LENSAR (NASDAQ: LNSR) terminates Alcon merger, retains $10M and plans strategy update
Rhea-AI Filing Summary
LENSAR, Inc. announced that it has terminated its previously agreed merger with Alcon Research, LLC. The parties signed a Termination and Mutual Release Agreement on March 16, 2026, ending the deal and releasing each other from claims related to the merger.
Under the termination terms, LENSAR will retain the $10.0 million deposit that Alcon had provided. LENSAR states it understands the Federal Trade Commission intends to seek to enjoin the acquisition, and that required U.S. regulatory approvals were unlikely before the merger’s outside dates in April or July 2026.
The company says it will continue as an independent medical technology business focused on its ALLY Robotic Cataract Laser System and plans to report fourth quarter and full-year 2025 financial results and a strategic update on March 31, 2026.
Positive
- LENSAR retains a $10.0 million cash deposit from Alcon under the termination agreement, providing a meaningful inflow to help offset significant transaction-related costs and fees cited by the company.
- Mutual release of merger-related claims reduces legal overhang, as LENSAR and Alcon agreed to release each other from liabilities arising out of the now-terminated merger agreement.
Negative
- Termination of the Alcon merger removes a potentially transformative acquisition outcome, leaving LENSAR to continue independently despite having prepared for a sale to a larger strategic buyer.
- Regulatory and transaction overhang persists, as LENSAR understands the FTC intends to seek to enjoin the acquisition and warns of significant merger-related costs, potential litigation, and possible adverse effects on customer, supplier, and personnel relationships.
- Standalone execution and financing risks are highlighted by the company, including challenges in growing its business and obtaining financing on favorable terms, or at all, following the terminated merger.
Insights
LENSAR’s sale to Alcon is terminated; it keeps a $10M deposit but remains exposed to standalone and regulatory-related risks.
The terminated merger with Alcon is a major strategic shift for LENSAR. Instead of becoming a wholly owned subsidiary, LENSAR continues as an independent company. The Termination and Mutual Release Agreement lets it retain the $10.0 million deposit while ending related claims.
Management notes it understands the Federal Trade Commission intends to seek to enjoin the acquisition, and that necessary U.S. regulatory approvals were unlikely before the outside dates in April 2026 or a possible extension to July 2026. The company highlights risks around transaction costs, potential litigation, and possible adverse effects on customer and partner relationships tied to the terminated merger.
LENSAR plans to outline its go-forward strategy and report Q4 and full-year 2025 results on March 31, 2026. Future disclosures around financial performance, transaction costs relative to the $10.0 million deposit, and its ability to grow the ALLY installed base will be important for understanding its standalone trajectory.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on March 23, 2025, LENSAR, Inc., a Delaware corporation (“LENSAR” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alcon Research, LLC, a Delaware limited liability company (“Alcon”), and VMI Option Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Alcon (“Merger Sub” and, together with the Company and Alcon, the “Parties”), pursuant to which, and on the terms and subject to the conditions therein, Merger Sub would merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Alcon.
On March 16, 2026, the Parties entered into a Termination and Mutual Release Agreement (the “Termination Agreement”), pursuant to which the Parties agreed that the Merger Agreement was terminated, effective immediately. Pursuant to the Termination Agreement, Alcon agreed that LENSAR will retain the $10,000,000 deposited with LENSAR pursuant to the Merger Agreement. The Parties also agreed to release each other from claims, demands, damages, actions, causes of action and liability relating to or arising out of the Merger Agreement and the transactions contemplated therein or thereby.
The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to the Company’s Current Report on Form 8-K filed on March 24, 2025, and the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On March 16, 2026, the Company issued a press release announcing the termination of the Merger Agreement and the entry into the Termination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.
The information included under this Item 7.01 (including Exhibit 99.1) 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 deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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. 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) risks related to disruption of management time from ongoing business operations due to the terminated merger with Alcon (the “Terminated Merger”); (ii) the risk that any announcements relating to the Terminated Merger could have adverse effects on the market price of the Company’s common stock; (iii) the significant costs, expenses and fees for professional services and other transaction costs in connection with the Terminated Merger and the risk that the deposit from Alcon retained
by the Company is insufficient to cover such costs, expenses and fees; (iv) the risk of any litigation related to the Terminated Merger; (v) the risk that the Terminated Merger could have an adverse effect on the ability of the Company to retain and maintain relationships with customers, suppliers and other business partners and retain and hire key personnel and on its operating results and business generally; and (vi) the risks inherent in Company’s ability to grow its business; and (vii) the Company’s ability to obtain financing on favorable terms, or at all. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Termination and Mutual Release Agreement, dated March 16, 2026, by and among Alcon Research LLC, VMI Option Merger Sub, Inc. and LENSAR, Inc. | |
| 99.1 | Press Release of LENSAR, Inc., dated March 16, 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.
| Dated: March 16, 2026 | LENSAR, INC. | |||||
| By: | /s/ Nicholas T. Curtis | |||||
| Name: | Nicholas T. Curtis | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
LENSAR® Announces Termination of Merger Agreement with Alcon Research, LLC
Company to Report Fourth Quarter Financial Results and Provide Strategic Update on March 31, 2026
ORLANDO, Fla., March 16, 2026 (GLOBE NEWSWIRE) — LENSAR, Inc. (Nasdaq: LNSR) (“LENSAR” or the “Company”), a global medical technology company focused on advanced robotic laser solutions for the treatment of cataracts, announced that it reached an agreement with Alcon Research, LLC (“Alcon”) to terminate the merger agreement between the parties.
We understand that the Federal Trade Commission intends to seek to enjoin the acquisition contemplated by the merger agreement. The Company and Alcon mutually agreed that terminating the merger agreement at this time is in the best interest of both companies, as the required closing condition of receiving necessary U.S. regulatory approvals is unlikely to be met by the merger agreement’s outside date of April 23, 2026 or the potential extended outside date of July 23, 2026. The Company will retain the $10.0 million deposit contemplated by the merger agreement.
“While we are disappointed with this outcome and the FTC’s intention to challenge the proposed transaction, we remain committed to advancing the field of cataract surgery through the continued market growth of our ALLY Robotic Cataract Laser System™. Since its commercial introduction in 2022, we believe it has become clearer every day that ALLY is the future of refractive cataract surgery. With ALLY, we were able to significantly extend our technology leadership position, established on the strength of our previous-generation LLS platform. We have expanded our footprint and LENSAR’s influence in the space, which supported market share gains and significant procedure growth. Our team is committed to realizing the full potential of our innovation and capturing the significant untapped opportunity that exists in the market we serve,” said Nick Curtis, President and CEO of LENSAR. “We are focused on continuing to drive the expansion of ALLY’s global installed base and procedure volumes, and creating long-term value for patients, our surgeon partners and shareholders. We will share more detail on our strategy when we release our financial results on March 31, 2026.”
Additional Information:
LENSAR plans to report fourth quarter and full-year 2025 financial results and additional details on its go-forward strategy on Tuesday, March 31, 2026, with a press release to be issued prior to the open of trading. The Company will host a conference call on March 31 at 8:30 a.m. Eastern Time. Details on how to access the conference call will be provided in an upcoming announcement.
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. 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) risks related to disruption of management time from ongoing business operations due to the terminated merger with Alcon (the “Terminated Merger”); (ii) the risk that any announcements relating to the Terminated Merger could have adverse effects on the market price of the Company’s common stock; (iii) the significant costs, expenses and fees for professional services and other transaction costs in connection with the Terminated Merger and
the risk that the deposit from Alcon retained by the Company is insufficient to cover such costs, expenses and fees; (iv) the risk of any litigation related to the Terminated Merger; (v) the risk that the Terminated Merger could have an adverse effect on the ability of the Company to retain and maintain relationships with customers, suppliers and other business partners and retain and hire key personnel and on its operating results and business generally; (vi) the risks inherent in Company’s ability to grow its business; and (vii) the Company’s ability to obtain financing on favorable terms, or at all. 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 |
Source: LENSAR, Inc.
FAQ
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