STAA 8-K
Staar Surgical Co (STAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 15, 2026 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 14, 2026, STAAR Surgical Company (the “Company”) entered into a letter agreement (the “Cooperation Agreement”) with Broadwood Partners, L.P. (“Broadwood”).
Pursuant to the Cooperation Agreement, the Company has agreed to increase the size of the Board of Directors of the Company (the “Board”) from six to seven directors, accept the resignations of Stephen C. Farrell and Elizabeth Yeu, MD from the Board, and appoint each of Neal C. Bradsher, Richard T. LeBuhn and Christopher Min Fang Wang (each a “New Director”) to the Board. As described further below, Mr. Farrell is expected to remain the Company’s Chief Executive Officer until January 31, 2026 or such earlier date as is determined by the Board. Additionally, the Company has agreed that the Board will nominate each of the New Directors as a candidate for election as a director at the 2026 annual meeting of stockholders of the Company and that the size of the Board until the conclusion of the 2027 annual meeting of stockholders of the Company will not exceed seven directors. The Company has agreed to reimburse Broadwood, Yunqi Capital and Defender Capital for certain reasonable and documented out-of-pocket fees and expenses they have incurred.
Also pursuant to the Cooperation Agreement, Broadwood has agreed that, until June 18, 2026, Broadwood and its affiliates will not, and Broadwood will not encourage any other person to, request that the Company call a special meeting of Company stockholders for any reason.
The Cooperation Agreement further contains customary mutual non-disparagement and release provisions.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As discussed further below, on January 14, 2026, Elizabeth Yeu, MD resigned from the Board. Among other things, NASDAQ Listing Rule 5605 requires listed issuers such as the Company to maintain an audit committee consisting of no fewer than three independent directors. Dr. Yeu had been one of three independent directors on the Company’s Audit Committee at the time of her resignation, and therefore the Company does not presently comply with such requirement.
In accordance with the Listing Rules, the Company notified NASDAQ on January 14, 2026 of such noncompliance and the Company’s intention to use the cure period provided under Listing Rule 5605(c)(4)(B) to regain compliance with such audit committee membership requirements.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2026, the Company announced that Stephen C. Farrell, the Company’s Chief Executive Officer and a member of the Board has agreed, at the Board’s request, to step down as a member of the Board, effective January 14, 2026, and that his service as Chief Executive Officer will terminate on January 31, 2026 or such earlier date as is determined by the Board. The Company also announced additional changes to the Board, as described further below.
In connection with the Company’s entry into the Cooperation Agreement with Broadwood, Mr. Farrell entered into a letter agreement with the Company, dated as of January 14, 2026 (the “Letter Agreement”), that provides for Mr. Farrell’s resignation from the Board, effective January 14, 2026, and his termination of employment as Chief Executive Officer and as an employee of the Company, effective on January 31, 2026 or such earlier date as is determined by the Board (the date of his actual termination of employment, “Separation Date”). Mr. Farrell’s termination of employment with the Company will be treated as a termination by the Company without cause for all purposes. Mr. Farrell has agreed to provide consulting services to the Company for one year following the Separation Date, for which Mr. Farrell will receive consulting fees of $45,000 per month. The Letter Agreement provides that, in accordance with Mr. Farrell’s Employment Agreement with the Company, dated as of February 26, 2025 (the “Employment Agreement”), Mr. Farrell will be eligible to receive certain Accrued Benefits and Severance Benefits (as each such term is defined in the Employment Agreement), including payment of the equivalent of eighteen (18) months of Mr. Farrell’s base salary and reimbursement of premiums for continued coverage under the Company’s insurance benefit plans for a period of eighteen (18) months following the Separation Date, in each case subject to the execution and nonrevocation by Mr. Farrell of a general release. Pursuant to the Letter Agreement, the Company also agreed that Mr. Farrell’s unvested Company restricted stock units and performance-based restricted stock units will continue to be earned, vest and be settled in accordance with their terms during the one-year consulting period, subject to Mr. Farrell’s execution and nonrevocation of a general release, except that (i) restricted stock units scheduled to vest in February 2026 will vest on the applicable vesting date and all other restricted stock units will be forfeited as of the Separation Date and (ii) performance-based restricted stock units may only become earned based on achievement of applicable performance goals measured through the quarter ending July 3, 2026 and the maximum number of performance-based restricted stock units that may be earned is 140,100.
Also effective on January 14, 2026, in connection with the Company’s entry into the Cooperation Agreement with Broadwood, (i) Dr. Yeu resigned as a member of the Board, (ii) the size of the Board was increased from six to seven directors and (iii) each of Messrs. Bradsher, LeBuhn and Wang were appointed as members of the Board to serve until the 2026 annual meeting of stockholders of the Company and thereafter until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Messrs. Bradsher, LeBuhn and Wang will receive the standard director compensation for a non-employee director, pro-rated for the remaining portion of the 2025-2026 term. Additionally, in connection with the appointment of Messrs. Bradsher, LeBuhn and Wang to the Board, the Company, on one hand, and Messrs. Bradsher, LeBuhn and Wang, on the other hand, are expected to enter into an indemnification agreement in substantially the same form that the Company has entered into with each of the Company’s existing directors. Except as described in Item 1.01, none of Messrs. Bradsher, LeBuhn or Wang has a direct or indirect material interest in any transaction that would be reportable under Item 404(a) of Regulation S-K.
Mr. Bradsher, 60, has been Founder and President of Broadwood Capital, Inc., a private investment firm, since 2002. Mr. Bradsher holds a B.A. degree in economics from Yale College and is a Chartered Financial Analyst. Mr. Bradsher was a director of Questcor Pharmaceuticals, Inc. (QCOR), from 2004 until Questcor was acquired by Mallinckrodt plc (MNK) in 2014. Mr. Bradsher brings to the Board experience in finance, management and corporate governance attained through his investments in other companies, including companies in the pharmaceutical, biotechnology, medical device, medical diagnostics, health care services and health care information systems sectors. He has worked with several health care companies to improve their management and governance, and has been a member of the board of directors of Lineage Cell Therapeutics, Inc. (f/k/a BioTime, Inc.), since July 2009. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., which is currently the Company’s largest stockholder.
Mr. LeBuhn, 60, has been Executive Vice President at Broadwood Capital, Inc., the investment manager of Broadwood Partners, L.P., since July 2017. From June 2006 through June 2017, Mr. LeBuhn was Senior Vice President at Broadwood Capital, Inc. Previously, Mr. LeBuhn was Principal of Broadfield Capital Management, LLC, a private investment firm, from 2005 to 2006, and Vice President of Derchin Management, a private investment firm, from July 2002 to May 2005. Earlier in his career, Mr. LeBuhn founded and was Managing Member of Triple Eight Capital, LLC, an investment analysis and financial advisory firm, was Managing Director of Craig Drill Capital, Inc., a private investment firm, and served as an operating business manager for Chubb and Son, Inc., the property and casualty insurance division of The Chubb Corporation. Mr. LeBuhn received a M.B.A. in Finance with Distinction from Columbia University Graduate School of Business in 1996. He received a B.A. in Economics from St. Lawrence University in 1988. Mr. LeBuhn served as a director of Comarco, Inc. until its dissolution in 2019 and as a director of Asterias Biotherapeutics, Inc. until its merger with BioTime, Inc. in 2019.
Mr. Wang, 54, is the founder of Yunqi Capital Limited (“Yunqi Capital”) and has served as its Chief Investment Officer and portfolio manager since it was established in 2018. Before founding Yunqi Capital, Mr. Wang was a senior investment professional and Co-Portfolio Manager at Owl Creek Asia (Hong Kong) from 2008 to 2017, and prior to that served as General Manager, Corporate Finance Department of China Merchants (Holdings) International Ltd. from 2004 to 2007. Mr. Wang received a B.B.A. in Business Finance from Simon Fraser University in 1994.
| Item 8.01 | Other Events. |
On January 15, 2026, the Company issued a press release announcing the planned leadership changes and related matters discussed above. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Cooperation Agreement, dated as of January 14, 2026, between STAAR Surgical Company and Broadwood Partners, L.P. | |
| 99.1 | Press Release, dated as of January 15, 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.
| STAAR SURGICAL COMPANY | ||
| By: | /s/ Stephen C. Farrell | |
| Name: | Stephen C. Farrell | |
| Title: | Chief Executive Officer | |
Dated: January 15, 2026
Exhibit 10.1
January 14, 2026
Broadwood Partners, L.P.
c/o Broadwood Capital, Inc.
156 West 56th Street, 3rd Floor
New York, New York 10019
Re: STAAR Surgical Company
Dear Mr. Bradsher:
This letter agreement (this “Agreement”), effective as of January 14, 2026 (the “Effective Date”), is intended to memorialize the understandings and agreements that have been reached between STAAR Surgical Company (the “Company”) and Broadwood Partners, L.P. (collectively with its Affiliates (as defined below), “Broadwood”) regarding compositional changes to the board of directors of the Company (the “Board”) and certain other matters, as provided in this Agreement. The Company and Broadwood are together referred to herein as the “Parties,” and each of the Company and Broadwood, respectively, a “Party.”
In consideration of the promises, representations and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Board Composition Changes.
| a. | On the Effective Date, the Board, and all applicable committees of the Board, shall take all necessary actions to: (i) accept the resignations of Stephen C. Farrell and Elizabeth Yeu from the Board; (ii) increase the size of the Board from six to seven directors; and (iii) appoint Neal C. Bradsher, Christopher Min Fang Wang and Richard T. LeBuhn (each, a “New Director”) to the Board in order to fill the newly created vacancies resulting from the increased size of the Board and the resignations of Mr. Farrell and Ms. Yeu. Mr. Farrell will also resign or retire as CEO of the Company as of January 31, 2026 or at an earlier time determined by the Board. |
| b. | The Board, and all applicable committees of the Board, shall take all necessary actions to nominate each New Director as a candidate for election to the Board at the Company’s 2026 annual meeting of stockholders (including, without limitation, any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “2026 Annual Meeting”). The Company shall recommend, support and solicit proxies for the election of each New Director at the 2026 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company supports the Board’s other nominees. |
| c. | From the Effective Date until the conclusion of the Company’s 2027 annual meeting of stockholders (including, without limitation, any adjournments or postponements thereof and any meeting which may be called in lieu thereof), the size of the Board shall not exceed seven directors. |
2. No Special Meeting. From the Effective Date until the first anniversary of the 2025 annual meeting of stockholders (June 18, 2026), Broadwood agrees that it and its Affiliates shall not, nor shall it encourage any other person to, request that the Company call a special meeting of the Company’s stockholders for any reason.
3. Mutual Non-Disparagement. Except for such truthful statements as may be required by applicable law or the rules of any self-regulatory organization, neither Party shall, nor shall it permit any of its Representatives to, directly or indirectly, in any capacity or manner, make, transmit or otherwise communicate any public statement of any kind, whether verbal, in writing, electronically transferred or otherwise, including, without limitation, to any member of the media, that constitutes an ad hominem attack on, or otherwise disparages or defames the other Party (including, without limitation, in each case, its current and former directors, officers, employees and Affiliates). “Representatives” means (a) a person’s Affiliates and Associates (each as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended) and (b) its and their respective directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives acting in a capacity on behalf of, in concert with or at the direction of such person or its Affiliates or Associates; provided, that when used with respect to the Company, “Representatives” shall not include any non-executive employees.
4. Mutual Liability Releases.
| a. | As of the Effective Date, the Company permanently, fully and completely releases, acquits and discharges Broadwood and Broadwood’s Affiliates and Associates (including, without limitation, in each case its current directors, officers and employees), jointly or severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that the Company has had, now has, or may have against any of Broadwood and/or Broadwood’s Affiliates or Associates (including, without limitation, in each case its current directors, officers and employees), collectively, jointly or severally, based on any facts, developments or circumstances existing at any time prior to and including the Effective Date, including, without limitation, any and all such claims arising out of or in any way whatsoever related to Broadwood’s involvement with the Company. |
| b. | As of the Effective Date, Broadwood (on behalf of itself and each of its Affiliates) permanently, fully and completely releases, acquits and discharges the Company and the Company’s Affiliates and Associates (including, without limitation, in each case its current directors, officers and employees), jointly or severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that Broadwood has had, now has, or may have against any of the Company and/or the Company’s Affiliates or Associates (including, without limitation, in each case its current directors, officers and employees), collectively, jointly or severally, based on any facts, developments or circumstances existing at any time prior to and including the Effective Date, including, without limitation, any and all such claims arising out of or in any way whatsoever related Broadwood’s or its Affiliates’ involvement with the Company.1 |
| c. | The Parties each acknowledge that as of the time of the Effective Date, the Parties may have claims against one another that a Party does not know or suspect to exist in its favor, including, but not limited to, claims that, had they been known, might have affected the decision to enter into this Agreement, or to provide the releases set forth in this Section 4. In connection with any such claims, the Parties agree that they intend to waive, relinquish and release any and all provisions, rights and benefits in any state or territory of the United States or other jurisdiction that purports to limit the application of a release to unknown claims, or to facts unknown at the time the release was entered into. In connection with this waiver, the Parties acknowledge that they, or any of them, may (including, without limitation, after the Effective Date) discover facts in addition to or different from those known or believed by them to be true with respect to the subject matter of the releases set forth in this Section 4, but it is the intention of the Parties to complete, fully, finally and forever compromise, settle, release, discharge and extinguish any and all claims that they may have one against another, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, that now exist or previously existed, without regard to the subsequent discovery of additional or different facts. The Parties acknowledge that the foregoing waiver is a key, bargained-for element to this Agreement and the releases that are part of it. |
5. Mutually Agreed-Upon Press Release. Promptly following the Effective Date, the Company shall issue a press release (the “Press Release”), in the form attached hereto as Exhibit A, announcing, among other things, certain terms of this Agreement. Neither the Company nor Broadwood shall make or cause to be made, and the Company and Broadwood shall cause their respective Affiliates and Associates not to make or cause to be made, any
public announcement or statement with respect to the subject matter of this Agreement that is contrary to the statements made in the Press Release or the terms of this Agreement without prior written consent of the other Party, except to the extent required by law or the rules of any national securities exchange.
| 1 | The release does not extend to claims Broadwood or its Affiliates may have as a passive member of a shareholder class action lawsuit, provided that Broadwood and its Affiliates do not solicit, knowingly encourage, promote, assist or otherwise support such class action lawsuit. |
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6. SEC Filings. No later than four business days following the execution of this Agreement, the Company shall file with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K reporting its entry into this Agreement and appending this Agreement as an exhibit thereto. No later than two business days following the execution of this Agreement, Broadwood shall file with the SEC an amendment to its Schedule 13D reporting its entry into this Agreement and appending this Agreement as an exhibit thereto. Each Party shall provide the other Party with a reasonable opportunity to review and comment on its applicable SEC filing prior to such respective report or schedule being filed and consider in good faith any comments of the other Party.
7. Reimbursement of Expenses.
| a. | The Company shall promptly reimburse Broadwood for its reasonable and documented out-of-pocket fees and expenses (including legal expenses) incurred by Broadwood in connection with its engagement with the Company, including, without limitation, the special meeting of stockholders of the Company originally scheduled for October 23, 2025 and postponed and held on January 6, 2026 (the “Proposed Merger Special Meeting”), the negotiation and execution of this Agreement and the transactions contemplated hereby; provided that the Company shall not be required to reimburse Broadwood for an aggregate amount in excess of $6 million. |
| b. | The Company agrees that it will agree to reimburse each of Yunqi Capital and Defender Capital for expenses it reasonably incurred in connection with the Proposed Merger Special Meeting; provided that the Company shall not be required to reimburse Yunqi Capital and Defender Capital for an aggregate amount in excess of $1 million in the case of Yunqi Capital and $25,000 in the case of Defender Capital. |
8. Miscellaneous.
| a. | Any Party (the “Non-Breaching Party”) may terminate this Agreement if the other Party commits a breach of this Agreement (the “Breaching Party”) that is not cured within fifteen calendar days after the Breaching Party’s receipt of written notice from the Non-Breaching Party or, if impossible to cure within fifteen calendar days, which the Breaching Party has not taken any substantive action to cure within such fifteen-day period. Notwithstanding anything to the contrary herein, Section 4 shall survive any termination of this Agreement. |
| b. | Each Party acknowledges and agrees that irreparable harm to the other Party may occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including, without limitation, the payment of money damages). Accordingly, each Party will be entitled to specifically enforce the covenants and other agreements of the other Party contained in this Agreement and to obtain injunctive relief restraining the other Party from breaching or threatening to breach this Agreement, and the other Party will not take action, directly or indirectly, in opposition to the Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. The Parties further agree to waive any requirement for the security or posting of any bond in connection with any such relief. The prevailing Party that obtains a final, non-appealable order shall be entitled to recover its fees and expenses incurred with respect to any action from the non-prevailing Party. The remedies available pursuant to this Section 8(b) shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. |
| c. | Each Party represents and warrants that it is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other Parties that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. |
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| d. | Any notices required or permitted to be given under this Agreement shall be in writing and shall be delivered by overnight courier or electronic mail with confirmation of receipt to the addresses specified on the signature page of this Agreement. |
| e. | This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures to this Agreement transmitted by electronic mail shall have the same effect as physical delivery of the paper document bearing the original signature. No modifications of this Agreement can be made except in writing signed by each of the Parties. |
| f. | If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Any provision held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. The Parties further agree to replace such invalid or unenforceable provision with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision. |
| g. | This Agreement and all disputes or controversies out of or related to this Agreement shall be deemed to be made under the laws of the State of Delaware and for all purposes shall be governed by, and construed in accordance with, the laws of such State applicable to contracts to be made and performed entirely within such State, without reference to conflicts of laws principles. |
(Signature Pages Follow)
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If the foregoing accurately sets forth our agreements, please sign this Agreement where indicated below.
Sincerely,
STAAR SURGICAL COMPANY
| By: | /s/ Stephen C. Farrell | |||
| Name: | Stephen C. Farrell | |||
| Title: | Chief Executive Officer | |||
Address for Notices for the Company:
STAAR Surgical Company
Attn: Nathaniel Sisitsky
25510 Commercentre Dr.
Lake Forest, California 92630
Email: [email protected]
| ACKNOWLEDGED AND AGREED: | ||||
| BROADWOOD PARTNERS, L.P. | ||||
| By: | Broadwood Capital, Inc., its general partner | |||
| By: | /s/ Neal C. Bradsher | |||
| Name: | Neal C. Bradsher | |||
| Title: | President of Broadwood Capital, Inc. | |||
Address for Notices for Broadwood:
Broadwood Partners, L.P.
c/o Broadwood Capital, Inc.
Attn: Neal C. Bradsher
156 West 56th Street, 3rd Floor
New York, New York 10019
Email: [email protected]
Exhibit A
STAAR Surgical and Broadwood Partners Enter Into Cooperation Agreement
Neal Bradsher and Richard LeBuhn of Broadwood and Christopher Wang of Yunqi Capital have Joined STAAR Board
STAAR Chair Elizabeth Yeu and CEO Stephen Farrell have Stepped Down from the Board
Farrell will Remain CEO until January 31, 2026
Lake Forest, CA – (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, and Broadwood Partners, L.P. and its affiliates (“Broadwood”), which together own 31% of STAAR’s outstanding common stock, today announced that Neal C. Bradsher and Richard T. LeBuhn of Broadwood and Christopher Wang of Yunqi Capital, which with its affiliates owns 6.5% of STAAR’s outstanding common stock, have joined STAAR’s Board of Directors (the “Board”), effective immediately.
These changes were made in connection with a cooperation agreement entered into between the Company and Broadwood (the “Cooperation Agreement”). As part of the Cooperation Agreement, STAAR Chair Elizabeth Yeu and CEO Stephen Farrell have stepped down as members of the Board, while Mr. Farrell will remain CEO until January 31, 2026. The STAAR Board has expanded its size from six members to seven. The renewed Board intends to make additional announcements regarding STAAR’s next Chair and CEO in the near term.
STAAR director Louis Silverman said:
“We welcome our new Board members, who bring to STAAR expertise with respect to relevant public market investments, healthcare, and business in China, as well as the perspectives of long-term investors and supporters of STAAR. We will work together to enhance profitability and drive sustainable, long-term value creation. We are grateful to Liz and Steve for their service on STAAR’s Board, and we appreciate Steve’s leadership as CEO. We wish them both well.”
Neal C. Bradsher, Broadwood Founder and President, said:
“I am honored to join STAAR’s Board. The Company’s leading technology, strong financial position, and privileged market position provide it with the opportunity to achieve growth and profit margin expansion. As STAAR’s largest shareholder, Broadwood is committed to helping the Company realize its full potential. I want to thank Liz Yeu for her early recognition of the advantages of the ICL over tissue removal refractive procedures. I want to thank Steve Farrell for leading STAAR out of a difficult situation in early 2025 and back to profitability and cash flow generation. And I look forward to working with Art Butcher, an accomplished senior executive of one of the world’s most successful medical device companies, as well as my other new colleagues on the STAAR Board. I believe that the exit compensation package provided to Steve by the prior board was appropriate based on the conditions at the time.”
Broadwood has agreed to certain customary standstill provisions in connection with the Cooperation Agreement. The Cooperation Agreement will be filed by the Company with the U.S. Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K.
About Neal C. Bradsher
Mr. Bradsher has been Founder and President of Broadwood Capital, Inc., a private investment firm, since 2002. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., which is currently the Company’s largest stockholder. Mr. Bradsher holds a B.A. degree in economics from Yale College and is a Chartered Financial Analyst. Mr. Bradsher is currently a director at Lineage Cell Therapeutics, Inc., and served as a director of Questcor Pharmaceuticals, Inc. (QCOR), from 2004 until Questcor was acquired in 2014.
About Richard T. LeBuhn
Mr. LeBuhn serves as Executive Vice President at Broadwood Capital, Inc. Previously, Mr. LeBuhn was Principal of Broadfield Capital Management, LLC., and Vice President of Derchin Management. Mr. LeBuhn previously served as a director on the boards of Asterias Biotherapeutics, Inc. and Comarco, Inc. Mr. LeBuhn received a M.B.A. in Finance with Distinction from Columbia University Graduate School of Business. He received a B.A. in Economics from St. Lawrence University.
About Christopher M. Wang
Mr. Wang is the founder and CIO of Yunqi Capital. Prior to forming Yunqi Capital, Mr. Wang worked as a senior investment professional for Owl Creek Asset Management at the long/short equity hedge fund Owl Creek Asia based in Hong Kong from 2008 to 2017. Mr. Wang started his career as a senior analyst and was promoted to Assistant Portfolio Manager in 2013 and then to Co-Portfolio Manager in 2015. In the capacity of both Assistant Portfolio Manager and Co-Portfolio Manager, Mr. Wang was responsible for all aspects of the investment process. From 2004 to 2007, Mr. Wang was the General Manager, Corporate Finance Department of China Merchants (Holdings) International Ltd.
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.
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal Bradsher is the President of Broadwood Capital.
About Yunqi Capital
Yunqi Capital is a Hong Kong headquartered investment manager with over US$250 million in assets under management. The firm deploys a fundamental long-short equity strategy, with a concentrated portfolio, that is primarily invested in the equity securities of companies with a significant China connection. Yunqi Capital is led by CIO Chris Wang, an experienced portfolio manager with a strong track record of generating attractive returns on capital, controlling portfolio risk and managing investment teams.
Media Contact:
Connie Johnson
(626) 303-7902 (ext. 2207)
Exhibit 99.1
STAAR Surgical and Broadwood Partners Enter Into Cooperation Agreement
Neal Bradsher and Richard LeBuhn of Broadwood and Christopher Wang of Yunqi Capital have Joined STAAR Board
STAAR Chair Elizabeth Yeu and CEO Stephen Farrell have Stepped Down from the Board
Farrell will Remain CEO until January 31, 2026
Lake Forest, CA – (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, and Broadwood Partners, L.P. and its affiliates (“Broadwood”), which together own 31% of STAAR’s outstanding common stock, today announced that Neal C. Bradsher and Richard T. LeBuhn of Broadwood and Christopher Wang of Yunqi Capital, which with its affiliates owns 6.5% of STAAR’s outstanding common stock, have joined STAAR’s Board of Directors (the “Board”), effective immediately.
These changes were made in connection with a cooperation agreement entered into between the Company and Broadwood (the “Cooperation Agreement”). As part of the Cooperation Agreement, STAAR Chair Elizabeth Yeu and CEO Stephen Farrell have stepped down as members of the Board, while Mr. Farrell will remain CEO until January 31, 2026. The STAAR Board has expanded its size from six members to seven. The renewed Board intends to make additional announcements regarding STAAR’s next Chair and CEO in the near term.
STAAR director Louis Silverman said:
“We welcome our new Board members, who bring to STAAR expertise with respect to relevant public market investments, healthcare, and business in China, as well as the perspectives of long-term investors and supporters of STAAR. We will work together to enhance profitability and drive sustainable, long-term value creation. We are grateful to Liz and Steve for their service on STAAR’s Board, and we appreciate Steve’s leadership as CEO. We wish them both well.”
Neal C. Bradsher, Broadwood Founder and President, said:
“I am honored to join STAAR’s Board. The Company’s leading technology, strong financial position, and privileged market position provide it with the opportunity to achieve growth and profit margin expansion. As STAAR’s largest shareholder, Broadwood is committed to helping the Company realize its full potential. I want to thank Liz Yeu for her early recognition of the advantages of the ICL over tissue removal refractive procedures. I want to thank Steve Farrell for leading STAAR out of a difficult situation in early 2025 and back to profitability and cash flow generation. And I look forward to working with Art Butcher, an accomplished senior executive of one of the world’s most successful medical device companies, as well as my other new colleagues on the STAAR Board. I believe that the exit compensation package provided to Steve by the prior board was appropriate based on the conditions at the time.”
Broadwood has agreed to certain customary standstill provisions in connection with the Cooperation Agreement. The Cooperation Agreement will be filed by the Company with the U.S. Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K.
About Neal C. Bradsher
Mr. Bradsher has been Founder and President of Broadwood Capital, Inc., a private investment firm, since 2002. Broadwood Capital, Inc. is the general partner of Broadwood Partners, L.P., which is currently the Company’s largest stockholder. Mr. Bradsher holds a B.A. degree in economics from Yale College and is a Chartered Financial Analyst. Mr. Bradsher is currently a director at Lineage Cell Therapeutics, Inc., and served as a director of Questcor Pharmaceuticals, Inc. (QCOR), from 2004 until Questcor was acquired in 2014.
About Richard T. LeBuhn
Mr. LeBuhn serves as Executive Vice President at Broadwood Capital, Inc. Previously, Mr. LeBuhn was Principal of Broadfield Capital Management, LLC., and Vice President of Derchin Management. Mr. LeBuhn previously served as a director on the boards of Asterias Biotherapeutics, Inc. and Comarco, Inc. Mr. LeBuhn received a M.B.A. in Finance with Distinction from Columbia University Graduate School of Business. He received a B.A. in Economics from St. Lawrence University.
About Christopher M. Wang
Mr. Wang is the founder and CIO of Yunqi Capital. Prior to forming Yunqi Capital, Mr. Wang worked as a senior investment professional for Owl Creek Asset Management at the long/short equity hedge fund Owl Creek Asia based in Hong Kong from 2008 to 2017. Mr. Wang started his career as a senior analyst and was promoted to Assistant Portfolio Manager in 2013 and then to Co-Portfolio Manager in 2015. In the capacity of both Assistant Portfolio Manager and Co-Portfolio Manager, Mr. Wang was responsible for all aspects of the investment process. From 2004 to 2007, Mr. Wang was the General Manager, Corporate Finance Department of China Merchants (Holdings) International Ltd.
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.
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal Bradsher is the President of Broadwood Capital.
About Yunqi Capital
Yunqi Capital is a Hong Kong headquartered investment manager with over US$250 million in assets under management. The firm deploys a fundamental long-short equity strategy, with a concentrated portfolio, that is primarily invested in the equity securities of companies with a significant China connection. Yunqi Capital is led by CIO Chris Wang, an experienced portfolio manager with a strong track record of generating attractive returns on capital, controlling portfolio risk and managing investment teams.
Media Contact:
Connie Johnson
(626) 303-7902 (ext. 2207)