Board of Directors of Lineage Cell Therapeutics, a clinical-stage biotechnology company focused in the field of regenerative medicine. She currently serves as its Audit Committee Chair and has previously served as its Compensation Committee Chair. Ms. Andrews served in various accounting and finance leadership roles at STAAR from 1995 until her retirement in 2020, including twice as Chief Financial Officer from September 2017 until June 2020, and from 2005 to 2013. Ms. Andrews spent three years from 1991 to 1994 as a Senior Accountant for KPMG. Ms. Andrews holds a bachelor’s degree from California State University at San Bernardino.
About STAAR Surgical
STAAR Surgical (NASDAQ: STAA) is the global leader in implantable phakic intraocular lenses, a vision correction solution that reduces or eliminates the need for glasses or contact lenses. Since 1982, STAAR has been dedicated solely to ophthalmic surgery, and for over 30 years, STAAR has been designing, developing, manufacturing, and marketing advanced Implantable Collamer® Lenses (ICLs), using its proprietary biocompatible Collamer material. STAAR ICLs are clinically proven to deliver safe long-term vision correction without removing corneal tissue or the eye's natural crystalline lens. Its EVO ICL™ product line provides visual freedom through a quick, minimally invasive procedure. STAAR has sold more than 4 million ICLs in over 85 countries. Headquartered in Lake Forest, California, the company operates research, development, manufacturing, and packaging facilities in California and Switzerland. For more information about ICL, visit www.discoverICL.com. To learn more about STAAR, visit www.staar.com.
We intend to use our website as a means of disclosing material non-public information about the Company and for complying with Regulation FD. Such disclosures will be included on our website in the ‘Investor Relations’ sections at investors.staar.com. Accordingly, investors should monitor such portion of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the Email Alerts section at investors.staar.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as “anticipate,” “believe,” “expect,” “plan,” “estimate,” “project,” “continue,” “will,” “should,” “may,” and similar terms. All statements in this press release that are not statements of historical fact are forward-looking statements. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: our ability to grow and generate profit; our reliance on independent distributors in international markets; a slowdown or disruption to the Chinese economy; global economic and geopolitical conditions; disruptions in our supply chain; fluctuations in foreign currency exchange rates; international trade disputes (including involving tariffs) and substantial dependence on demand from Asia; changes in effective tax rate or tax laws; any loss of use of our principal manufacturing facility; competition; potential losses due to product liability claims; our exposure to environmental liability; data corruption, cyber-based attacks or network security breaches and/or noncompliance with data protection and privacy regulations; acquisitions of new technologies; climate changes; the willingness of surgeons and patients to adopt a new or improved product and procedure; extensive clinical trials and resources devoted to research and development; compliance with government regulations; the discretion of regulatory agencies to approve or reject existing, new or improved products, or to require additional actions before or after approval, or to take enforcement action; laws pertaining to healthcare fraud and abuse; changes in FDA or international regulations related to product approval; product recalls or failures; and other important factors set forth in the Company’s Annual Report on Form 10-K for the year ended January 2, 2026 under the caption “Risk Factors,” which is filed with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Information” section of the Company’s website under the heading “SEC Filings,” as any such factors may be updated from time to time in the Company’s other filings with the SEC.
Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT:
Investor/Media Contact:
Connie Johnson
(626) 303-7902 (ext. 2207)
Asia Investor/Media Contact:
Niko Liu, CFA
United States: (626) 303-7902 (ext. 3023)
Hong Kong: +852 6092-5076