[8-K] STAAR SURGICAL CO Reports Material Event

Rhea-AI Filing Summary

STAAR Surgical Company announced it has adjourned its special meeting of stockholders, originally set for October 23, 2025, to 8:30 a.m. Pacific Time on November 6, 2025. The meeting will consider, among other items, a proposal to adopt the Agreement and Plan of Merger entered on August 4, 2025 among STAAR, Alcon Research, LLC, and Rascasse Merger Sub, Inc.

The company noted that additional information is available in its definitive proxy statement filed on September 16, 2025, which was mailed to stockholders the same day. Documents are accessible at the SEC’s website and STAAR’s investor relations site.

Insights

M&A and Corporate Actions Analyst

Meeting adjourned; merger vote rescheduled to November 6.

The company postponed its stockholder meeting to consider adoption of the merger agreement with Alcon Research, LLC, resetting the session for November 6, 2025 at 8:30 a.m. Pacific Time. This is an administrative step that shifts the timing of the stockholder decision.

Completion of the transaction remains contingent on stockholder approval and other closing conditions referenced in the proxy statement. The filing also reiterates typical forward‑looking risks, including potential termination events and required regulatory approvals.

The key near-term milestone is the rescheduled meeting on November 6, 2025. Any subsequent updates would be reflected in company communications and SEC filings.

STAAR SURGICAL CO false 0000718937 0000718937 2025-10-23 2025-10-23

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): October 23, 2025

STAAR Surgical Company

(Exact name of registrant as specified in its charter)

Delaware		0-11634		95-3797439
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
25510 Commercentre Drive
Lake Forest, California				92630
(Address of principal executive offices)				(Zip Code)

626-303-7902

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

☐ 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		STAA		NASDAQ

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 8.01. Other Events.

On October 23, 2025, STAAR Surgical Company (the “Company”) published a press release announcing that Alcon Research, LLC (“Alcon”) and the Company have agreed to adjourn the special meeting of stockholders scheduled to be held on October 23, 2025 to vote upon, among other things, a proposal to adopt the Agreement and Plan of Merger that was entered into on August 4, 2025 by and among the Company, Alcon and Rascasse Merger Sub, Inc. (the “Merger Agreement”). The Company is adjourning the special meeting until 8:30 a.m. Pacific Time on November 6, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated October 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Additional Information About the Merger and Where to Find It

This communication relates to the proposed transaction involving STAAR. In connection with the proposed transaction, STAAR has filed relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including STAAR’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), on September 16, 2025. The Proxy Statement was first sent to STAAR stockholders on September 16, 2025. This communication is not a substitute for the Proxy Statement or any other document that STAAR may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF STAAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s website, www.sec.gov, or by visiting STAAR’s investor relations website, https://investors.staar.com.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Under SEC rules, STAAR and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the holders of STAAR’s common stock in connection with the proposed transaction. Information about the directors and executive officers of STAAR and their ownership of STAAR’s common stock is set forth in the Proxy Statement, the definitive proxy statement for STAAR’s 2025 Annual Meeting of Stockholders (the “Annual Proxy Statement”), which was filed with the SEC on April 24, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025058174/staa-20250424.htm), including the sections captioned “Compensation of Directors,” “Information Regarding Executive Officers” and “Security Ownership of Principal Shareholders and Management,” or its Annual Report on Form 10-K for the year ended December 27, 2024, which was filed with the SEC on February 21, 2025 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000718937/000095017025024813/staa-20241227.htm), and in other documents filed by STAAR with the SEC. To the extent holdings of such participants in STAAR’s securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by STAAR’s directors and executive officers. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.

Forward-Looking Statements

The information covered by this communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as “anticipate,” “believe,” “expect,” “plan,” “estimate,” “project,” “continue,” “will,” “should,” “may,” and similar terms. All statements in this communication that are not statements of historical fact are forward-looking statements. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Alcon merger agreement or could cause the consummation of the proposed transaction to be delayed or to fail to occur; (2) the failure to obtain approval of the proposed transaction from the Company’s stockholders; (3) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction; (5) the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (6) the ability of the Company to meet expectations regarding the timing and completion of the transaction; (7) the outcome of any legal proceedings that may be instituted against the Company related to the proposed transaction; (8) the possibility that the Company’s stock price may decline significantly if the proposed transaction is not consummated; and (9) other important factors set forth in the Proxy Statement under the caption “Risk Factors” and the Company’s Annual Report on Form 10-K for the year ended December 27, 2024 under the caption “Risk Factors,” as any such factors may be updated from time to time in the Company’s other filings with the SEC.

Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				STAAR Surgical Company
Date: October 23, 2025				By:		/s/ Stephen C. Farrell
				Name:		Stephen C. Farrell
				Title:		Chief Executive Officer

FAQ

What did STAAR Surgical (STAA) announce in its 8-K?

The company adjourned its special stockholder meeting and rescheduled it to November 6, 2025 at 8:30 a.m. PT.

What is the purpose of the rescheduled STAAR (STAA) special meeting?

Stockholders will consider, among other items, adopting the Agreement and Plan of Merger with Alcon Research, LLC and Rascasse Merger Sub, Inc..

When was the merger agreement between STAAR and Alcon signed?

The merger agreement was entered into on August 4, 2025.

When was STAAR’s definitive proxy statement for the merger filed and sent?

It was filed on September 16, 2025 and first sent to stockholders the same day.

Where can STAAR (STAA) investors find the proxy materials?

Materials are available at www.sec.gov and on STAAR’s investor relations site at https://investors.staar.com.

Does this filing make an offer to buy or sell securities?

No. It explicitly states it is not an offer or solicitation to buy or sell securities.