UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
STAAR Surgical Company
(Name of Registrant as Specified In Its Charter)
Broadwood Partners, L.P.
Broadwood Capital, Inc.
Neal C. Bradsher
Richard T. LeBuhn
Natalie R. Capasso
Raymond A. Myers
Jason J. Martin
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary
materials |
| ☐ | Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On October 14, 2025, Broadwood Partners, L.P.,
collectively with its affiliates, issued a press release, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Broadwood Partners, L.P., Broadwood Capital, Inc.,
Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the “Participants”)
are participants in the solicitation of proxies from the stockholders of STAAR Surgical Company (the “Company”) in connection
with the special meeting of stockholders scheduled for October 23, 2025 (including any adjournments, postponements, reschedulings or continuations
thereof, the “Special Meeting”). The Participants have filed a definitive proxy statement on Schedule 14A (the “Definitive
Proxy Statement”) and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies
from the Company’s stockholders for the Special Meeting. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURTIES
AND EXCHANGE COMMISSION (THE “SEC”) BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS
TO BE VOTED ON AT THE SPECIAL MEETING AND additional information relating to the Participants
and their direct or indirect interests, by security holdings or otherwise. The Definitive Proxy Statement and accompanying GREEN Proxy
Card have been furnished to some or all of the Company’s stockholders and will be, along with other relevant documents, available
at no charge on the SEC’s website at https://www.sec.gov/.
Information about the Participants and a description
of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants
with the SEC on September 26, 2025 and is available here.
Exhibit 1
Broadwood Partners Comments on STAAR Surgical’s
Late and Troubling Disclosure in Deeply Flawed Sale Process to Alcon
STAAR Belatedly Acknowledges Alternative
Interest in Acquiring the Company
Reveals Entire Board Was Not Aware of Additional
Interest When Recommending for Alcon Transaction
Broadwood Urges All Shareholders to Vote
“AGAINST” Proposed Acquisition by Alcon
NEW YORK--(BUSINESS WIRE)--Broadwood Partners, L.P.
and its affiliates (“Broadwood” or “we”) today commented on the recent Current Report on Form 8-K filed by STAAR
Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA) with the U.S. Securities and Exchange Commission (“SEC”)
of a “supplement” to the Company’s definitive proxy statement, filed on September 16, 2025, in connection with the proposed
acquisition of STAAR by Alcon Inc. (“Alcon”) (NYSE: ALC). Broadwood, which owns 27.5% of STAAR’s outstanding common
stock, continues to urge its fellow shareholders to vote on its GREEN Proxy Card “AGAINST” the
proposed acquisition on the terms announced August 5, 2025.
Neal C. Bradsher, Broadwood Founder and President,
said:
“Fully twelve days ago we revealed
that there was an outreach in April from the CEO of a strategic buyer that was seeking to engage in discussions regarding a transaction
with STAAR and that the outreach was ignored by STAAR’s CEO and Board Chair. STAAR first acknowledged this critical fact publicly
this morning, buried among a dozen pages of disclosure. Importantly, STAAR has now acknowledged that its CEO and Board Chair did not alert
fellow directors to this outreach, even though the potential counterparty has a strong strategic fit with STAAR and is backed by one of
the largest and most respected private equity firms in the world.
The disclosure of the outreach from a strategic
buyer, both to shareholders and to the other directors, is long overdue. It is completely unacceptable that the CEO and Board Chair of
STAAR sought approval from the Board on their favored Alcon transaction without full disclosure to their fellow directors. It is even
more disturbing that they have sought shareholder approval without disclosing this alternative interest until this morning. It is a breach
of trust and transparency.
We can only wonder what other critical
facts are as yet unknown to the rest of the Board and all shareholders. We again urge our fellow shareholders to vote AGAINST
this transaction.”
Shareholders can learn more at www.LetSTAARShine.com.
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood
Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal C. Bradsher is the President of Broadwood Capital.
Certain Information Concerning the Participants
Broadwood Partners, L.P., Broadwood Capital, Inc.,
Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the “Participants”)
are participants in the solicitation of proxies from the shareholders of STAAR in connection with the special meeting of shareholders
scheduled for October 23, 2025 (including any adjournments, postponements, reschedulings or continuations thereof, the “Special
Meeting”). The Participants have filed a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”)
and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company’s shareholders
for the Special Meeting. SHAREHOLDERS OF STAAR ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”)
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SPECIAL MEETING AND ADDITIONAL
INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive
Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of STAAR’s shareholders and will be,
along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.
Information about the Participants and a description
of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants
with the SEC on September 26, 2025 and is available here.
Contacts
Investor Contacts
John Ferguson / Joseph Mills
Saratoga Proxy Consulting LLC
jferguson@saratogaproxy.com
jmills@saratogaproxy.com
(212) 257-1311
(888) 368-0379
Media Contacts
Scott Deveau / Jeremy Jacobs
August Strategic Communications
Broadwood@AugustCo.com
(323) 892-5562
