8-K
STAAR SURGICAL CO false 0000718937 0000718937 2026-01-06 2026-01-06
 
 

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): January 6, 2026

 

 

STAAR Surgical Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-11634   95-3797439

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

25510 Commercentre Drive
Lake Forest, California		     92630
(Address of principal executive offices)     (Zip Code)

626-303-7902

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2. below):

 

☐

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)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common   STAA   NASDAQ

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 8.01.

Other Events.

On January 6, 2026, STAAR Surgical Company, a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of August 4, 2025, by and among Alcon Research, LLC, a Delaware limited liability company (“Alcon”), Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Alcon (“Merger Sub”), and the Company (as it may be amended from time to time, including by Amendment No. 1 on November 7, 2025 and Amendment No. 2 on December 9, 2025, the “Merger Agreement”). The Company issued a press release announcing the preliminary voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Exhibit

99.1    Press Release, dated as of January 6, 2026
104    Cover Page Interactive Data File – the cover page XBRL tags are 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.

 

    STAAR Surgical Company
Date: January 6, 2026     By:  

/s/ Stephen C. Farrell

    Name:   Stephen C. Farrell
    Title:   Chief Executive Officer

Exhibit 99.1

 

LOGO

STAAR Surgical Announces Preliminary Results of Special Meeting of Stockholders

STAAR Intends to Terminate Alcon Merger Agreement

LAKE FOREST, CA, January 6, 2026 – STAAR Surgical Company (NASDAQ: STAA) (“STAAR”), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, announced that based on preliminary estimates by STAAR’s proxy solicitor, STAAR did not receive the necessary stockholder votes to approve the merger agreement with Alcon at the Special Meeting of Stockholders held today.

STAAR intends to terminate its merger agreement with Alcon. No termination fee will be payable by either party, and STAAR will remain a standalone, publicly traded company and continue to trade on Nasdaq under the ticker symbol “STAA.”

Stephen Farrell, CEO of STAAR, said, “The Board approved the Alcon agreement because we determined that it was in the best interests of STAAR stockholders. We respect the outcome of the vote and look forward to working collaboratively with shareholders to ensure the best possible outcome for STAAR as a stand-alone company.”

Mr. Farrell continued, “We remain committed to maximizing stockholder value and realizing the full potential of STAAR’s innovative technology. STAAR has a dedicated and loyal team that will compete successfully, and our EVO ICL technology is best in class. In the short term, we will continue to prioritize profitable sales growth while we drive efficiencies through our distribution network. Our EVO ICL technology should be used more extensively worldwide, and it is our mission to achieve that objective.”

The final certified results from the Special Meeting will be reported in a Form 8-K filed by STAAR with the U.S. Securities and Exchange Commission.

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 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 3 million ICLs in over 75 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.EVOICL.com. To learn more about STAAR, visit www.staar.com.

STAAR Contacts: 

Niko Liu, CFA

United States: +1 626-303-7902 (ext 3023)

Hong Kong: +852-6092-5076

[email protected]

[email protected]

Connie Johnson

+1 626-303-7902 (ext 2207)

[email protected]

Lucas Pers / Alexandra Benedict

Joele Frank, Wilkinson Brimmer Katcher

+1 212-895-8692 / +1 212-895-8644