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

Rhea-AI Filing Summary

On 31 Jul 2025, RxSight (Nasdaq: RXST) expanded its Board from nine to ten seats and appointed Raymond W. Cohen—former Axonics CEO and veteran med-tech director—as a Class I director through the 2028 annual meeting. Cohen, 66, oversaw Axonics’ 2024 sale to Boston Scientific and holds multiple board roles across public and private device firms, bringing M&A and commercialization expertise to RxSight.

As a non-employee director he will receive the standard $50 k annual cash retainer, applicable committee fees, and an initial RSU grant valued at $277.5 k that vests annually over three years, contingent on continued service. The company executed its customary indemnification agreement with Cohen and confirmed no family relationships or related-party transactions. A press release dated 4 Aug 2025 (Ex. 99.1) formally announced the appointment.

Positive

• Appointment of experienced med-tech executive Raymond W. Cohen adds M&A and commercialization expertise that could enhance strategic direction and industry relationships.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board expansion and seasoned director addition improve governance depth; impact modest for valuation.

Adding Cohen lifts the board’s industry expertise, satisfies independence requirements and distributes committee workloads. His prior CEO and board experience, especially leading a successful exit to Boston Scientific, should enhance RxSight’s strategic oversight as the company scales commercial operations. Compensation and indemnification align with market norms, limiting shareholder dilution to a manageable sub-1% level. While governance quality improves, the filing contains no financial guidance, so immediate share-price impact is expected to be neutral.

Medical Device Industry Analyst

TL;DR: Cohen’s implantable-device track record could aid RxSight’s market penetration but is unlikely to shift near-term fundamentals.

Cohen steered Axonics from startup to a multibillion-dollar acquisition and chaired SoniVie’s sale, demonstrating skill in scaling revenue and attracting strategic buyers. His network and commercialization insight may accelerate RxSight’s adoption of its adjustable lens technology and strengthen potential partnership dialogues. Nevertheless, governance appointments rarely drive earnings; therefore, investor focus should remain on procedural volumes and reimbursement traction.

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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): July 31, 2025

RxSight, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40690	94-3268801
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
100 Columbia
Aliso Viejo, California				92656
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 521-7830

(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 $0.001 per share		RXST		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 July 31, 2025, the board of directors (the “Board”) of RxSight, Inc. (the “Company”) increased the number of its authorized directors from nine to ten, and appointed Raymond W. Cohen to fill the newly created opening on the Board, effective July 31, 2025. Mr. Cohen was appointed as a Class I director for a term which will expire at the Company’s 2028 annual meeting of stockholders, subject to his earlier resignation, death or removal.

Mr. Cohen, age 66, served from 2013 to late 2024 as the Chief Executive Officer and a member of the board of directors of Axonics, Inc. (Nasdaq: AXNX), a medical device company with implantable technologies to treat bladder and bowel disorders, which was sold to Boston Scientific Corporation (NYSE: BSX) in November 2024. From 2023 to 2025, Mr. Cohen served as the chairman of the board of directors of SoniVie Ltd until it was acquired by Boston Scientific Corporation in March 2025. Mr. Cohen currently serves as a member of the board of directors of Kestra Medical Technologies, Ltd. (Nasdaq: KMTS), InspireMD (Nasdaq: NSPR) as an independent director, chairman of the boards of directors of the privately held companies Nalu Medical Inc. and Archimedes Vascular, vice chairman of the board of directors of the privately held company Tulavi Medical, and a member of the board of directors of the private equity sponsor-backed company Spectrum Vascular. Previously, Mr. Cohen served as chairman of the board of directors of BioLife Solutions Inc. (Nasdaq: BLFS) and as a director of Spectrum Pharmaceuticals Inc. (Nasdaq: SPPI). Mr. Cohen received his B.S. in Business Management from Binghamton University.

We believe that Mr. Cohen is qualified to serve on the Board because of his leadership experience and commercial expertise in the medical device industry.

As a non-employee director, Mr. Cohen will participate in the Company’s compensation program applicable to all non-employee directors. Under the Company’s Outside Director Compensation Policy (the “Outside Director Compensation Policy”), each non-employee director receives a base annual retainer of $50,000, the non-executive chair receives an additional retainer of $50,000, and the lead director receives an additional retainer of $30,000. Board committee members receive additional annual cash compensation for service on Board committees as follows: Audit Committee of the Board, $10,000 for service as a member of the committee and an additional $10,000 for service as chair of the committee; Compensation Committee of the Board, $7,500 for service as a member of the committee and an additional $7,500 for service as chair of the committee; and Corporate Governance and Nominating Committee of the Board, $5,000 for service as a member of the committee and an additional $5,000 for service as chair of the committee. Pursuant to the Outside Director Compensation Policy, Mr. Cohen was granted an initial award of restricted stock units covering a number of shares of the Company’s common stock having a grant date fair value as determined in accordance with U.S. generally accepted accounting principles of $277,500, which award was granted on July 31, 2025, the first trading date on or after July 31, 2025, and will vest on an annual basis ratably over three years (subject to Mr. Cohen remaining a non-employee director through the applicable vesting date).

The Company also entered into an indemnification agreement with Mr. Cohen in the same form as its standard form of indemnification agreement with its other directors.
 

There are no family relationships between Mr. Cohen, on the one hand, and any director or executive officer of the Company, on the other hand, and Mr. Cohen was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Cohen has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

On August 4, 2025, the Company issued a press release announcing the appointment of Mr. Cohen as a director. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit number		Description
99.1		Press Release dated August 4, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			RxSight, Inc.
Date:	August 4, 2025	By:	/s/ Shelley Thunen
			Name: Shelley Thunen Title: Co-President and Chief Financial Officer

FAQ

Who was appointed to RxSight's Board of Directors?

RxSight appointed Raymond W. Cohen, former CEO of Axonics, as a Class I director effective 31 Jul 2025.

What is the term length for Raymond Cohen's directorship at RXST?

Cohen’s term runs until the 2028 annual meeting of stockholders, subject to earlier resignation or removal.

How is Raymond Cohen compensated as a non-employee director of RxSight?

He receives a $50 k annual cash retainer plus committee fees and an initial $277.5 k RSU grant vesting over three years.

Does Raymond Cohen have any related-party transactions with RxSight?

No. The filing states there are no related-party transactions or family relationships involving Mr. Cohen.

When did RxSight announce the board appointment publicly?

A press release dated 4 Aug 2025 (Exhibit 99.1) announced Cohen’s appointment.