[8-K] LENSAR, Inc. Reports Material Event

Rhea-AI Filing Summary

LENSAR, Inc. appointed Michael A. Rossi as Interim Chief Financial Officer and principal financial officer, effective May 29, 2026. Rossi, 52, has extensive healthcare and life sciences finance experience, including prior CFO roles at Access Vascular, ConcertAI and Harvard Bioscience.

The company entered a consulting agreement with Monomoy Advisors LLC, under which Monomoy makes Rossi available at a cash retainer of $375 per hour. LENSAR also set its 2026 virtual annual meeting for August 4, 2026, with holders of common stock and Series A Convertible Preferred Stock of record as of June 10, 2026 entitled to vote. Stockholder proposal and director nomination notices, including those under universal proxy rules, must be received by the company by the close of business on June 8, 2026.

Insights

Corporate governance analyst

Lensar installs an interim CFO and clarifies 2026 proxy deadlines.

LENSAR appointed Michael A. Rossi as Interim CFO and principal financial officer, using a consulting structure via Monomoy Advisors at $375 per hour. His background in healthcare, turnarounds and acquisitions suggests a focus on operational and financial discipline but the filing does not state specific plans.

The 2026 annual meeting is set for August 4, 2026 with a record date of June 10, 2026. Revised deadlines require stockholder proposals, bylaw nominations and universal-proxy notices to reach the company by June 8, 2026. Subsequent company communications may provide more detail on any strategic or capital allocation changes under the new interim finance leadership.

8-K Event Classification

3 items: 5.02, 5.08, 8.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Interim CFO effective date: May 29, 2026 Consulting retainer: $375 per hour 2026 annual meeting date: August 4, 2026 +3 more

6 metrics

Interim CFO effective date May 29, 2026 Start date for Michael A. Rossi as Interim CFO and principal financial officer

Consulting retainer $375 per hour Cash retainer paid to Monomoy Advisors LLC for Rossi’s services

2026 annual meeting date August 4, 2026 Scheduled date for LENSAR’s 2026 virtual annual meeting of stockholders

Record date for voting June 10, 2026 Holders of common and Series A Convertible Preferred Stock on this date may vote

Proposal and nomination deadline June 8, 2026 Deadline for Rule 14a-8 proposals, bylaw nominations and Rule 14a-19 notices

Rossi age 52 years Age of Michael A. Rossi at time of appointment as Interim CFO

Key Terms

Interim Chief Financial Officer, Series A Convertible Preferred Stock, Rule 14a-8, universal proxy rules, +1 more

5 terms

Interim Chief Financial Officer financial

"appointed Michael A. Rossi to serve as the Company’s Interim Chief Financial Officer and principal financial officer"

An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.

Series A Convertible Preferred Stock financial

"holders of record of common stock and Series A Convertible Preferred Stock outstanding as of the close of business on June 10, 2026"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Rule 14a-8 regulatory

"eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

universal proxy rules regulatory

"In addition to satisfying the above requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

Rule 14a-19 regulatory

"must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than June 8, 2026"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

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Understanding 8-K Material Events →

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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): May 25, 2026

LENSAR, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39473	32-0125724
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2800 Discovery Drive
Orlando, Florida				32826
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 888 536-7271

N/A

(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:

☐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 stock, par value $0.01 per share		LNSR		The Nasdaq Stock Market LLC

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 May 25, 2026, the Board of Directors (the “Board”) of LENSAR, Inc. (the “Company”) appointed Michael A. Rossi to serve as the Company’s Interim Chief Financial Officer and principal financial officer, effective as of May 29, 2026.

Mr. Rossi, 52, previously served as Chief Financial Officer of Access Vascular, Inc., an early commercial stage medical device company, from March 2025 to July 2025 after having served as a consulting CFO for Access Vascular from April 2024 to February 2025. He served as Chief Financial Officer of ConcertAI LLC, a data, software and AI company serving life sciences and healthcare, from February 2023 to September 2023. Prior to these roles, Mr. Rossi served as Chief Financial Officer of Harvard Bioscience, Inc. (Nasdaq: HBIO), a life science tools company, from July 2019 to December 2022, and as Chief Financial Officer of various other companies within the healthcare industry. Mr. Rossi brings significant experience with turnarounds and driving financial and operational improvements within complex middle market healthcare businesses. He also has over twenty years of public company and private equity finance and accounting experience as well as experience driving strategic acquisitions and managing debt and liquidity during both periods of growth and business downturns. Earlier in his career, Mr. Rossi held finance roles of increasing responsibility at various public companies, and he began his professional career as an accountant at PricewaterhouseCoopers. Mr. Rossi earned a B.S. in accounting from Babson College and an MBA from Babson College’s Olin School of Management.

In connection with Mr. Rossi’s appointment, the Company entered into a consulting agreement with Monomoy Advisors LLC (“Monomoy”) pursuant to which Monomoy will make Mr. Rossi available to serve as the Company’s Interim Chief Financial Officer and principal financial officer in exchange for a cash retainer of $375 per hour.

Mr. Rossi is expected to enter into the Company’s standard indemnification agreement for directors and officers.

Item 5.08 Shareholder Director Nominations

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

On May 28, 2026, the Company announced that its 2026 annual meeting of stockholders (the “2026 Annual Meeting”) has been scheduled for August 4, 2026 and is to be held virtually. All holders of record of common stock and Series A Convertible Preferred Stock outstanding as of the close of business on June 10, 2026 will be entitled to vote at the 2026 Annual Meeting. The time and website address for the 2026 Annual Meeting will be set forth in the Company’s definitive proxy statement for the 2026 Annual Meeting.

As the 2026 Annual Meeting is being held more than 30 days before the anniversary of the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) under Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and by more than 30 days before anniversary of the 2025 Annual Meeting under the Company’s Amended and Restated Bylaws (the “Bylaws”), the Company is hereby providing notice of the below revised deadlines for qualified stockholder proposals and stockholder nominations.

In order for a stockholder proposal for the 2026 Annual Meeting to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act, the Company must receive the proposal and supporting statements at its principal executive offices no later than the close of business on June 8, 2026. Stockholder proposals and director nominations brought under the Bylaws, which would not be included in the proxy materials for the 2026 Annual Meeting, must comply with advance notice provisions set forth in the Company’s Bylaws. For any such proposed business or nomination to be considered properly brought before the 2026 Annual Meeting, the Company must receive written notice of such business or nomination at its principal executive offices no later than the close of business on June 8, 2026 (which is the tenth (10th) day following the date of this Current Report on Form 8-K). Any notice of proposed business or nomination must comply with the specific requirements set forth in Rule 14a-8 and the Bylaws, as applicable.

In addition to satisfying the above requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than June 8, 2026 at the Company’s principal executive offices.

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:	May 29, 2026	By:	/s/ Nicholas T. Curtis
			Nicholas T. Curtis Chief Executive Officer

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