[SCHEDULE 13D/A] Staar Surgical Co SEC Filing

Rhea-AI Filing Summary

Broadwood Partners, Broadwood Capital and Neal C. Bradsher disclose a combined stake in STAAR SURGICAL CO equal to 27.3% of the outstanding common stock. The filing states Broadwood Partners beneficially owns 13,519,491 shares and Mr. Bradsher beneficially owns 13,545,391 shares based on 49,553,035 shares outstanding. The Reporting Persons say they intend to vote against the definitive merger agreement under which Alcon would acquire STAAR and have issued a related press release. They also state they are exploring strategic alternatives, including contacting potential strategic and financial partners, and reserve the right to change their holdings or take other actions depending on market and deal developments.

Insights

Financial Analyst

TL;DR: A 27.3% block stake and explicit opposition to the Alcon merger is material and could alter transaction dynamics.

The Reporting Persons hold a significant minority position representing 27.3% of STAAR's shares and have publicly declared intent to vote against the proposed Alcon transaction. That holding size gives them substantial influence over shareholder vote outcomes and negotiating leverage. Their stated exploration of alternatives indicates potential for solicitation of rival bids or proxy activity. There are no disclosed plans to propose specific corporate actions today, but the combination of sizable ownership and active engagement is a material development for investors and transaction counterparties.

M&A Specialist

TL;DR: Broadwood's stance introduces a credible obstacle to closing the announced Alcon merger and may prompt deal re-evaluation.

With shared voting power over 13,519,491 shares and Mr. Bradsher holding a small portion of sole voting power, Broadwood's opposition is likely to be factored into Alcon's closing calculus. The filing confirms outreach to potential alternative strategic and financial partners, signaling a possible campaign to seek a superior proposal or enhanced terms. The filing does not detail any definitive alternative proposal or litigation strategy, so the near-term outcome remains uncertain.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 36)

STAAR SURGICAL CO

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

852312305

(CUSIP Number)

Neal C. Bradsher
c/o Broadwood Capital, Inc., 156 West 56th Street, 3rd Floor
New York, NY, 10019
(212) 508-5735

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Broadwood Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,519,491.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,519,491.00

11

Aggregate amount beneficially owned by each reporting person

13,519,491.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Broadwood Capital, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,519,491.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,519,491.00

11

Aggregate amount beneficially owned by each reporting person

13,519,491.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.3 %

14

Type of Reporting Person (See Instructions)

CO, IA

SCHEDULE 13D

CUSIP No. 852312305

1

Name of reporting person

Neal C. Bradsher

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 25,900.00
8	Shared Voting Power 13,519,491.00
9	Sole Dispositive Power 25,900.00
10	Shared Dispositive Power 13,519,491.00

11

Aggregate amount beneficially owned by each reporting person

13,545,391.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.3 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: STAAR SURGICAL CO
(c)	Address of Issuer's Principal Executive Offices: 25510 Commercentre Drive, Lake Forest, CALIFORNIA , 92630.
Item 2.	Identity and Background
(a)	(a), (f) The persons filing this statement are: (i) Broadwood Partners, L.P., a Delaware limited partnership ("Broadwood Partners"); (ii) Broadwood Capital, Inc., a New York corporation ("Broadwood Capital"); and (iii) Neal C. Bradsher, a United States citizen ("Mr. Bradsher", and collectively with Broadwood Partners and Broadwood Capital, the "Reporting Persons").
(b)	(b), (c) Broadwood Capital is an investment adviser registered with the Securities and Exchange Commission that is principally engaged in the business of providing investment advisory services. Broadwood Partners is a pooled investment vehicle that is principally engaged in the business of investing its assets in securities. Broadwood Capital serves as the general partner of Broadwood Partners. Neal Bradsher is the President of Broadwood Capital. The principal business address of the Reporting Persons is: c/o Broadwood Capital, Inc., 156 West 56th Street, 3rd Floor, New York, New York 10019.
(d)	None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	The funds for the purchase of the 13,519,491 Shares beneficially owned by Broadwood Partners came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 13,519,491 Shares beneficially owned by Broadwood Capital came from the working capital of Broadwood Partners, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. The funds for the purchase of the 13,545,391 Shares beneficially owned by Mr. Bradsher came from his personal funds and the working capital of Broadwood Partners. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
Item 4.	Purpose of Transaction
	On August 5, 2025, the Issuer announced that it had entered into a definitive merger agreement through which Alcon will acquire the Issuer. The Reporting Persons presently intend to vote against the merger and have issued a press release on this topic today that is attached as Exhibit B. The Reporting Persons also continue to explore strategic alternatives to the merger, including through contact with possible alternative strategic and financial partners for the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis, taking into account the merger agreement. Depending on various factors including, without limitation, the Issuer's financial position, the terms of the merger agreement, a potential superior offer, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. In that regard, the Reporting Persons have been and may continue to be in contact with members of the Issuer's management, Board, other significant shareholders, potential alternative strategic and financial partners for the Issuer, and others regarding alternatives that could be employed to create additional shareholder value, whether in the near or long term. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.
Item 5.	Interest in Securities of the Issuer
(a)	(a)-(d) As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 13,519,491 Shares, constituting 27.3% of the Shares, based upon 49,553,035 Shares outstanding as of the date hereof. Broadwood Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 13,519,491 Shares. Broadwood Partners has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 13,519,491 Shares. As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 13,519,491 Shares, constituting 27.3% of the Shares, based upon 49,553,035 Shares outstanding as of the date hereof. Broadwood Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 13,519,491 Shares. Broadwood Capital has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 13,519,491 Shares. As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 13,545,391 Shares, constituting 27.3% of the Shares, based upon 49,553,035 Shares outstanding as of the date hereof. Mr. Bradsher has the sole power to vote or direct the vote of 25,900 Shares and the shared power to vote or direct the vote of 13,519,491 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 25,900 Shares and the shared power to dispose or direct the disposition 13,519,491 Shares. There have been no transactions in the Shares by the Reporting Persons during the past sixty days.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement Exhibit B: Press Release

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Broadwood Partners, L.P.

Signature:	/s/ Neal C. Bradsher*
Name/Title:	Neal C. Bradsher / President of Broadwood Capital, Inc.
Date:	09/02/2025

Broadwood Capital, Inc.

Signature:	/s/ Neal C. Bradsher*
Name/Title:	Neal C. Bradsher / President
Date:	09/02/2025

Neal C. Bradsher

Signature:	/s/ Neal C. Bradsher*
Name/Title:	Neal C. Bradsher
Date:	09/02/2025

Comments accompanying signature:

* This Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

FAQ

What stake does Broadwood report in STAAR Surgical (STAA)?

The Reporting Persons disclose beneficial ownership of 13,519,491 shares (27.3%) for Broadwood Partners and 13,545,391 shares (27.3%) for Neal C. Bradsher, based on 49,553,035 shares outstanding.

Will Broadwood vote for the Alcon merger with STAAR (STAA)?

No. The filing states the Reporting Persons intend to vote against the definitive merger agreement under which Alcon would acquire STAAR.

Are Broadwood planning any alternative transactions for STAAR (STAA)?

They are exploring strategic alternatives and contacting potential strategic and financial partners, but no definitive alternative proposal is disclosed.

Did Broadwood use borrowed funds to acquire the STAAR shares?

No. The filing states the shares were purchased using working capital and personal funds, with no borrowed funds used other than routine working capital borrowings.

Have there been recent transactions in STAAR shares by Broadwood?

The filing states there have been no transactions in the shares by the Reporting Persons during the past sixty days.