STAA 8-K
Staar Surgical Co (STAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On October 20, 2025, STAAR Surgical Company (the “Company”) published a press release reporting its preliminary net sales results for the quarter ended September 26, 2025, a copy of which is filed as Exhibit 99.1 to this report and is incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Exhibit | |
| 99.1 | Press release of the Company dated October 20, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STAAR Surgical Company | ||||||
| Date: October 20, 2025 | By: | /s/ Stephen C. Farrell | ||||
| Name: | Stephen C. Farrell | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
STAAR Surgical Announces Preliminary Net Sales Results for Third Quarter 2025
LAKE FOREST, CA, October 20, 2025 — STAAR Surgical Company (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, today announced preliminary net sales results for the third quarter ended September 26, 2025. STAAR is announcing its preliminary net sales results in advance of its quarterly earnings announcement to provide all stockholders with additional information regarding third quarter net sales performance and trends in advance of the STAAR Special Meeting of Stockholders scheduled for October 23, 2025, to vote on the Alcon merger proposal.
Preliminary Net Sales Overview
| • | Preliminary net sales of $94.7 million, up 6.9% compared to $88.6 million in the prior year period. |
| • | Preliminary net sales included $25.9 million related to the previously disclosed December 2024 ICL shipment that was subject to extended payment terms, and which was paid in full during the third quarter 2025 pursuant to such payment terms (the “December China Shipment”). |
| • | The year over year increase in preliminary net sales was primarily driven by the December China Shipment combined with 7.7% growth in net sales outside China, partially offset by lower new orders from distributors in China during the third quarter 2025, due in part to leaner inventory management during the quarter. |
As previously disclosed, the Company shipped $27.5 million of ICLs in December 2024 to one of its distributors in China for which the distributor requested extended payment terms through September 2025. Given the extended payment terms, net sales for the shipment were not recognized by the Company until payments were received. The Company recognized $1.6 million related to this shipment in the second quarter 2025 and the remaining $25.9 million in the third quarter 2025, in each case upon receipt of corresponding payment. While the remaining $25.9 million related to the shipment was recognized in full during the third quarter 2025, the associated ICL procedures took place throughout 2025.
Sales for the nine months ended September 26, 2025 were lower than the prior year period as distributors in China reduced their inventory by approximately $80 million to $85 million instead of purchasing new product from the Company. As of September 26, 2025, the Company believes its distributors in China maintained owned inventory at approximately six months, aligned to contractual levels.
The financial information in this release is unaudited and subject to adjustment and confirmation as the Company completes its quarterly review and finalizes its financial statements to be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2025, and the review of the Company’s independent registered public accounting firm’s consolidated financial statements for the quarterly period.
Stockholders with questions about voting their shares should contact STAAR’s proxy solicitor, Innisfree M&A Incorporated:
| • | For stockholders: +1 877-750-8233 (toll-free) |
| • | For banks and brokerage firms: +1 212-750-5833 |
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 ICL’s 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.
Additional Information About the Merger and Where to Find It
This communication relates to the proposed transaction involving STAAR. In connection with the proposed transaction, STAAR has filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including STAAR’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), on September 16, 2025. The Proxy Statement was first sent to STAAR stockholders on September 16, 2025. This communication is not a substitute for the Proxy Statement or any other document that STAAR may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF STAAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, www.sec.gov, or by visiting STAAR’s investor relations website, https://investors.staar.com.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
Under SEC rules, STAAR and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of STAAR’s common stock in connection with the proposed transaction. Information about the directors and executive officers of STAAR and their ownership of STAAR’s common stock is set forth in the Proxy Statement, the definitive proxy statement for STAAR’s 2025 Annual Meeting of Stockholders (the “Annual Proxy Statement”), which was filed with the SEC on April 24, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025058174/staa-20250424.htm), including the sections captioned “Compensation of Directors,” “Information Regarding Executive Officers” and “Security Ownership of Principal Shareholders and Management,” or its Annual Report on Form 10-K for the year ended December 27, 2024, which was filed with the SEC on February 21, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025024813/staa-20241227.htm), and in other documents filed by STAAR with the SEC. To the extent holdings of such participants in STAAR’s securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by STAAR’s directors and executive officers. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.
Forward-Looking Statements
The information covered by this communication 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 communication 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: (1) STAAR’s ability to continue its growth and profitability trajectory, including as a result of a slowdown or disruption to the Chinese economy or new competition; (2) with respect to preliminary net sales and the calculation of net sales for the quarter, adjustments that may arise in connection with STAAR’s quarterly financial close process or its independent registered public accounting firm’s review of the consolidated financial statements for the quarterly period or changes as a result of management’s further review of results; (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the Alcon merger agreement or could cause the consummation of the proposed transaction to be delayed or to fail to occur; (4) the failure to obtain approval of the proposed transaction from STAAR’s stockholders; (5) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (6) risks related to disruption of management’s attention from STAAR’s ongoing business operations due to the proposed transaction; (7) the effect of the announcement of the proposed transaction on the ability of STAAR to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (8) the ability of STAAR to meet expectations regarding the timing and completion of the transaction; (9) the outcome of any legal proceedings that may be instituted against STAAR related to the proposed transaction; (10) the possibility that STAAR’s stock price may decline significantly if the proposed transaction is not consummated; and (11) other important factors set forth in the Proxy Statement under the caption “Risk Factors” and STAAR’s Annual Report on Form 10-K for the year ended December 27, 2024 under the caption “Risk Factors,” as any such factors may be updated from time to time in STAAR’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, STAAR undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. View source version on businesswire.com: https://www.businesswire.com/news/home/20250925443393/en/
STAAR Contacts:
Niko Liu, CFA
United States: +1 626-303-7902 (ext 3023)
Hong Kong: +852-6092-5076
Connie Johnson
+1 626-303-7902 (ext 2207)
Lucas Pers / Alexandra Benedict
Joele Frank, Wilkinson Brimmer Katcher
+1 212-895-8692 / +1 212-895-8644