STAAR SURGICAL CO

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The announcement and pendency of our proposed acquisition by Alcon could adversely impact our business, financial condition, and results of operations.

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On August 4, 2025, we entered into the Merger Agreement. Uncertainty about the effect of the Merger on our employees, customers, and other parties may have an adverse effect on our business, financial condition, and results of operations regardless of whether the Merger is completed. These risks to our business include the following, all of which could be exacerbated by a delay in the completion of the Merger:

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the impairment of our ability to attract, retain, and motivate our employees, including key personnel;

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the diversion of significant management time and resources toward the completion of the Merger and responding to related stockholder activism, including by the Broadwood Group, which has filed a definitive proxy statement to solicit votes in opposition to the Merger and announced its intent to request a separate special meeting of stockholders to remove several of the Company’s directors;

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difficulties maintaining relationships with customers, suppliers, and other business partners;

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delays or deferments of certain business decisions by our customers, suppliers, and other business partners;

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the inability to pursue alternative business opportunities or make appropriate changes to our business because the Merger Agreement requires us to use commercially reasonable efforts to carry on its business in the ordinary course of business and preserve intact its material business organization and existing relationships;

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litigation relating to the Merger and the costs related thereto; and

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the incurrence of significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger and responding to related stockholder activism.

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The completion of the Merger is subject to certain closing conditions, including stockholder approval and certain regulatory conditions, which may not be satisfied on a timely basis or at all, and the failure to consummate the Merger within the expected timeframe or at all could adversely impact our business, financial condition, and results of operations.

Previous report

The obligations of the Company, Alcon and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including the adoption of the Merger Agreement by holders of a majority of the Company’s outstanding shares of common stock. Ownership of our common stock is currently concentrated among a few investors, and our largest investor, the Broadwood Group, reported beneficial ownership as of October 24, 2025 of approximately 27.4% of our outstanding shares of common stock. On September 2, 2025, Broadwood filed a Schedule 13D/A and issued a related press release indicating, among other things, that it intends to vote against the adoption of the Merger Agreement. On September 24, 2025, Broadwood and other members of the Broadwood Group filed a definitive proxy statement with the SEC to solicit votes of STAAR stockholders in opposition to the adoption of the Merger Agreement by STAAR stockholders, and thereafter, the Broadwood Group announced its intent to request a separate special meeting of STAAR stockholders to remove several of the Company’s directors. If our largest investors do not vote their shares in support of the adoption of the Merger Agreement, our ability to satisfy this closing condition would be materially adversely affected. Further, the Company may be unable to obtain the votes required to approve the adoption of the Merger Agreement by STAAR stockholders in the absence of any change to the terms of the Merger Agreement. The proxy contest resulting from the Broadwood Group filing will cause STAAR to incur additional solicitation and other costs, and may impair STAAR’s ability to obtain the votes required to approve the adoption of the Merger Agreement by STAAR’s stockholders.

Previous report

In addition, the Merger remains subject to the receipt of certain antitrust approvals, including in China and Japan. While the applicable waiting period expired under the HSR Act, other governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of our or Alcon’s business following the Merger as a condition to approval or not grant approval at all.

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Other conditions that must be satisfied or waived before one or more of the parties will be obligated to consummate the Merger are (1) the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; (2) compliance by the other party in all material respects with such other party’s obligations under the Merger Agreement, (3) the absence of any law or order prohibiting consummation of the Merger in specified jurisdictions in which the Company, Alcon or their respective subsidiaries have business operations; and (4) in the case of Alcon’s and Merger Sub’s obligation to consummate the Merger, a condition that there has not occurred a material adverse effect on the Company since the date of the Merger Agreement that is continuing.

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We can provide no assurance that the closing conditions will be fulfilled (or waived, if applicable) in a timely manner or at all, and, if all closing conditions are timely fulfilled (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within either our, Alcon’s or Merger Sub’s control, and we cannot predict when or if these conditions will be fulfilled (or waived, if applicable).

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The Merger Agreement also includes termination provisions for both the Company and Alcon. If the Merger Agreement is terminated under specified circumstances, the Company may be required to pay Alcon a termination fee of up to $43.4 million, and if the Merger Agreement is terminated under certain circumstances, including a failure to timely receive required regulatory approvals, Alcon may be required to pay the Company a termination fee equal to $72.4 million.

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There can be no assurance that a remedy will be available to us in the event of a breach of the Merger Agreement by Alcon or its affiliates or that we will wholly or partially recover for any damages incurred by us in connection with the Merger. A failed transaction may result in negative publicity and a negative impression of us among our customers or in the investment community or business community generally. Further, any disruptions to our business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with our stockholders, customers, suppliers, lenders, partners, officers, employees, governmental entities, and other third parties could continue or accelerate in the event of a failed transaction. In addition, if the Merger is not completed, and there are no other parties willing and able to acquire the Company at a price of $28.00 per share or higher, on terms acceptable to us, the share price of the common stock of the Company may decline to the extent that the current market price of the common stock reflects an assumption that the Merger will be completed.

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Also, we have incurred, and will continue to incur, significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. Some of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.

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For additional information related to the Merger Agreement, please refer to our Current Report on Form 8-K filed with the SEC on August 5, 2025, and definitive proxy statement on Schedule 14A filed with the SEC on September 16, 2025, as previously supplemented by a proxy supplement filed with the SEC on October 14, 2025, and as further supplemented by a proxy supplement filed with the SEC on October 30, 2025. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement attached as Exhibit 2.1 to the Form 8-K filed on August 5, 2025.

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Lawsuits may be filed against us or our directors or officers challenging the transactions contemplated by the Merger Agreement or the Merger, which could prevent or delay the completion of the Merger or result in the payment of damages.

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Litigation relating to the Merger has been filed, and additional litigation relating to the Merger may be filed against us or our directors or officers. Among other remedies, claimants could seek damages and/or to enjoin the Merger and the other transactions contemplated by the Merger Agreement. An adverse ruling in any such lawsuit may delay or prevent the proposed Merger from being completed. Any such actions may create uncertainty relating to the Merger and may be costly and distracting to our management.

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If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger.

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The following table summarizes the Company’s share repurchase activity for the three months ended September 26, 2025, on a monthly basis:

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On May 16, 2025, the Company announced that its Board of Directors authorized a share repurchase program under which the Company may repurchase up to $30 million of its outstanding common stock. During the three months ended September 26, 2025 the Company purchased 115,115 shares for an aggregate of $2.0 million. As of September 26, 2025, approximately $23.5 million remained available for repurchases pursuant to our share repurchase program. Under the share repurchase program, the Company may repurchase shares in the open market, through privately negotiated transactions, by entering into structured repurchase agreements with third parties, by making block purchases, and/or pursuant to Rule 10b5-1 trading plans. The timing, manner, price, and amount of any repurchases under the program will be determined by the Company in its discretion, subject to market conditions, legal requirements, and other considerations. The Company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended, or discontinued at any time, without prior notice.

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Not Applicable.