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

Rhea-AI Filing Summary

Broadwood Partners, L.P., Broadwood Capital, Inc. and Neal C. Bradsher (collectively the “Reporting Persons”) filed Amendment No. 35 to Schedule 13D on STAAR Surgical Company (NASDAQ: STAA). The group now reports beneficial ownership of 13,545,391 common shares (13,519,491 held jointly plus 25,900 held solely by Bradsher), representing 27.3 % of the 49,553,035 shares outstanding. Voting and dispositive power is shared over virtually all shares, underscoring the bloc’s ability to influence corporate actions.

On 5 Aug 2025 STAAR announced a definitive agreement to be acquired by Alcon. The Reporting Persons have not decided how they will vote on the transaction and are demanding books & records under Delaware §220 to evaluate the sale process. They are also exploring strategic alternatives, including contacting other potential bidders, and reserve the right to alter their holdings or take additional actions. No share transactions were executed in the past 60 days, and no borrowings were used to finance the stake.

Insights

M&A Specialist

TL;DR – 27.3 % holder questions Alcon deal; vote still undecided, raising execution risk.

Broadwood’s sizable stake gives it practical veto power over the Alcon merger, especially if the agreement requires a majority-of-outstanding vote. The §220 demand suggests concerns about process fairness and value maximization. While no explicit opposition is declared, the filing signals willingness to solicit alternative bids, which can prolong timelines or extract a higher price. Absence of recent trading indicates commitment to retaining influence. Overall impact: heightened deal uncertainty rather than immediate collapse.

Corporate Governance Analyst

TL;DR – Governance activism underway; Broadwood seeks diligence on board’s sale process.

The filing highlights active monitoring of fiduciary obligations. By requesting records, Broadwood pressures the board to demonstrate a robust auction and could strengthen any future appraisal or litigation stance. Investors should watch for subsequent filings—opposition from a 27 % holder can materially sway ISS/Glass Lewis recommendations and voting outcomes. Potential for a superior proposal exists but is speculative; immediate takeaway is elevated governance scrutiny and possible legal friction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 35)

STAAR Surgical Company

(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)

08/07/2025

(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 Company
(c)	Address of Issuer's Principal Executive Offices: 25510 Commercentre Drive, Lake Forest, CALIFORNIA , 92630.
Item 1 Comment: The name of the issuer is STAAR Surgical Company, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive office is 25510 Commercentre Drive, Lake Forest, California 92630. This Amendment No. 35 to Schedule 13D relates to the Issuer's Common Stock, par value $0.01 per share (the "Shares").
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 have not decided whether to vote in favor of the merger, against the merger, or in favor of a superior offer. One of the Reporting Persons, Broadwood Partners, L.P., is making a demand for books and records under Section 220 of the Delaware General Corporation Law seeking documents relating to the process that led to the merger so that it can further evaluate the quality of the process and further inform its voting decisions. The Reporting Persons also plan to explore strategic alternatives to the merger, including through contact with possible alternative strategic 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 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

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:	08/08/2025

Broadwood Capital, Inc.

Signature:	/s/ Neal C. Bradsher*
Name/Title:	Neal C. Bradsher/President
Date:	08/08/2025

Neal C. Bradsher

Signature:	/s/ Neal C. Bradsher*
Name/Title:	Neal C. Bradsher
Date:	08/08/2025

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

How much of STAAR Surgical (STAA) does Broadwood currently own?

The group reports 13,545,391 shares, or 27.3 % of outstanding common stock.

What event triggered this Schedule 13D/A amendment?

STAAR’s 5 Aug 2025 agreement to be acquired by Alcon prompted the updated filing on 7 Aug 2025.

Is Broadwood supporting the Alcon acquisition of STAA?

No decision has been made; Broadwood is evaluating the deal and considering alternatives.

What actions is Broadwood taking to assess the merger?

Broadwood has made a Delaware §220 demand for books and records to review the sale process.

Were any STAA shares bought or sold in the 60 days before the filing?

No. The Reporting Persons report no transactions during that period.

How is the 13D stake financed?

Purchases were funded from working capital and Bradsher’s personal funds; no specific borrowings were used.