スターサージカルの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 28, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-11634

STAAR Surgical Company

(Exact Name of Registrant as Specified in its Charter)


Delaware	95-3797439
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
25510 Commercentre Drive Lake Forest, California	92630
(Address of Principal Executive Offices)	(Zip Code)

(626) 303-7902

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	STAA	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The registrant has 49,526,129 shares of common stock, par value $0.01 per share, issued and outstanding as of May 2, 2025.

STAAR SURGICAL COMPANY

INDEX


		PAGE NUMBER

PART I – FINANCIAL INFORMATION		1

ITEM 1	FINANCIAL STATEMENTS	1

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24

ITEM 4.	CONTROLS AND PROCEDURES	24

PART II – OTHER INFORMATION		25

ITEM 1.	LEGAL PROCEEDINGS	25

ITEM 1A.	RISK FACTORS	25

ITEM 4.	MINE SAFETY DISCLOSURES	25

ITEM 5.	OTHER INFORMATION	25

ITEM 6.	EXHIBITS	26

PART I – FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value amounts)

(Unaudited)


	March 28, 2025			December 27, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	173,114		$	144,159
Investments available for sale (amortized cost basis of $49,659 and $86,346 at March 28, 2025 and December 27, 2024, respectively)		49,647			86,335
Accounts receivable trade, net of allowance for credit losses of $72 and $32 at March 28, 2025 and December 27, 2024, respectively		39,949			77,897
Inventories, net		48,143			43,305
Prepayments, deposits and other current assets		15,645			16,244
Total current assets		326,498			367,940
Property, plant and equipment, net		74,957			84,889
Finance lease right-of-use assets, net		—			37
Operating lease right-of-use assets, net		31,047			36,850
Goodwill		1,786			1,786
Deferred income taxes		4,002			788
Other assets		19,074			17,234
Total assets	$	457,364		$	509,524
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,465		$	16,704
Obligations under finance leases		—			42
Obligations under operating leases		3,560			3,894
Allowance for sales returns		5,644			6,579
Other current liabilities		47,687			43,087
Total current liabilities		68,356			70,306
Obligations under operating leases		33,118			34,807
Deferred income taxes		—			297
Asset retirement obligations		43			42
Pension liability		5,875			6,737
Total liabilities		107,392			112,189
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value; 60,000 shares authorized: 49,523 and 49,294 shares issued and outstanding at March 28, 2024 and December 27, 2024, respectively		495			493
Additional paid-in capital		476,868			471,449
Accumulated other comprehensive loss		(5,604	)		(7,031	)
Accumulated deficit		(121,787	)		(67,576	)
Total stockholders’ equity		349,972			397,335
Total liabilities and stockholders’ equity	$	457,364		$	509,524

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	March 28, 2025			March 29, 2024
Net sales	$	42,589		$	77,356
Cost of sales		14,584			16,321
Gross profit		28,005			61,035
Selling, general and administrative expenses:
General and administrative		24,458			23,228
Selling and marketing		24,621			26,708
Research and development		13,663			13,380
Restructuring, impairment and related charges		22,664			—
Total selling, general and administrative expenses		85,406			63,316
Operating loss		(57,401	)		(2,281	)
Other income (expense), net:
Interest income, net		1,366			1,529
Gain (loss) on foreign currency transactions		1,418			(2,297	)
Royalty income		—			508
Other income, net		131			330
Total other income, net		2,915			70
Loss before income taxes		(54,486	)		(2,211	)
Provision (benefit) for income taxes		(275	)		1,128
Net loss	$	(54,211	)	$	(3,339	)
Net loss per share:
Basic	$	(1.10	)	$	(0.07	)
Diluted	$	(1.10	)	$	(0.07	)
Weighted average shares outstanding:
Basic		49,344			48,907
Diluted		49,344			48,907

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	Three Months Ended
	March 28, 2025			March 29, 2024
Net loss	$	(54,211	)	$	(3,339	)
Other comprehensive income (loss):
Defined benefit plans:
Net change in plan assets		950			232
Reclassification into other income (expense), net		16			(17	)
Investments available for sale:
Change in unrealized loss		(1	)		(36	)
Reclassification into other income, net		—			3
Foreign currency translation gain (loss)		801			(1,100	)
Tax effect		(339	)		319
Other comprehensive income (loss), net of tax		1,427			(599	)
Comprehensive loss	$	(52,784	)	$	(3,938	)

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Three Months Ended
	Common Stock Shares			Common Stock Par Value		Additional Paid-In Capital			Accumulated Other Compre- hensive Income (Loss)			Accumulated Deficit			Total
Balance, at December 27, 2024		49,294		$	493	$	471,449		$	(7,031	)	$	(67,576	)	$	397,335
Net loss		—			—		—			—			(54,211	)		(54,211	)
Other comprehensive income		—			—		—			1,427			—			1,427
Common stock issued upon exercise of options		52			1		375			—			—			376
Stock-based compensation		—			—		6,327			—			—			6,327
Repurchase of employee common stock for taxes withheld		(66	)		—		(1,283	)		—			—			(1,283	)
Vested restricted and performance stock units		243			1		—			—			—			1
Balance, at March 28, 2025		49,523		$	495	$	476,868		$	(5,604	)	$	(121,787	)	$	349,972

Balance at December 29, 2023		48,839		$	488	$	436,947		$	(4,113	)	$	(47,368	)	$	385,954
Net loss		—			—		—			—			(3,339	)		(3,339	)
Other comprehensive loss		—			—		—			(599	)		—			(599	)
Common stock issued upon exercise of options		187			2		5,322			—			—			5,324
Stock-based compensation		—			—		6,676			—			—			6,676
Repurchase of employee common stock for taxes withheld		(36	)		—		(1,229	)		—			—			(1,229	)
Forfeited restricted stock		(4	)		—		—			—			—			—
Vested restricted and performance stock units		134			1		—			—			—			1
Balance at March 29, 2024		49,120		$	491	$	447,716		$	(4,712	)	$	(50,707	)	$	392,788

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended
	March 28, 2025			March 29, 2024
Cash flows from operating activities:
Net loss	$	(54,211	)	$	(3,339	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property, plant, and equipment		2,337			1,237
Impairment of fixed assets and operating lease right-of-use assets		13,216			—
Accretion/Amortization of investments available for sale		(129	)		(120	)
Deferred income taxes		(1,029	)		61
Change in net pension liability		(2,457	)		(93	)
Stock-based compensation expense		6,015			6,339
Provision for sales returns and credit losses		(910	)		128
Inventory provision		2,031			646
Changes in working capital:
Accounts receivable		38,170			29,837
Inventories		(6,304	)		(4,002	)
Prepayments, deposits, and other assets		(1,809	)		(5,485	)
Accounts payable		(5,961	)		1,519
Other current liabilities		5,307			(5,048	)
Net cash provided by (used in) operating activities		(5,734	)		21,680
Cash flows from investing activities:
Acquisition of property and equipment		(1,468	)		(5,202	)
Purchase of investments available for sale		(14,691	)		—
Proceeds from maturity of investments available for sale		51,148			20,539
Proceeds from sale of investments available for sale		362			850
Net cash provided by investing activities		35,351			16,187
Cash flows from financing activities:
Repayment of finance lease obligations		(42	)		(40	)
Repurchase of employee common stock for taxes withheld		(1,283	)		(1,229	)
Proceeds from the exercise of stock options		376			5,324
Proceeds from vested restricted and performance stock units		1			1
Net cash provided by (used in) financing activities		(948	)		4,056
Effect of exchange rate changes on cash and cash equivalents		286			(937	)
Increase in cash and cash equivalents		28,955			40,986
Cash and cash equivalents, at beginning of the year		144,159			183,038
Cash and cash equivalents, at end of the period	$	173,114		$	224,024

See accompanying notes to the condensed consolidated financial statements.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 1 — Basis of Presentation and Significant Accounting Policies

STAAR Surgical Company, a Delaware corporation, was first incorporated in 1982, and together with its subsidiaries designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye. The accompanying Condensed Consolidated Financial Statements present the financial position, results of operations, and cash flows of STAAR Surgical Company and its wholly owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Commission. In accordance with those rules and regulations certain information and footnote disclosures normally included in the Comprehensive Financial Statements have been condensed or omitted pursuant to such rules and regulations. The Consolidated Balance Sheet as of December 27, 2024 was derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024.

The Condensed Consolidated Financial Statements for the three months ended March 28, 2025 and March 29, 2024, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition and results of operations. The results of operations for the three months ended March 28, 2025 and March 29, 2024, are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

Each of the Company’s fiscal reporting periods ends on the Friday nearest to the quarter ending date and generally consists of 13 weeks. Unless the context indicates otherwise “we,” “us,” the “Company,” and “STAAR” refer to STAAR Surgical Company and its consolidated subsidiaries.

Cloud-Based Software

As of March 28, 2025 and December 27, 2024, the Company capitalized $17,930,000 and $15,763,000, respectively, of cloud-based software implementation costs related to several systems, including enterprise resource planning and customer relationship management systems, recorded within Prepayments, deposits and other current assets or Other assets on the Condensed Consolidated Balance Sheets, depending upon the short- or long-term nature of such costs. During the quarter ended March 28, 2025, cloud-based software costs of $1,256,000 were placed into service. The remaining assets are expected to be placed into service throughout 2025 and 2026. During the three months ended March 28, 2025, amortization of capitalized cloud-based software implementation costs of $53,000 were recognized. No amortization of capitalized cloud-based software implementation costs was recognized during the three months ended March 29, 2024.

Vendor Concentration

There was one vendor that accounted for over 10% of the Company’s consolidated accounts payable as of December 27, 2024.

Restructuring, Impairment and Related Charges

In the first quarter of 2025, the Company took a number of steps to change its leadership team, realign its leadership structure to better address market needs, reduce costs and discretionary spending, and better position the Company to return to sustainable growth. As part of this leadership realignment and related efforts, during the three months ended March 28, 2025, the Company recognized costs related to severance, reduction in workforce, and consulting expenses of $9,447,000; impairment expenses on leasehold improvements and machinery and equipment of $7,059,000, as the Company will no longer be using these assets; and impairment on real property right-of-use assets of $3,407,000, as the Company is actively pursuing subleasing opportunities for two of its leased properties. In addition, the Company also recognized impairment of $2,751,000 for internally developed software that it will no longer be using as it will transition to a cloud-based software solution. An aggregate of $22,664,000 for such costs, expenses and charges is included in Restructuring, impairment and related charges on the Condensed Consolidated Statement of Operations. For more detail, see Notes 5, 6 and 7.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 1 — Basis of Presentation and Significant Accounting Policies (Continued)

Segment Reporting

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM manages and allocates resources to the operations of the Company on a consolidated basis. The CODM assesses performance by comparing actual results to forecasts and decides how to allocate resources, i.e., headcount and compensation, based on consolidated net loss. Significant segment expenses are consistent with those presented on the Condensed Consolidated Statements of Operations.

The measure of segment assets is reported on the balance sheet as total consolidated assets and the expenditures for additions to long-lived assets, and depreciation and amortization expense is consistent with those presented on the Condensed Statement of Cash Flows.

See “Note 13 – Disaggregation of Revenues, Geographic Sales and Product Sales” and “Note 14 – Geographic Assets” for specific information regarding the Company’s sales and long-lived assets.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740).” ASU 2023-09 improves the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. It also includes certain other amendments to improve the effectiveness of income tax disclosures regarding (a) income or loss from continuing operations disaggregated between domestic and foreign and (b) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the disclosure requirements and its effect on the Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 requires footnote disclosure about specific expenses to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas-production activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. ASU 2024-03 does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will adopt the annual disclosure requirements of ASU 2024-03 at the beginning of fiscal year 2026 and will adopt the interim disclosure requirement beginning fiscal year 2027. The Company is currently evaluating the disclosure requirements and its effect on the Condensed Consolidated Financial Statements.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 2 — Investments Available for Sale

Investments available for sale (“AFS”) and the related fair value measurement consisted of the following (dollars in thousands):


	March 28, 2025
										Fair Value Measurements
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Level 1		Level 2
Commercial paper	$	6,851	$	2	$	—		$	6,853	$	—	$	6,853
Certificates of deposit		1,784		1		—			1,785		—		1,785
U.S. Treasury securities		8,368		1		(1	)		8,368		8,368		—
Corporate debt securities		32,656		1		(16	)		32,641		—		32,641
Total investments AFS	$	49,659	$	5	$	(17	)	$	49,647	$	8,368	$	41,279

	December 27, 2024
										Fair Value Measurements
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Level 1		Level 2
Commercial paper	$	21,466	$	4	$	(2	)	$	21,468	$	—	$	21,468
Certificates of deposit		1,997		—		—			1,997		—		1,997
U.S. Treasury securities		11,356		3		(4	)		11,355		11,355		—
Corporate debt securities		51,527		14		(26	)		51,515		—		51,515
Total investments AFS	$	86,346	$	21	$	(32	)	$	86,335	$	11,355	$	74,980

The Company obtains the fair value from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers and other industry and economic events.

The Company assessed each debt security in a gross unrealized loss position to determine whether the decline in fair value below amortized cost was a result of credit losses or other factors, whether the Company expects to recover the amortized cost of the debt security, the Company’s intent to sell and whether it is more-likely-than-not that the Company will not be required to sell the debt security before the recovery of the amortized cost basis. There has been no allowance for expected credit losses recorded for the three months ended March 28, 2025 and March 29, 2024.

The following table shows the fair value of investments AFS by contractual maturity (dollars in thousands):


	As of March 28, 2025
	Within one year		After one year through five years		Total
Commercial paper	$	6,853	$	—	$	6,853
Certificates of deposit		1,785		—		1,785
U.S. Treasury securities		8,368		—		8,368
Corporate debt securities		32,641		—		32,641
Total investments AFS	$	49,647	$	—	$	49,647

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 2 — Investments Available for Sale (Continued)

During the three months ended March 28, 2025, one of the Company’s investments AFS with an aggregate fair value of $362,000 was subject to early redemption. The Company recognized a gain of less than $1,000 for the three months ended March 28, 2025. During the three months ended March 29, 2024, two of the Company’s investments AFS with an aggregate fair value of $850,000 were subject to early redemption. The Company recognized a gain of $3,000 for the three months ended March 29, 2024.

Note 3 — Inventories

Inventories, net are stated at the lower of cost and net realizable value, determined on a first-in, first-out basis and consisted of the following (in thousands):


	March 28, 2025			December 27, 2024
Raw materials and purchased parts	$	10,365		$	9,705
Work in process		10,117			8,168
Finished goods		30,021			26,710
Total inventories, gross		50,503			44,583
Less inventory reserves		(2,360	)		(1,278	)
Total inventories, net	$	48,143		$	43,305

Note 4 — Prepayments, Deposits, and Other Current Assets

Prepayments, deposits, and other current assets consisted of the following (in thousands):


	March 28, 2025		December 27, 2024
Prepayments and deposits	$	8,836	$	7,887
Prepaid rent		182		2,910
Prepaid insurance		1,938		2,432
Value added tax (VAT) receivable		2,748		1,359
BVG (Swiss Pension) prepayment		1,650		7
Other(1)		291		1,649
Total prepayments, deposits and other current assets	$	15,645	$	16,244

(1)

No individual category in “Other” exceeds 5% of the total prepayments, deposits and other current assets.

Note 5 — Property, Plant and Equipment

Property, plant and equipment, net consisted of the following (in thousands):


	March 28, 2025			December 27, 2024
Machinery and equipment	$	43,639		$	46,113
Computer equipment and software		11,213			12,976
Furniture and fixtures		7,657			7,627
Leasehold improvements		18,520			19,766
Construction in process		29,309			32,014
Total property, plant and equipment, gross		110,338			118,496
Less accumulated depreciation		(35,381	)		(33,607	)
Total property, plant and equipment, net	$	74,957		$	84,889

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 5 — Property, Plant and Equipment (Continued)

As discussed in Note 1, during the three months ended March 28, 2025, the Company recognized fixed asset impairment expense of $7,059,000 primarily on leasehold improvements and machinery and equipment as the Company will no longer be using these assets. The Company also recognized impairment of $2,751,000 for internally developed software that the Company will no longer be using as it will transition to a cloud-based software solution. These amounts are recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statement of Operations.

Construction in process primarily consists of the build out of and validation of machinery and equipment.

The Company recorded depreciation expense in the following categories as follows (in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
Cost of sales	$	868	$	446
General and administrative		1,075		465
Selling and marketing		175		133
Research and development		182		156
Total depreciation expense	$	2,300	$	1,200

Note 6 – Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	March 28, 2025		December 27, 2024
Accrued salaries and wages	$	11,049	$	16,140
Accrued bonuses		1,818		1,300
Severance payable(1)		8,557		356
Accrued insurance		1,918		2,701
Income taxes payable		5,655		6,547
Marketing obligations		2,356		2,699
Other(2)		16,334		13,344
Total other current liabilities	$	47,687	$	43,087

(1)

As discussed in Note 1, during the three months ended March 28, 2025, the Company recognized costs in connection with its leadership realignment and related efforts. Of these costs, a total of $8,808,000 was recognized for severance costs related to leadership realignment and reduction in workforce. This amount is recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statement of Operations. A majority of these severance payments will be paid during the second quarter of 2025.

(2)

No individual category in “Other” exceeds 5% of the other current liabilities.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 7 – Leases

Operating Leases

The Company entered into operating leases primarily related to real property (office, manufacturing and warehouse facilities), automobiles and copiers. These operating leases are two to ten years in length with options to extend. The Company does not include any lease extensions in the initial valuation unless the Company was reasonably certain to extend the lease. Depending on the lease, there are those with fixed payment amounts for the entire length of the contract or payments which increase periodically as noted in the contract or increased at an inflation rate indicator. For operating leases that increase using an inflation rate indicator, the Company used the inflation rate at the time the lease was entered into for the length of the lease term. Supplemental balance sheet information related to operating leases consisted of the following (dollars in thousands):


	March 28, 2025			December 27, 2024
Machinery and equipment	$	865		$	758
Computer equipment and software		446			446
Real property		42,288			47,648
Operating lease right-of-use assets, gross		43,599			48,852
Less accumulated depreciation		(12,552	)		(12,002	)
Operating lease right-of-use assets, net	$	31,047		$	36,850

Current operating lease obligations	$	3,560		$	3,894
Long-term operating lease obligations		33,118			34,807
Total operating lease liability	$	36,678		$	38,701
Weighted-average remaining lease term (in years)		7.1			7.1
Weighted-average discount rate		5.94	%		5.98	%

As discussed in Note 1, during the three months ended March 28, 2025, the Company recognized impairment on real property right-of-use assets of $3,407,000. The impairment relates to the Company’s decision to exit two of its leased properties, for which the Company is actively pursuing subleasing. The impairment was determined based on market comparables of similar subleased properties. The impairment is recorded in Restructuring, impairment and related charges on the Condensed Consolidated Statement of Operations.

Supplemental cash flow information related to operating leases was as follows (dollars in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
Operating lease cost	$	2,149	$	2,223
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows		1,652		1,384
Right-of-use assets obtained in exchange for new operating lease liabilities		304		1,495

Future Maturities of Lease Liabilities

Estimated future maturities of lease liabilities under operating leases having initial or remaining non-cancelable lease terms more than one year as of March 28, 2025 is as follows (in thousands):


As of March 28, 2025 12 Months Ended	Operating Leases
March 2026	$	6,262
March 2027		4,508
March 2028		6,825
March 2029		6,747
March 2030		6,625
Thereafter		17,275
Total future minimum lease payments	$	48,242
Less amounts representing interest		(11,564	)
Total lease liability	$	36,678

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 8 — Income Taxes

The Company recorded an income tax provision (benefit) as follows (in thousands):


	Three Months Ended
	March 28, 2025			March 29, 2024
Provision (benefit) for income taxes	$	(275	)	$	1,128

The effective tax rates for the three months ended March 28, 2025 and March 29, 2024 were 0.5% and (51.0)%, respectively. The Company’s effective tax rates differ from the U.S. federal statutory rate of 21% for the three months ended March 28, 2025 and March 29, 2024, respectively, primarily due to the income tax expense generated in foreign jurisdictions.

Note 9 – Defined Benefit Pension Plans

The Company has defined benefit plans covering employees of its Switzerland and Japan operations. The following table summarizes the components of net periodic pension cost recorded for the Company’s defined benefit pension plans (in thousands):


	Three Months Ended
	March 28, 2025			March 29, 2024
Service cost(1)	$	404		$	325
Interest cost(2)		62			84
Expected return on plan assets(2)		(135	)		(132	)
Prior service credit(2),(3)		(53	)		(45	)
Settlement gain(2),(3)		(4	)		—
Actuarial loss recognized in current period(2),(3)		73			28
Net periodic pension cost	$	347		$	260

(1)

Recognized in selling general and administrative expenses on the Condensed Consolidated Statements of Operations.

(2)

Recognized in other expense, net on the Condensed Consolidated Statements of Operations.

(3)

Amounts reclassified from accumulated other comprehensive income (loss).

The Company currently is not required to and does not make contributions to its Japan pension plan. The Company’s contributions to its Swiss pension plan are as follows (in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
Employer contribution	$	265	$	267

Note 10 — Stockholders’ Equity

Incentive Plan

The Company maintains an Amended and Restated Omnibus Equity Incentive Plan, as amended (the “Equity Plan”). The Equity Plan allows for awards of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance stock units (“PSUs”) and other stock- and cash-based awards, including awards that are subject to service-based and performance-based vesting conditions. As of March 28, 2025, the Company had outstanding grants of stock options, restricted stock awards, RSUs and PSUs.

Stock options granted under the Equity Plan are granted at fair market value on the date of grant, become exercisable generally over a three-year period, or as determined by the Board of Directors, and expire over periods not exceeding 10 years from the date of grant. Certain stock options and stock-based awards provide for accelerated vesting if there is a change in control and pre-established financial metrics are met (as defined in the Equity Plan). Grants of restricted stock outstanding under the Equity Plan generally vest over periods of one to three years. Grants of RSUs and PSUs outstanding under the Equity Plan generally vest based on service, performance, or a combination of both. On June 19, 2024, stockholders approved a proposal to increase the number of shares under the plan by 2,600,000 shares, for a total of 22,805,000 shares. As of March 28, 2025, there were 720,036 shares available for grant under the Equity Plan.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 10 — Stockholders’ Equity (Continued)

Stock-Based Compensation

The cost that has been charged against income for stock-based compensation is set forth below (in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
Employee stock options	$	2,405	$	3,173
Restricted stock		157		28
RSUs		2,963		2,312
PSUs		396		685
Nonemployee stock options		94		141
Total stock-based compensation expense	$	6,015	$	6,339

The Company recorded stock-based compensation costs in the following categories (in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
Cost of sales	$	290	$	298
General and administrative		2,683		3,075
Selling and marketing		1,277		1,210
Research and development		1,765		1,756
Total stock-based compensation expense, net		6,015		6,339
Amounts capitalized as part of inventory		312		337
Total stock-based compensation expense, gross	$	6,327	$	6,676

As of March 28, 2025, total unrecognized compensation cost related to non-vested stock-based compensation arrangements were as follows (in thousands):


	March 28, 2025
Stock options	$	14,969
Restricted stock, RSUs and PSUs		47,090
Total unrecognized stock-based compensation cost	$	62,059

The cost is expected to be recognized over a weighted-average period of approximately two years.

Assumptions

The fair value of each stock option award is estimated on the date of grant using a Black-Scholes option valuation model applying the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of stock options granted is derived from the historical exercises and post-vesting cancellations and represents the period of time that stock options granted are expected to be outstanding. The Company has calculated a 8% estimated forfeiture rate based on historical forfeiture experience. The risk-free rate is based on the U.S. Treasury yield curve corresponding to the expected term at the time of the grant.


	Three Months Ended
	March 28, 2025			March 29, 2024
Expected dividend yield		0	%		0	%
Expected volatility		60	%		59	%
Risk-free interest rate		4.33	%		4.16	%
Expected term (in years)		5.05			5.29

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 10 — Stockholders’ Equity (Continued)

Stock Options

A summary of stock option activity under the Equity Plan for three months ended March 28, 2025 is presented below:


	Stock Options (in 000’s)			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in 000’s)
Outstanding at December 27, 2024		2,808		$	45.72
Granted		22			15.35
Exercised		(52	)		7.21
Forfeited or expired		(140	)		43.07
Outstanding at March 28, 2025		2,638		$	46.34		5.70	$	1,468
Exercisable at March 28, 2025		1,988		$	47.93		4.86	$	1,415

Restricted Stock, Restricted Stock Units and Performance Stock Units

A summary of restricted stock, RSU and PSU activity under the Equity Plan for the three months ended March 28, 2025 is presented below (shares in thousands):


	Restricted Stock		RSUs			PSUs
Unvested at December 27, 2024		16		695			406
Granted		—		1,037			777
Vested		—		(223	)		(20	)
Forfeited or expired		—		(9	)		(386	)
Unvested at March 28, 2025		16		1,500			777

Note 11 - Commitments and Contingencies

Litigation and Claims

From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. These legal proceedings and other matters may relate to, among other things, contractual rights and obligations, employment matters, or claims of product liability. The Company maintains insurance coverage for various matters, including product liability and certain securities claims. While the Company does not believe that any of the claims known is likely to have a material adverse effect on the Company’s financial condition or results of operations, new claims or unexpected results of existing claims could lead to significant financial harm.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 12 — Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands except per share amounts):


	Three Months Ended
	March 28, 2025			March 29, 2024
Numerator:
Net loss	$	(54,211	)	$	(3,339	)
Denominator:
Weighted average common shares:
Common shares outstanding		49,344			48,907
Denominator for basic calculation		49,344			48,907
Weighted average effects of potentially diluted common stock:
Stock options		—			—
Unvested restricted stock		—			—
RSUs		—			—
PSUs		—			—
Denominator for diluted calculation		49,344			48,907
Net loss per share:
Basic	$	(1.10	)	$	(0.07	)
Diluted	$	(1.10	)	$	(0.07	)

Because the Company had a net loss for the three months ended March 28, 2025 and March 29, 2024, the number of diluted shares is equal to the number of basic shares. The following table sets forth (in thousands) the weighted average number of options to purchase shares of common stock, restricted stock, RSUs and PSUs with either exercise prices or unrecognized compensation cost per share greater than the average market price per share of the Company’s common stock, which were not included in the calculation of diluted per share amounts because the effects would be anti-dilutive.


	Three Months Ended
	March 28, 2025		March 29, 2024
Stock options		7,004		4,316
Restricted stock, RSUs and PSUs		914		495
Total		7,918		4,811

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 13 — Disaggregation of Sales, Geographic Sales and Product Sales

In the following tables, sales are disaggregated by category, sales by geographic market and sales by product data.

The Company maintains finished goods inventory at different sites in the United States, Switzerland and Japan, and from time to time, consigns or ships finished goods inventory to surgeons, hospitals, and distributors in advance of anticipated demand. The Company maintains title and risk of loss on consigned inventory and generally does not recognize revenue for consignment inventory until the Company is notified that the lenses have been implanted. The following table disaggregates the Company’s consignment sales (in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
Non-consignment sales	$	37,851	$	71,764
Consignment sales		4,738		5,592
Total net sales	$	42,589	$	77,356

In April 2025, in order to mitigate potential financial exposure from tariffs imposed by China, the Company negotiated and implemented consignment agreements with its two distributors in China and delivered consigned inventory to its distributors. As this consigned inventory in China is purchased by the Company’s distributors, revenue associated with such consigned inventory will be recorded as consignment sales.

The Company markets and sells its products in over 75 countries and conducts its manufacturing in the United States. Other than China, Japan and Korea, the Company does not conduct business in any country in which its sales exceed 10% of worldwide consolidated net sales. Sales are attributed to countries based on location of customers. The composition of the Company’s net sales to unaffiliated customers was as follows (in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
Domestic	$	5,459	$	4,935
Foreign:
China		389		38,549
Japan		11,391		10,456
Korea		7,334		6,727
Other(1)		18,016		16,689
Total foreign sales		37,130		72,421
Total net sales	$	42,589	$	77,356

(1)

No other location individually exceeds 10% of the total sales.

The Company’s principal products are implantable Collamer lenses (“ICLs”) used in refractive surgery. Historically the Company marketed and sold cataract intraocular lenses (“IOLs”) and related injectors and injector parts. The Company phased out sales of such products in fiscal 2023, and did not sell any such products in fiscal 2024 and it does not expect such sales in the future. The composition of the Company’s net sales by product line was as follows (in thousands):


	Three Months Ended
	March 28, 2025		March 29, 2024
ICLs	$	41,498	$	77,151
Other surgical products(1)		1,091		205
Total net sales	$	42,589	$	77,356

(1) Other surgical products include delivery systems and normal recurring sales adjustments such as sales return allowances.

The Company’s Korea distributor accounted for 17% of net sales for the three months ended March 28, 2025 and the Company’s China distributors accounted for 49% of net sales for the three months ended March 29, 2024. As of March 28, 2025, the Company’s China and Korea distributors accounted for 26% of consolidated trade receivables and as of December 27, 2024, the Company’s China distributors accounted for 58% of consolidated trade receivables.

STAAR SURGICAL COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Note 14 — Geographic Assets

The Company’s long-lived assets are located in the following geographical locations in which the Company operates. Other than the U.S. and Switzerland, no other geographic location exceeds 10% of each category of long-lived assets. The composition of the Company’s long-lived assets was as follows (in thousands):


	March 28, 2025
	U.S.		Switzerland		Other(1)		Total
Property, plant and equipment, net	$	58,034	$	16,396	$	527	$	74,957
Operating lease ROU assets, net		22,478		6,133		2,436		31,047
Total	$	80,512	$	22,529	$	2,963	$	106,004

	December 27, 2024
	U.S.		Switzerland		Other(1)		Total
Property, plant and equipment, net	$	68,318	$	16,084	$	487	$	84,889
Finance lease ROU assets, net		37		—		—		37
Operating lease ROU assets, net		27,754		6,414		2,682		36,850
Total	$	96,109	$	22,498	$	3,169	$	121,776

(1)

No other location individually exceeds 10% of each category of long-lived assets.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The matters addressed in this Item 2 that are not historical information constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created therein. In some cases readers can recognize forward-looking statements by the use of words like “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “plan,” “believe,” “will,” “should,” “could,” “forecast,” “potential,” “continue,” “ongoing” (or the negative of those words and similar words or expressions), although not all forward-looking statements contain these words. Forward-looking statements include, without limitation, statements regarding the intent, belief or current expectations of the Company and its management regarding any of the following: demand for our implantable Collamer® lenses (“ICLs”); the benefits of our leadership realignment and related efforts; China macroeconomic conditions, procedure volumes, demand, and inventory levels; any projections of or guidance as to future earnings, revenue, sales, profit margins, expense rate, cash, effective tax rate, product mix, capital expense or any other financial items; the plans, strategies, and objectives of management for future operations or prospects for achieving such plans; statements regarding new, existing, or improved products, including but not limited to, expectations for success of new, existing, and improved products in the U.S. or international markets or government approval of a new or improved products; commercialization of new or improved products; future economic conditions or size of market opportunities; expected costs of operations; statements of belief, including as to achieving business plans for 2025 and beyond; expected regulatory activities and approvals, product launches, and any statements of assumptions underlying any of the foregoing.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, we caution investors and prospective investors that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors, which if they do not materialize or prove correct, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements and to note they speak only as of the date hereof. Factors that could cause actual results to differ materially from those set forth in the forward-looking statements include, without limitation, those described in our Annual Report on Form 10-K in “Item 1A. Risk Factors” filed on February 27, 2024. We disclaim any intention or obligation to update or review these financial projections or forward-looking statements due to new information or other events except as required by law.

The following discussion should be read in conjunction with the Company’s unaudited Condensed Consolidated Financial Statements, including the related notes, provided in this report.

We intend to use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website in the ‘Investor Relations’ sections. Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

Overview

STAAR Surgical Company designs, develops, manufactures, and sells implantable lenses for the eye and accessory delivery systems used to deliver the lenses into the eye. We are the leading manufacturer of phakic implantable lenses used worldwide in corrective or “refractive” surgery. We have been dedicated solely to ophthalmic surgery for over 40 years. Our goal is to position our refractive lenses throughout the world as primary and premium solutions for patients seeking visual freedom from wearing eyeglasses or contact lenses while achieving excellent visual acuity through refractive vision correction. We generate worldwide revenue almost exclusively from sales of our implantable Collamer® lenses, or “ICLs.” Our ICLs are made from Collamer, which is a proprietary collagen copolymer material created and exclusively used by STAAR to make our lenses soft, flexible and biocompatible with the eye. Our ICLs are phakic lenses, meaning that they are implanted into the eye without removing the eye’s natural crystalline lens. This distinguishes an ICL procedure from other refractive procedures, as it does not involve the removal of corneal eye tissue. All of our ICLs are foldable, which allows the surgeon to insert them into the eye through a small incision during minimally invasive surgery. Further, while ICLs are intended to be permanent, our ICLs are reversible lens implants, meaning they can be removed by a doctor if desired.

STAAR employs a commercialization strategy that strives for sustainable profitable growth. Our growth strategy includes making our complete ICL product line available in our existing geographic markets and expanding into attractive markets where we do not sell our products today. In addition, we are focused on driving awareness of the ICL procedure and the clinical benefits of our ICLs, and providing surgeon training, support and education, particularly in our newer markets.

Business Environment and Factors Affecting Comparability

For the three months ended March 28, 2025, we reported $42.6 million of net sales, a decrease of 45% compared to $77.4 million of net sales for the three months ended March 29, 2024. This significant decrease is primarily due to dynamics within our business in China. Net sales to our two distributors in China were $0.4 million for the three months ended March 28, 2025, compared to net sales of $38.5 million for the three months ended March 29, 2024. During the three months ended March 28, 2025, our distributors in China purchased fewer ICLs, as they were able to satisfy procedural demand largely from their existing inventory. Our distributors in China have historically purchased products from us in bulk shipments in advance of anticipated demand, which they use to satisfy orders from hospital customers based on scheduled surgeries. During fiscal 2024, our distributors in China purchased lenses above contracted minimums in anticipation of higher procedural volumes during what is typically a summer “high season” in China. Due to dynamic macroeconomic conditions and other factors, the number of ICL procedures performed during the high season and the second half of 2024 overall was lower than expected. Accordingly, our distributors in China held, as of December 27, 2024, elevated levels of ICL product inventory. While the level of inventory owned by our distributors in China has decreased substantially since December 27, 2024, we believe their ICL inventory is likely sufficient to meet currently expected procedure volumes for at least the first half of fiscal 2025. We therefore anticipate we will report minimal China ICL sales in the first half of fiscal 2025. As China in-country inventory is reduced during the first half of fiscal 2025, we would expect our China revenue to normalize. However, our ability to successfully address these challenges will depend on a number of factors, including the risk of a prolonged slowdown or disruption in China and the status of trade tariffs both globally and between the United States and China.

In April 2025, in response to the announcement of tariffs by the United States on Chinese goods, China announced retaliatory tariffs on U.S.-origin goods. In order to mitigate potential financial exposure from such tariffs, we negotiated and implemented consignment agreements with our two distributors in China, and we delivered consigned inventory to China in advance of the implementation of tariffs. While the tariff situation is evolving, we believe that these efforts to increase the amount of ICLs in China reduce the Company’s tariff risk in China in the near-term. In addition, we are rapidly ramping up our production capabilities in Switzerland to supplement our manufacturing capacity in the United States to provide optionality under multiple tariff scenarios.

Given that we now maintain consigned inventory in China, we believe that purchases by our distributors will largely be satisfied from our consigned inventory in-country in the near-term, rather than through bulk purchases. As a result, we expect our distributors will likely make more frequent purchases of ICLs in smaller quantities that are more closely aligned to actual procedural volumes as opposed to anticipated demand. We believe this will reduce the risk of elevated inventory buildup by our distributors, while at the same time maintaining sufficient ICL inventory in China to support quick and efficient delivery and fulfillment for surgical procedures.

Critical Accounting Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses and analyzes data in our unaudited Condensed Consolidated Financial Statements provided in this report, which we have prepared in accordance with U.S. generally accepted accounting principles. Preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actual conditions may differ from our assumptions and actual results may differ from our estimates.

Management believes that there have been no significant changes during the three months ended March 28, 2025 to the items that we disclosed as our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 27, 2024.

Results of Operations

The following table shows the percentage of our total sales represented by certain items reflected in our Condensed Consolidated Statements of Income for the periods indicated.


	Percentage of Net Sales for
	Three Months Ended
	March 28, 2025			March 29, 2024
Net sales		100.0	%		100.0	%
Cost of sales		34.2	%		21.1	%
Gross profit		65.8	%		78.9	%
General and administrative		57.4	%		30.0	%
Selling and marketing		57.8	%		34.5	%
Research and development		32.1	%		17.3	%
Restructuring, impairment and related charges		53.2	%		0.0	%
Total selling, general and administrative		200.5	%		81.8	%
Operating loss		(134.7	)%		(2.9	)%
Total other income, net		6.8	%		0.1	%
Loss before income taxes		(127.9	)%		(2.8	)%
Provision (benefit) for income taxes		(0.6	)%		1.5	%
Net loss		(127.3	)%		(4.3	)%

Net Sales

The following table presents our net sales, by product (dollars in thousands):


	Three Months Ended				Percentage Change
	March 28, 2025		March 29, 2024		2025 vs. 2024
ICLs	$	41,498	$	77,151		(46.2	)%
Other surgical products		1,091		205		—	*
Net sales	$	42,589	$	77,356		(44.9	)%

* Denotes change is greater than +100%.

Net sales for the three months ended March 28, 2025 decreased 45% from the same period of 2024, primarily due to decreased China sales, partially offset by increased other product sales. The sales decrease was driven by the APAC region, which decreased by 61%, with ICL unit decrease of 62%. The decrease in the APAC region was driven by decreased sales in China, partially offset by sales growth in Korea and Japan. The Company expects China sales to return to normalized levels beginning in the third quarter of 2025. The EMEA region sales increased 10% with ICL unit growth up 10%, due to sales growth in our distributor and direct markets. The Americas region sales increased 9%, with ICL unit growth up 3%, primarily due to sales growth in the U.S. and our Latin America distributor markets. Changes in foreign currency unfavorably impacted net sales by $0.5 million.

Other product sales includes delivery systems and normal recurring sales adjustments such as sales return allowances.

Gross Profit

The following table presents our gross profit and gross profit margin (dollars in thousands):


	Three Months Ended						Percentage Change
	March 28, 2025			March 29, 2024			2025 vs. 2024
Gross profit	$	28,005		$	61,035			(54.1	)%
Gross margin		65.8	%		78.9	%

Gross profit for the three months ended March 28, 2025 decreased 54.1%, from the same period of 2024. Gross profit margin decreased to 65.8% of revenue for the three months ended March 28, 2025 compared to 78.9% of revenue for the three months ended March 29, 2024, due primarily to higher manufacturing costs per unit due to lower production volume, increased excess and obsolete inventory reserves and period costs associated with the expansion of the Company’s manufacturing capabilities in its Nidau, Switzerland facility.

General and Administrative Expense

The following table presents our general and administrative expenses (dollars in thousands):


	Three Months Ended						Percentage Change
	March 28, 2025			March 29, 2024			2025 vs. 2024
General and administrative expense	$	24,458		$	23,228			5.3	%
Percentage of sales		57.4	%		30.0	%

General and administrative expenses for the three months ended March 28, 2025 increased 5.3% from the same period of 2024 due to increased salary-related and payroll tax expenses.

Selling and Marketing Expense

The following table presents our selling and marketing expenses (dollars in thousands):


	Three Months Ended						Percentage Change
	March 28, 2025			March 29, 2024			2025 vs. 2024
Selling and marketing expense	$	24,621		$	26,708			(7.8	)%
Percentage of sales		57.8	%		34.5	%

Selling and marketing expenses for the three months ended March 28, 2025 decreased 7.8% from the same period of 2024 due to decreased advertising and promotional activities.

Research and Development Expense

The following table presents our research and development expenses (dollars in thousands):


	Three Months Ended						Percentage Change
	March 28, 2025			March 29, 2024			2025 vs. 2024
Research and development expense	$	13,663		$	13,380			2.1	%
Percentage of sales		32.1	%		17.3	%

Research and development expenses for the three months ended March 28, 2025 increased 2.1% from the same period of 2024, due mainly to increased salary-related and payroll tax expenses, partially offset by decreased clinical expenses.

Restructuring, Impairment and Related Charges

The following table presents our restructuring, impairment and related charges (dollars in thousands):


	Three Months Ended						Percentage Change
	March 28, 2025			March 29, 2024			2025 vs. 2024
Restructuring, impairment and related charges	$	22,664		$	—			—	*
Percentage of sales		53.2	%		0.0	%

* Denotes change is greater than +100%.

In the first quarter of 2025, we took a number of steps to change our leadership team, realign our leadership structure to better address market needs, reduce costs and discretionary spending and better position the Company to return to sustainable growth. As part of the leadership realignment and related efforts, during the three months ended March 28, 2025, we recognized costs related to severance, reduction in workforce, and consulting expenses of $9,447,000; impairment expenses on leasehold improvements and machinery and equipment of $7,059,000 as we will no longer be using these assets; and impairment on real property right-of-use assets of $3,407,000, as we are actively pursuing subleasing opportunities for two of our leased properties. In addition, we also recognized impairment of $2,751,000 for internally developed software that we will no longer be using as we will transition to a cloud-based software solution.

Other Income, Net

The following table presents our other income, net (dollars in thousands):


	Three Months Ended						Percentage Change
	March 28, 2025			March 29, 2024			2025 vs. 2024
Other income, net	$	2,915		$	70			—	*
Percentage of sales		6.8	%		0.1	%

* Denotes change is greater than +100%.

The increase in other income, net for the three months ended March 28, 2025, was due mainly to higher foreign exchange gains for the three months ended March 28, 2025.

Income Taxes

The following table presents our income tax provision (benefit) (dollars in thousands):


	Three Months Ended					Percentage Change
	March 28, 2025			March 29, 2024		2025 vs. 2024
Income (benefit) tax provision	$	(275	)	$	1,128		—	*

* Denotes change is greater than +100%.

The effective tax rates for the three months ended March 28, 2025 and March 29, 2024 were 0.5% and (51.0)%, respectively. Our effective tax rates differ from the U.S. federal statutory rate of 21%, primarily due to the income tax expense generated in foreign jurisdictions.

Our future effective income tax rate depends on various factors, such as changes in tax laws, regulations, accounting principles, or interpretations thereof, and the geographic composition of our pre-tax income. We carefully monitor these factors and adjust our effective income tax rate accordingly.

Liquidity and Capital Resources

Our principal sources of liquidity are cash, cash equivalents, investments available for sale (“AFS”) and cash flow from operating activities. We believe these sources of liquidity will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for at least 12 months from the issuance date of the financial statements. We expect that cash flow from operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, working capital needs, capital expenditures, and capital deployment decisions. In addition, future capital requirements will depend on many factors including our growth rate in net sales, the timing and extent of spending to support our growth strategy, the expansion of selling and marketing activities, the timing of introductions of new products, as well as global macroeconomic factors. If our anticipated future cash flow from operating activities is insufficient to satisfy our future capital requirements in the long-term, we may need to seek additional capital. Our financial condition at March 28, 2025 and December 27, 2024 included the following (in thousands):


	March 28, 2025		December 27, 2024		2025 vs. 2024
Cash and cash equivalents	$	173,114	$	144,159	$	28,955
Investments available for sale		49,647		86,335		(36,688	)
Total	$	222,761	$	230,494	$	(7,733	)

Current assets	$	326,498	$	367,940	$	(41,442	)
Current liabilities		68,356		70,306		(1,950	)
Working capital	$	258,142	$	297,634	$	(39,492	)

Cash and cash equivalents include cash and balances in deposits and money market accounts held at banks and financial institutions. Our investment policy’s primary objective is capital preservation while maximizing our return on investment. Investments available for sale may include U.S. government and corporate debt securities, commercial paper, certain certificates of deposit and related security types, that are rated by two nationally recognized statistical rating organizations with minimum investment grade ratings of AAA to A-/A-1+ to A-2, or the equivalent. The maturity of individual investments may not extend 24 months from the date of purchase. There are also limits to the amount of credit exposure in any given security type. We do not have any off-balance sheet arrangements.

A summary of cash flows for the three months ended March 28, 2025 and March 29, 2024 was as follows (in thousands):


	Three Months Ended
	March 28, 2025			March 29, 2024
Cash flows from:
Operating activities	$	(5,734	)	$	21,680
Investing activities		35,351			16,187
Financing activities		(948	)		4,056
Effect of exchange rate changes		286			(937	)
Net increase in cash and cash equivalents		28,955			40,986
Cash and cash equivalents, at beginning of year		144,159			183,038
Cash and cash equivalents, at end of period	$	173,114		$	224,024

For the three months ended March 28, 2025, net cash used in operating activities consisted of $54.2 million in net loss; partially offset by $29.4 million in working-capital changes primarily rated to changes in accounts receivable, partially offset by changes in inventory, and $19.1 million in non-cash items primarily related to impairment on fixed assets and operating leases and stock-based compensation. For the three months ended March 29, 2024 net cash provided by operating activities consisted of $16.8 million in working-capital changes primarily related to changes in accounts receivable and cloud-based software, partially offset by changes in other liabilities and inventories; and $8.2 million in non-cash items primarily related to stock based compensation expenses, partially offset by a net loss of $3.3 million.

For the three months ended March 28, 2025, net cash provided by investment activities was $35.4 million which consisted of $51.1 million of proceeds from the maturity of investments AFS, partially offset by $14.7 million in purchases of investments AFS. For the three months ended March 29, 2024, net cash provided by investment activity was $16.2 million which consisted of $20.5 million of proceeds from the maturity of investments AFS, partially offset by $5.2 million in purchases of property, plant and equipment.

Net cash used by financing activities for the three months ended March 28, 2025 was $0.9 million which primarily consisted of $1.3 million to repurchase employee common stock for taxes withheld. For the three months ended March 29, 2024, net cash provided by financing activities was $4.1 million which consisted of $5.3 million of proceeds from the exercise of stock options, partially offset by $1.2 million to repurchase employee common stock for taxes withheld.

Commitments

Employment Agreements

The Company’s Chief Executive Officer entered into an employment agreement with the Company, effective February 26, 2025. He and certain officers have as provisions of their agreements certain rights, including continuance of cash compensation and benefits, upon a “change in control,” which may include an acquisition of substantially all of its assets, or termination “without cause or for good reason” as defined in the employment agreements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the three months ended March 28, 2025, there have been no material changes in the Company’s qualitative and quantitative market risk since the disclosure in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company. Based on that evaluation, our CEO and CFO concluded, as of the end of the period covered by this quarterly report on Form 10-Q, that our disclosure controls and procedures were effective. For purposes of this statement, the term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including the CEO and the CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud or material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, our internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 28, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Our short and long-term success is subject to many factors that are beyond our control. Investors and prospective investors should consider carefully information contained in this report and the risks and uncertainties described in “Part I—Item 1A—Risk Factors” of the Company’s Form 10-K for the fiscal year ended December 27, 2024. Such risks and uncertainties could materially adversely affect our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

(c)

Trading Plans

During the quarter ended March 28, 2025, no director or officer adopted or terminated:

(i)

Any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and

(ii)

Any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Appendix 2 of the Company’s Proxy Statement on Form DEF 14A as filed with the Commission on April 26, 2018).

3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on March 17, 2025).

4.1		Form of Certificate for Common Stock, par value $0.01 per share (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form 8 A/A as filed with the Commission on April 18, 2003).

10.1	#	Employment Agreement, effective February 26, 2025, by and between the Company and Stephen C. Farrell (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on February 26, 2025).

10.2	#	Consulting Agreement, effective February 26, 2025, by and between the Company and Thomas G. Frinzi (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on February 26, 2025).

10.3	*#	Form of Performance Stock Unit Grant and Agreement.

31.1	*	Certifications Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	*	Certifications Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	**	Certification Pursuant to 18 U.S.C. Section 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	*	Financial statements from the quarterly report on Form 10-Q of STAAR Surgical Company for the quarter ended March 28, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL), are filed herewith and include: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text.

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2025, has been formatted in Inline XBRL with applicable taxonomy extension information contained in Exhibit 101.


#			Management contract or compensatory plan, contract or arrangement

*			Filed herewith.

**			Certification furnished herewith solely to accompany this annual report pursuant to 18 U.S.C. Section 1350. Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		STAAR SURGICAL COMPANY

Dated:	May 7, 2025	By:	/s/ DEBORAH ANDREWS
			Deborah Andrews
			Interim Chief Financial Officer
			(on behalf of the Registrant and as its principal financial officer)

EX-10.3 2 staa-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

||||

STAAR SURGICAL COMPANY

PERFORMANCE STOCK UNIT AWARD GRANT NOTICE

STAAR Surgical Company, a Delaware corporation, (the “Company”), has granted to the participant identified below (the “Participant”) an award (the “Award”) of the number of performance stock units (“Performance Stock Units” or “PSUs”) specified below in this Performance Stock Unit Award Grant Notice (the “Grant Notice”). This Award is granted pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended from time to time (the “Plan”). This Award is subject to all of the terms and conditions set forth in this Grant Notice and the Performance Stock Unit Award Agreement attached hereto as Exhibit A (together with this Grant Notice, the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, capitalized terms shall have the same meanings assigned to such terms in the Plan or the Agreement, as appropriate.


Participant:	[NAME]
Grant Date:	[DATE OF GRANT]
Target Number of PSUs:	This Award is for a target of [NUMBER] PSUs, subject to adjustment as set forth in the Agreement.
Payment:	This Award will be payable in shares of the Company’s Common Stock (“Shares”) with each PSU representing the right to receive one Share. The number of PSUs that may be earned under this Award (and the number Shares payable pursuant to this Award) will range from 0% - 200% of the Target Number of PSUs set forth in this Grant Notice, based on the Company’s performance relative to the performance targets set forth herein.
Performance Metric:	The performance metric for this Award is reported revenue under U.S. GAAP for the Company’s trailing four consecutive financial quarters (“Trailing Revenue”), determined as of the end of the financial quarter ending [END OF YEAR1], and each financial quarter thereafter, through and including the financial quarter ending [END OF YEAR3].
Performance Period:	The performance period for this award is the period beginning [START OF YEAR1] and ending [END OF YEAR3] (the “Performance Period”).
Performance Targets:	The Company will determine Trailing Revenue quarterly during the Performance Period beginning with the quarter ending [END OF YEAR1]. The number of PSUs earned under this Award will be calculated based on such Trailing Revenue relative to the following five revenue performance targets (the “Revenue Performance Targets”), each of which align to five vesting tranches (“Vesting Tranches”) as set forth in the following table:

	Vesting Tranche	Revenue Performance Target (Trailing Revenue)	Percent of Target Number of PSUs Earned
	1	$[THRESHOLD] million	50%
	2	$[TRANCHE 2] million	Additional 25%
	3	$[TARGET] million	Additional 25%
	4	$[TRANCHE 3] million	Additional 50%
	5	$[MAXIMUM] million	Additional 50%

	If at the end of the Performance Period, the Company has failed to achieve Trailing Revenue of at least $[THRESHOLD] million as of the end of any financial quarter during the Performance Period, no portion of the Award will vest and the Award will be forfeited by the Participant without payment of any consideration therefor as of the last day of the Performance Period. For the avoidance of doubt, the maximum number of PSUs that may be earned under this Award is 200% of the Target Number of PSUs.


Vesting Tranches:	This Award will vest in up to five Vesting Tranches. On a quarterly basis beginning with the quarter ending [END OF YEAR1], the Company will assess whether the Trailing Revenue as of the end of a financial quarter has met or exceeded one or more of the Revenue Performance Targets. If so, the Percent of the Target Number of PSUs associated with such Revenue Performance Target and the corresponding Vesting Tranche (the “Earned PSUs”) will be earned on the 15th calendar day of either (i) the second month following the end of such financial quarter, if such quarter is the first, second or third financial quarter of a fiscal year, as applicable, or (ii) the third month following the end of the fourth financial quarter of a fiscal year (each such date, a “Vesting Date”). If the Company achieves two or more Revenue Performance Targets as of the end of a financial quarter during the Performance Period, the Participant may earn multiple Vesting Tranches of PSUs on a Vesting Date. If, as of the end of the Performance Period, the Company has not achieved Trailing Revenue of $[MAXIMUM] million, the Participant shall earn a pro-rated number of Earned PSUs corresponding to the Company’s Trailing Revenue as of [END OF YEAR3]. The Company shall calculate a pro-rated number of Earned PSUs corresponding to such Trailing Revenue based on interpolation between the two Performance Revenue Targets immediately below and above such Trailing Revenue. Based on such interpolation, the Company will determine the percentage achievement of the Revenue Performance Target immediately above such Trailing Revenue and calculate the pro-rated number of Earned PSUs corresponding thereto as a final Vesting Tranche. In no event shall Earned PSUs for achieving a Revenue Performance Target be earned more than once; once a Revenue Performance Target has been achieved for a corresponding Vesting Tranche, and Earned PSUs have been earned for such Vesting Tranche, no additional Earned PSUs shall be earned for achieving such Revenue Performance Target. In addition, any PSUs that do not become Earned PSUs based upon the achievement of the applicable Revenue Performance Targets prior to the end of the Performance Period will be deemed forfeited by the Participant without payment of any consideration therefor as of the last day of the Performance Period.
Vesting of Earned PSUs:	The Earned PSUs shall vest subject to the Participant’s continued Service with the Company in two installments, with 50% of the Earned PSUs vesting on the applicable Vesting Date and 50% of the Earned PSUs vesting on the one-year anniversary of the applicable Vesting Date (each such date, an “Anniversary Date”); provided, however, that all Earned PSUs, to the extent not previously vested, shall become vested on March 15, [YEAR], subject to the Participant’s continued Service with the Company through such date.
Termination:	If the Participant experiences a Termination of Service prior to the applicable Vesting Date or Anniversary Date, all PSUs that have not become vested on or prior to the date of such Termination of Service (after taking into consideration any vesting that may occur in connection with such Termination of Service, if any) will thereupon be automatically forfeited by the Participant without payment of any consideration therefor.

By electronically accepting this Award according to the instructions in the Participant’s E*Trade account (pursuant to which the Participant received this Grant Notice), the Participant agrees to be bound by the terms and conditions of the Plan, this Grant Notice, and the Performance Stock Unit Agreement. The Participant acknowledges that copies of the Plan, this Grant Notice, the Performance Stock Unit Agreement, and the prospectus for the Plan are available via the Participant’s E*Trade account.

The Participant represents that the Participant has reviewed the Plan, this Grant Notice, and the Performance Stock Unit Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Award, and fully understands all terms and conditions of this Award. The Participant hereby accepts this Award subject to such terms and conditions and agrees to accept as binding, conclusive and final all decisions or interpretations made by the Compensation Committee of the Company’s Board of Directors upon any questions arising under the Plan, this Grant Notice or the Performance Stock Unit Award Agreement.

EXHIBIT A

TO PERFORMANCE STOCK UNIT AWARD GRANT NOTICE

PERFORMANCE STOCK UNIT AWARD AGREEMENT

Pursuant to the Performance Stock Unit Award Grant Notice (the “Grant Notice”) to which this Performance Stock Unit Award Agreement (this “Agreement”) is attached, STAAR Surgical Company, a Delaware corporation (the “Company”), has granted to the Participant an award of performance stock units (“Performance Stock Units” or “PSUs”) under the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended from time to time (the “Plan”). Unless otherwise defined herein, capitalized terms shall have the same meanings assigned to such terms in the Plan or the Grant Notice, as appropriate.

ARTICLE I.

GENERAL

1.1

Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF PERFORMANCE STOCK UNITS

2.1

Grant of PSUs. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective as of the Grant Date set forth in the Grant Notice, the Company hereby grants to the Participant an award of PSUs under the Plan in consideration of the Participant’s past and/or continued employment with or service to the Company or any Affiliates and for other good and valuable consideration. This Award will be payable in shares of the Company’s Common Stock (“Shares”) in accordance with Article III below.

2.2

Unsecured Obligation to PSUs. Unless and until the PSUs have vested and Shares subject thereto have been issued and paid to Participant in the manner set forth in Article III hereof, the Participant will have no right to receive Shares under any such PSUs. Prior to actual payment of any Earned PSUs, such PSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2.3

Consideration to the Company. In consideration of the grant of this Award of PSUs pursuant hereto, the Participant agrees to render faithful and efficient services to the Company or any Affiliate.

2.4

Forfeiture, Termination and Cancellation upon Termination of Service. Notwithstanding any contrary provision of this Agreement or the Plan, upon the Participant’s Termination of Service for any or no reason, all PSUs which have not vested or been earned, and any Shares subject to this Award which have not been issued or paid, prior to or in connection with such Termination of Service, shall thereupon automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and the Participant, or the Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder. No portion of the PSUs which has not become vested as of the date on which the Participant incurs a termination of Service shall thereafter become vested.

ARTICLE III.

ISSUANCE OF SHARES; DELIVERY

3.1

Issuance of Shares.

(a)

The Company will issue Shares to the Participant in respect of Earned PSUs on such vesting dates therefor as determined in accordance with the Grant Notice, or as soon as administratively practicable following such a date, but in no event later than thirty (30) days after such a date (for the avoidance of doubt, this deadline is intended to comply with the “short term deferral” exemption from Section 409A of the Code).

The Company shall deliver to the Participant (or any transferee permitted under Section 4.2 hereof) a number of Shares (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Shares deliverable to the Participant pursuant to the Grant Notice, unless such PSUs terminate prior to the given vesting date pursuant to Section 2.4 hereof. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 10.4 of the Plan, the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that Shares can again be issued in accordance with such Section.

(b)

As set forth in Section 10.2 of the Plan, the Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld with respect to any taxable event arising in connection with the Performance Stock Units. The Participant agrees that the Company, in its sole discretion, may satisfy any tax withholding obligations by (i) withholding Shares otherwise issuable to the Participant upon vesting of the PSUs, (ii) instructing a broker on the Participant’s behalf to sell Shares otherwise issuable to the Participant upon vesting of the PSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted by the Plan. The Company shall not be obligated to deliver any new certificate representing Shares to the Participant or the Participant’s legal representative or enter such Shares in book entry form unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant resulting from the grant or vesting of the Performance Stock Units or the issuance of Shares.

3.2

Conditions to Delivery of Shares. The Shares deliverable hereunder may be either previously authorized but unissued Shares, treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares deliverable hereunder prior to fulfillment of the conditions set forth in Section 10.4 of the Plan.

3.3

Rights as Stockholder. The holder of the PSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the PSUs and any Shares underlying the PSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

ARTICLE IV.

OTHER PROVISIONS

4.1

Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the PSUs.

4.2

Grant is Not Transferable. During the lifetime of the Participant, the PSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a DRO. Neither the PSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

4.3

Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences in connection with the PSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the PSUs and the issuance of Shares with respect thereto and that the Participant is not relying on the Company for any tax advice.

4.4

Adjustments. The Participant acknowledges that the PSUs are subject to modification and termination in certain events as provided in this Agreement and Article 12 of the Plan.

4.5

Delivery of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at such other address as such party may designate in writing from time to time to the other party.

(a)

The Plan documents, which may include: the Plan, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b)

The Participant acknowledges that the Participant has read Section 4.5 of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice. The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 4.5 of this Agreement or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 4.5, but has nevertheless knowingly and voluntarily chosen to do so by electronically accepting the Award (as provided in the Grant Notice).

4.6

Participant’s Representations. If the Shares issuable hereunder have not been registered under the Securities Act or any applicable state laws on an effective registration statement at the time of such issuance, the Participant shall, if required by the Company, concurrently with such issuance, make such written representations as are deemed necessary or appropriate by the Company and/or its counsel.

4.7

Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.8

Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

4.9

Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act, and the Exchange Act and any other Applicable Law. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the PSUs are granted, only in such a manner as to conform to such Applicable Laws.

To the extent permitted by such Applicable laws, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such Applicable Laws.

4.10

Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the PSUs in any material way without the prior written consent of the Participant.

4.11

Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 4.2 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

4.12

Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the PSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Laws, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

4.13

Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. Notwithstanding the foregoing, to the extent the Participant is a party to an employment agreement, change in control agreement, or other agreement with the Company that provides for termination benefits that would result in different terms for the calculation of performance, vesting, payout or other terms for the PSUs, this Agreement shall be deemed to be modified thereby.

4.14

Section 409A. Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the Plan, this Agreement and the Grant Notice shall be interpreted in accordance with the requirements of Section 409A of the Code. The Committee may, in its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to comply with the requirements of Section 409A of the Code.

4.15

Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. The Plan, in and of itself, has no assets. Participant shall have only the rights of a general unsecured creditor of the Company and its Affiliates with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to PSUs, as and when payable hereunder.

4.16

Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an Employee or other service provider of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and the Participant.

EX-31.1 3 staa-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certifications

I, Stephen C. Farrell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of STAAR Surgical Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:	May 7, 2025	/s/ STEPHEN C. FARRELL
		Stephen C. Farrell
		Chief Executive Officer
		(principal executive officer)

EX-31.2 4 staa-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certifications

I, Deborah Andrews, certify that:

1. I have reviewed this quarterly report on Form 10-Q of STAAR Surgical Company;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:	May 7, 2025	/s/ DEBORAH ANDREWS
		Deborah Andrews
		Interim Chief Financial Officer
		(principal financial officer)

EX-32.1 5 staa-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the period ended March 28, 2025 (the “Report”) by STAAR Surgical Company (“Registrant”), each of the undersigned hereby certifies that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant as of and for the periods presented in the Report.


Dated:	May 7, 2025	/s/ STEPHEN C. FARRELL
		Stephen C. Farrell
		Chief Executive Officer
		(principal executive officer)


Dated:	May 7, 2025	/s/ DEBORAH ANDREWS
		Deborah Andrews
		Interim Chief Financial Officer
		(principal financial officer)

A signed original of this written statement required by 18 U.S.C. Section 1350 has been provided to STAAR Surgical Company and will be furnished to the Securities and Exchange Commission or its staff upon request.