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Staar Surgical Co 8-K Filings

STAA NASDAQ

Every 8-K that Staar Surgical Co (STAA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow STAA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full STAA filings page.

Rhea-AI Summary

STAAR Surgical Company (STAA) appointed former CEO David Bailey as Chief Commercial Officer, effective September 8, 2026. He joins the executive committee and reports to President and CEO Warren Foust. Bailey previously led STAAR as President and CEO from 2001 to 2008 and President of International Operations from 2008 to 2011.

Under his offer letter, Bailey receives a base salary of CHF 462,825 (approximately $575,000) per year, with a target 2026 cash bonus equal to 60% of base salary, both prorated from his start date. He will receive an initial RSU grant valued at $850,000, vesting in three equal annual installments, and a prorated 2026 long‑term incentive award valued at $1,400,000, split 50% stock options and 50% RSUs. The company highlights his earlier tenure, during which it reports raising more than $60 million, securing FDA approval of the ICL in 2005, and growing ICL revenues to about $32 million by 2011, and notes that more than 4 million ICLs have been sold in over 85 countries to date.

Rhea-AI Summary

STAAR Surgical Company reported a strong rebound for the second quarter ended July 3, 2026. Net sales were $93.5 million, up 111.0% year over year, with net sales excluding China of $41.2 million, up 6.0%. China contributed $52.3 million of sales, up over 100% year over year and 10% sequentially, and APAC sales overall rose 189% year over year. The Americas grew 12%, while EMEA declined 1%, though EMEA excluding the Middle East grew 12%.

Gross margin improved to 74.5% from 74.0%. The company swung to net income of $8.1 million, or $0.16 per diluted share, from a net loss of $(16.8) million, or $(0.34) per share, a year earlier. Adjusted EBITDA was $20.0 million, or $0.39 per diluted share, versus an Adjusted EBITDA loss of $(14.8) million a year ago. Operating income was $10.1 million, compared with an operating loss of $(30.0) million.

Cash, cash equivalents, and investments available for sale totaled $181.5 million at July 3, 2026, up from $163.9 million at the end of the first quarter of 2026, and the company reported no outstanding debt. Management highlighted strong EVO ICL adoption in China and Japan, double-digit growth in the Americas and EMEA ex-Middle East, and ongoing ERP and AI-related investments aimed at improving operating leverage.

Rhea-AI Summary

STAAR Surgical Company appointed Warren Foust as President and Chief Executive Officer and a new member of the Board, effective August 4, 2026, after he had served as Interim Co‑CEO, President and COO. Deborah Andrews ends her Interim Co‑CEO role, continues as Chief Financial Officer, and is promoted to Executive Vice President.

Under an offer letter, Foust receives a base salary of $730,000, a 2026 cash bonus targeted at 70% of salary from the start of fiscal 2026 through January 31 and 100% thereafter, and equity grants of 22,493 RSUs, 40,471 time‑vesting options and 131,830 performance‑vesting options tied to $50, $75 and $100 share‑price hurdles, plus additional 2027 RSUs and options pulled forward. He also enters amended severance and change‑in‑control agreements providing 18 months of base pay and benefits, and in a change in control also earned and target bonus amounts, upon a qualifying termination. Andrews receives time‑ and performance‑based options for 8,952 and 29,159 shares and 4,975 RSUs aligned with her new EVP role under the omnibus equity plan.

Rhea-AI Summary

STAAR Surgical Company reported results from its 2026 Annual Meeting of Shareholders held on June 18, 2026. Shareholders approved Amendment No. 2 to the Amended and Restated Omnibus Equity Incentive Plan, increasing the shares of common stock reserved for issuance under the plan by 3,900,000 shares.

Seven directors were elected to serve until the 2027 annual meeting or until successors are elected and qualified. Shareholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending January 1, 2027 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. As of April 20, 2026, there were 49,788,295 outstanding common shares, and a quorum of 43,680,435 shares was represented at the meeting.

Rhea-AI Summary

STAAR Surgical Company updated the compensation of Deborah Andrews, its Interim Co-Chief Executive Officer and Chief Financial Officer. Effective June 8, 2026, her annual base salary increases from $512,000 to $575,000. Her target annual cash bonus also rises from 55% to 60% of base salary, reflecting a review of market data and her contributions to the company’s strategic and operational objectives.

Rhea-AI Summary

STAAR Surgical reported a sharp turnaround in first quarter 2026. Net sales reached $93.5 million, up 119.6% from $42.6 million a year earlier, driven mainly by a recovery in China and double-digit growth in the Americas.

Gross margin improved to 73.6% from 65.8%, and the company moved from a net loss of $54.2 million to net income of $5.2 million, or $0.10 per diluted share. Adjusted EBITDA shifted from a loss of $26.3 million to a gain of $24.4 million, reflecting higher gross profit and lower operating expenses.

China net sales grew to $47.4 million, helped by strong demand for EVO+ ICL and normalized distributor inventory, while net sales excluding China were $46.1 million, up 6.0%. Cash, cash equivalents, and investments totaled $163.9 million at April 3, 2026, and the company reported no outstanding debt.

Rhea-AI Summary

STAAR Surgical Company released preliminary results showing strong first quarter 2026 momentum. Net sales for the quarter ended April 3, 2026 are expected to exceed $90 million, up sharply from $42.6 million in the first quarter of 2025, driven mainly by growth in China and continued double-digit growth in the Americas.

The company cites a significantly improved cost structure and expects a meaningful improvement in adjusted EBITDA for the quarter. Management also notes that geopolitical and macroeconomic challenges, particularly in parts of the Middle East, EMEA and APAC, have weighed on sales there and could continue to do so. STAAR plans to report full first quarter 2026 results and file its 10-Q in early May 2026.

Rhea-AI Summary

STAAR Surgical reported a difficult 2025, with full-year net sales of $239.4 million, down 23.7%, and a net loss of $80.4 million or $1.62 per share versus a $20.2 million loss a year earlier. The decline was driven mainly by reduced distributor and channel inventory in China, partially offset by 6.6% growth in net sales outside China to $161.7 million. Fourth-quarter net sales were $57.8 million, up 18.1% year over year, while the net loss improved to $18.3 million from $34.2 million, helped by a higher gross margin of 75.7% and lower underlying operating expenses.

Operating expenses in 2025 were $274.1 million, including $17.1 million of merger costs and $28.6 million of restructuring, but excluding these, expenses fell 9.4% to $228.4 million. Adjusted EBITDA was a loss of $6.6 million, compared with income of $23.2 million in 2024. The company ended the year with $187.5 million in cash, cash equivalents and investments available for sale, no debt, and repurchased about 376,000 shares for $6.5 million at an average price of $17.20 per share.

Management highlighted improved in-market demand and normalized inventories in China, strong early demand for the higher-priced EVO+ lens, and a manufacturing ramp in Switzerland designed to avoid US‑China tariff volatility. After shareholders rejected a proposed merger with Alcon in January 2026, STAAR appointed Warren Foust and Deborah Andrews as interim co‑CEOs and emphasized renewed focus on revenue growth, profit expansion and innovation as a standalone company.

Rhea-AI Summary

STAAR Surgical Company reported that Chief Legal Officer and Corporate Secretary Nathaniel Sisitsky entered a letter agreement providing for his termination of employment, effective February 4, 2026, which will be treated as a termination by the company without cause.

Under the agreement, and consistent with his prior severance arrangement, he is eligible for 12 months of base salary and 12 months of reimbursed insurance premiums, subject to a general release. He will also receive his 2025 annual bonus on the same basis as executives who remain employed, plus a remaining cash recognition and retention award installment of $75,000.

STAAR Surgical also entered into a consulting agreement under which Sisitsky will provide legal transition services through March 13, 2026, or earlier if agreed, for fees of $8,000 per week and a potential $10,000 completion fee. Restricted stock units scheduled to vest in March 2026 vested as of his separation date, while all other unvested equity awards were forfeited.

Rhea-AI Summary

STAAR Surgical Company appointed Warren Foust and Deborah Andrews as Interim Co‑Chief Executive Officers effective February 1, 2026, following the previously announced departure of CEO Stephen C. Farrell. The Board has formed a search committee and begun a global search for a permanent Chief Executive Officer.

Foust, currently President and Chief Operating Officer, and Andrews, currently Chief Financial Officer, will retain their existing roles while serving as Interim Co‑CEOs. Each will receive restricted stock units with a grant date fair value of $375,000, scheduled to vest on August 1, 2026 or an earlier date under the grant terms.

The company entered into a letter agreement with Foust setting his Interim Co‑CEO term through the earlier of August 1, 2026 or public announcement of a new CEO and clarifying when his resignation or termination would trigger “Good Reason” treatment and enhanced vesting and severance benefits under his existing agreements.

Rhea-AI Summary

STAAR Surgical Company reported several corporate governance changes centered on its Board of Directors. Effective January 15, 2026, the Board elected Neal C. Bradsher as Board Chair. Bradsher is the founder and president of Broadwood Capital, Inc., whose affiliate Broadwood Partners, L.P. is currently the company’s largest stockholder.

The Board restructured its three standing committees so that the Audit, Compensation, and Nominating and Governance committees are each composed entirely of independent directors. STAAR notified NASDAQ that it has regained compliance with the Audit Committee independence requirements under NASDAQ Listing Rule 5605, so it is no longer operating under a cure period.

The Board also created two new committees: a Search Committee to help guide decisions on company leadership, including identifying a successor to the Chief Executive Officer, and an Insight and Engagement Committee to strengthen engagement with management, stakeholders, and industry experts. Non-employee directors, including the new Board Chair, will be eligible for compensation for these roles under the existing director compensation program.

Rhea-AI Summary

STAAR Surgical Company entered a cooperation agreement with major stockholder Broadwood Partners, L.P., leading to significant board and leadership changes. The Board size increased from six to seven directors, two directors, including CEO and director Stephen C. Farrell and director Elizabeth Yeu, MD, resigned from the Board, and three new directors, Neal C. Bradsher, Richard T. LeBuhn and Christopher Min Fang Wang, were appointed and will be nominated for election at the 2026 annual meeting. Mr. Farrell will step down as Chief Executive Officer effective January 31, 2026, or earlier as determined by the Board, and will provide consulting services for one year at $45,000 per month, with severance and continued equity treatment as outlined in his agreements. Following Dr. Yeu’s resignation, the Company no longer meets NASDAQ’s requirement for three independent audit committee members and has notified NASDAQ of its intent to use the cure period to regain compliance. Broadwood agreed not to seek a special meeting of stockholders until June 18, 2026, and the parties exchanged customary non-disparagement and releases.

Rhea-AI Summary

STAAR Surgical Company reported that its planned merger with Alcon Research, LLC has been terminated in accordance with the merger agreement, effective January 6, 2026. No termination fee will be paid by STAAR, Alcon, or the merger subsidiary, and each party will cover its own costs and expenses related to the proposed transaction.

On the same date, STAAR held a special stockholder meeting to vote on proposals related to the merger. Of 49,365,823 shares of common stock outstanding as of the October 24, 2025 record date, 43,367,928 shares, or about 87.9% of the voting power, were represented, establishing a quorum. Stockholders did not approve the merger proposal, with 14,904,915 votes for, 27,339,877 against, and 1,123,136 abstentions, and also did not approve the merger-related compensation proposal, with 14,224,065 votes for, 27,905,792 against, and 1,238,071 abstentions.

Rhea-AI Summary

STAAR Surgical Company reported that it held a special meeting of stockholders on January 6, 2026 to consider proposals related to its Agreement and Plan of Merger with Alcon Research, LLC and Rascasse Merger Sub, Inc. The merger agreement was originally dated August 4, 2025 and had been amended on November 7, 2025 and December 9, 2025. The company stated that it issued a press release announcing the preliminary voting results from this special meeting, which is included as Exhibit 99.1 to the report.

Rhea-AI Summary

STAAR Surgical Company reported that it issued a press release announcing the results of its “go-shop” process related to its previously announced merger agreement with Alcon Research, LLC and Rascasse Merger Sub, Inc. The go-shop period, established under an amendment to the merger agreement, expired at 11:59 p.m. Eastern Time on December 6, 2025.

The company explains that the proposed transaction is still subject to approval by its stockholders, required regulatory clearances and other closing conditions, and it points investors to its definitive proxy statement and other SEC filings for detailed information, including risk factors describing circumstances that could delay, terminate or otherwise affect completion of the merger.

Rhea-AI Summary

STAAR Surgical Company entered into Amendment No. 1 to its merger agreement with Alcon Research, LLC and Rascasse Merger Sub, Inc., adding a go-shop window and adjusting termination terms.

The amendment permits the Company to solicit, facilitate and encourage Acquisition Proposals, including by sharing non-public information, from November 7, 2025 until December 6, 2025 at 11:59 p.m. Eastern Time. After the go-shop, standard non-solicitation applies, but the Company may continue engaging with any third party that submitted a written proposal the board determines could lead to a Superior Offer. Before terminating to accept a Superior Offer, the Company must give Alcon at least four business days’ prior written notice; Alcon does not receive a match right. In specified Qualified Bidder scenarios tied to Superior Offers, the termination fee is $0.

Separately, the special meeting to vote on the merger has been postponed to December 19, 2025 at 8:30 a.m. Pacific Time. The record date remains the close of business on October 24, 2025.

Rhea-AI Summary

STAAR Surgical Company furnished a press release reporting its financial results for the quarter ended September 26, 2025. The release is provided as Exhibit 99.1 to this report.

The information furnished under Item 2.02 is expressly stated as not being “filed” for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into Securities Act or Exchange Act filings.

Rhea-AI Summary

STAAR Surgical Company postponed its special stockholder meeting to vote on adopting the Agreement and Plan of Merger with Alcon to December 3, 2025 at 8:30 a.m. Pacific Time. The meeting had been previously adjourned to November 6, 2025.

The new record date is October 24, 2025, and stockholders of record as of that date may vote at the rescheduled meeting. The company noted that a definitive proxy statement on Schedule 14A was filed on September 16, 2025, and referenced standard forward‑looking risk factors related to stockholder approval, regulatory clearances, and closing conditions.

The announcement was made via press release attached as Exhibit 99.1. The communication states it is not an offer or solicitation.

Rhea-AI 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.

Rhea-AI Summary

STAAR Surgical Company reported that it issued a press release with preliminary net sales results for the quarter ended September 26, 2025. The press release is furnished as Exhibit 99.1 to this report.

This update is an early look at sales performance for the most recent quarter and directs readers to the attached exhibit for specific figures and details.

Rhea-AI Summary

STAAR Surgical (STAA) filed an 8-K supplementing its proxy for the proposed merger with Alcon at $28.00 per share. The company disclosed that it will provide additional proxy information ahead of the October 23, 2025 special meeting to adopt the Merger Agreement.

STAAR summarized recent process details and market checks, noting outreach from potential parties and that no competing proposals emerged during the 45-day window shop period ending September 19, 2025. It also highlighted investor positions disclosed since announcement, including Broadwood’s reported 27.3% beneficial ownership and stated opposition, Yunqi’s approximately 5.1% opposition, and support from Soleus at roughly 6%.

The filing adds valuation context from Citi’s analyses: a selected companies EV/2026E revenue range implying about $16.35–$23.80 per share, selected precedent transactions implying about $17.15–$30.80, and a discounted cash flow range of about $17.70–$37.50, each compared with the $28.00 merger consideration.

Rhea-AI Summary

STAAR Surgical Company furnished an investor presentation and related press release explaining why its proposed merger with Alcon is presented as maximizing value for stockholders. These materials, dated September 26, 2025, are provided as exhibits and are described as being furnished under Regulation FD rather than filed, which limits their use in certain legal contexts. The company reminds investors that detailed information about the merger and the related vote is contained in its definitive proxy statement on Schedule 14A filed and first sent to stockholders on September 16, 2025. The communication also includes extensive forward-looking statement language outlining risks that could delay, prevent or affect the merger, such as failure to obtain stockholder or regulatory approvals, possible termination of the merger agreement, business disruption, retention of key personnel, potential legal proceedings, and stock price impacts if the transaction does not close.

Rhea-AI Summary

STAAR Surgical (STAA) entered into a definitive Agreement and Plan of Merger on 4-Aug-2025 with Alcon Research, LLC. Alcon will acquire STAAR through Rascasse Merger Sub in an all-cash transaction valued at $28.00 per share; STAAR will survive as a wholly owned subsidiary and its stock will be delisted from NASDAQ post-close.

Principal conditions include: (i) adoption of the Merger Agreement by STAAR stockholders, (ii) expiration of the HSR waiting period and other specified regulatory clearances, (iii) absence of prohibitive laws in key jurisdictions, (iv) accuracy of reps & warranties and material covenant compliance, and (v) no continuing material adverse effect on STAAR. Availability of financing is not a closing condition.

Termination framework: either party may terminate if the deal is not completed by 4-Aug-2026 (extendable three months) or upon specified breaches/failures. STAAR must pay Alcon a $43.4 m break-up fee (reduced to $14.5 m for qualified-bidder scenarios) in certain circumstances. Alcon must pay STAAR $72.4 m if regulatory approvals cannot be obtained. Specific-performance remedies are available.

The board unanimously deemed the deal fair and will recommend approval. A shareholder meeting date will be announced, and a Schedule 14A proxy statement will be filed. A joint press release was issued on 5-Aug-2025 (Exhibit 99.1).

Rhea-AI Summary

STAAR Surgical (NASDAQ:STAA) announced the appointment of Deborah Andrews as Chief Financial Officer, effective June 25, 2025. Andrews, who has served as Interim CFO since March 2025, previously retired from STAAR in 2020 after over 20 years with the company, including serving as CFO from 2017-2020.

Under her compensation package, Andrews will receive a $495,000 annual base salary with a 55% target bonus and equity awards valued at $1.4 million. The company also announced the formation of a new Capital Stewardship Committee, chaired by board member Lilian Y. Zhou, to oversee financial strategies and capital allocation.

Rhea-AI Summary

On 18 June 2025, STAAR Surgical Company (STAA) convened its 2025 Annual Meeting of Shareholders with a strong quorum of 44,746,693 shares (≈90% of the 49.5 million outstanding).

Director elections (Proposal 1): All six nominees were re-elected for terms expiring at the 2026 meeting. Shareholder support ranged from 96%–99% of votes cast, with Arthur C. Butcher receiving 41.1 million “For” votes and Lilian Y. Zhou receiving 41.9 million.

Auditor ratification (Proposal 2): BDO USA, P.C. was confirmed as independent auditor for fiscal 2025 with 44,463,071 “For” votes (≈99%), only 273,085 “Against,” and 10,537 abstentions.

Say-on-Pay advisory vote (Proposal 3): Compensation of named executive officers was approved on a non-binding basis, receiving 41,130,690 “For” votes (≈97.5%), 1,049,897 “Against,” 24,667 abstentions, and 2,541,439 broker non-votes.

No other matters were brought before the meeting, and no substantive changes to corporate strategy or financial guidance were disclosed.