LENSAR updates timing of pending Alcon acquisition
LENSAR, Inc. provided an update on its pending acquisition by Alcon Research, LLC.
Rhea-AI Filing Summary
LENSAR, Inc. provided an update on its pending acquisition by Alcon Research, LLC. The companies continue to work with U.S. Federal Trade Commission staff following a Request for Additional Information and Documentary Material, known as a Second Request, related to the proposed transaction.
Based on the current regulatory review process, LENSAR now expects the Alcon transaction to close in the first half of 2026, subject to satisfaction of closing conditions, including FTC approval. The company also highlights risks that the deal may be delayed, may not close, could be terminated with a potential termination fee, and that its stock price may decline significantly if the transaction is not completed.
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Insights
LENSAR flags ongoing FTC review and shifts Alcon deal timing to first-half 2026.
LENSAR explains that its sale to Alcon remains pending while both parties respond to an FTC Second Request, which is a deeper antitrust review. This type of request typically means regulators are examining competitive effects of the combination more closely.
The company now expects closing in the first half of 2026, but explicitly conditions this on satisfying closing requirements, including FTC approval. It lists multiple risks, including potential failure to obtain approvals, termination of the merger agreement with a possible termination fee, legal proceedings, and the possibility of a significant stock price decline if the deal does not close.
8-K Event Classification
FAQ
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What did LENSAR (LNSR) announce about its pending acquisition by Alcon?
How is the FTC reviewing the proposed LENSAR (LNSR) and Alcon transaction?
When does LENSAR (LNSR) expect the Alcon acquisition to close?
What risks to the Alcon transaction does LENSAR (LNSR) highlight?
How could the pending Alcon deal affect LENSAR (LNSR) operations and staff?
Where can investors find other risk factors affecting LENSAR (LNSR) and the Alcon deal?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On February 25, 2026, LENSAR, Inc. issued a press release announcing an update on the status of its pending acquisition by Alcon Research, LLC. A copy of the press release is hereby furnished as Exhibit 99.1 to this Current Report.
The information contained in this Item 7.01 and in Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of LENSAR, Inc., dated February 25, 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.
| LENSAR, Inc. | ||||||
| Date: February 25, 2026 | By: | /s/ Nicholas T. Curtis | ||||
| Nicholas T. Curtis | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
LENSAR® Provides Update on Pending Acquisition by Alcon
ORLANDO, Fla. (February 25, 2026) - LENSAR, Inc. (Nasdaq: LNSR) (“LENSAR” or the “Company”), a global medical technology company focused on advanced robotic laser solutions for the treatment of cataracts, today provided an update on the status of its pending acquisition by Alcon Research, LLC (“Alcon”).
The Company and Alcon continue to cooperate with the U.S. Federal Trade Commission (the “FTC”) staff in a connection with its Request for Additional Information and Documentary Material (the “Second Request”) and related review of the proposed acquisition of the Company by Alcon (the “Alcon Transaction”). In light of this continued review process, the Company currently expects to close the transaction in the first half of 2026, subject to satisfaction of the applicable closing conditions, including receipt of regulatory approval from the FTC.
About LENSAR
LENSAR is a commercial-stage medical device company focused on designing, developing, and marketing advanced systems for the treatment of cataracts and the management of astigmatism as an integral aspect of the procedure. LENSAR has developed its ALLY Robotic Cataract Laser System™ as a compact, highly ergonomic system utilizing an extremely fast dual-modality laser and integrating AI into proprietary imaging and software. ALLY is designed to transform premium cataract surgery by utilizing LENSAR’s advanced robotic technologies with the ability to perform the entire procedure in a sterile operating room or in-office surgical suite, delivering operational efficiencies and reduced overhead. ALLY includes LENSAR’s proprietary Streamline® software technology, designed to guide surgeons to achieve better outcomes.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Alcon Transaction, regulatory review of the Alcon Transaction and the expected timing of the closing of the Alcon Transaction. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions.
Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various important factors, including, but not limited to: (i) the Alcon Transaction may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Company; (ii) the possibility that any or all of the various conditions to the consummation of the Alcon Transaction may not be satisfied or waived; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement related to the Alcon Transaction, including in circumstances which would require the Company to pay a termination fee or other expenses; (iv) the effect of the announcement or pendency of the merger on the Company’s ability to retain and hire key personnel, (v) the incurrence of transaction costs or adverse effects on its operating results and business generally; (vi) adverse consequences of legal proceedings instituted against the Company following the announcement of the Alcon Transaction; and (vii) the Company’s stock price may decline significantly if the Alcon Transaction is not consummated. In addition, a number of other important factors could cause the Company’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking
statements, including but not limited to the other important factors that are disclosed under the heading “Risk Factors” contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in its other filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, to be filed with the SEC, each accessible on the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at https://ir.lensar.com.
All forward-looking statements are expressly qualified in their entirety by such factors. Except as required by law, the Company undertakes no obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.
| Contacts: | Lee Roth | |
| Thomas R. Staab, II, CFO | Burns McClellan for LENSAR | |
| ir.contact@lensar.com | lroth@burnsmc.com |