STAAHIGH SIGNALRISK10-K

STAAR Surgical experienced a failed merger with Alcon and substantial financial deterioration with revenue declining nearly 24% year-over-year.

The termination of the Alcon merger agreement represents a significant strategic setback that likely created uncertainty about the company's growth trajectory and market position. The accompanying financial decline across key metrics suggests operational challenges that may have contributed to or resulted from the failed transaction, potentially leaving STAAR in a weakened competitive position.

Comparing 2026-03-03 vs 2025-02-21View on EDGAR →
FINANCIAL ANALYSIS

STAAR's financial performance deteriorated meaningfully across most key metrics, with revenue declining nearly 24% to $239.4M and gross profit falling by a similar magnitude to $182.4M. The company reduced capital expenditures substantially from $23.4M to $5.8M, suggesting constrained investment capacity or strategic pullback. Balance sheet strength also weakened with total assets declining 11.4% and stockholders' equity dropping 13.4%, painting a picture of a company under financial stress following the failed merger attempt.

FINANCIAL STATEMENT CHANGES
Capital Expenditure
Cash Flow
-75.1%
$23.4M→$5.8M

Capex reduced 75.1% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Accounts Receivable
Balance Sheet
-35.7%
$77.9M→$50.1M

Receivables declined — improved collection efficiency or conservative revenue recognition.

R&D Expense
P&L
-25.8%
$54.0M→$40.1M

R&D spending cut 25.8% — could signal cost discipline or concerning reduction in innovation investment.

Gross Profit
P&L
-23.9%
$239.6M→$182.4M

Gross margin compression — rising input costs, pricing pressure, or unfavorable product mix shift.

Revenue
P&L
-23.7%
$313.9M→$239.4M

Revenue softened 23.7% — monitor whether this is cyclical or structural.

Current Assets
Balance Sheet
-15.3%
$367.9M→$311.5M

Current assets declined 15.3% — monitor working capital adequacy and short-term liquidity.

Stockholders Equity
Balance Sheet
-13.4%
$397.3M→$344.2M

Equity decreased 13.4% — buybacks or losses reducing book value, monitor solvency ratios.

Total Assets
Balance Sheet
-11.4%
$509.5M→$451.7M

Total assets contracted 11.4% — asset sales, write-downs, or balance sheet optimization underway.

LANGUAGE CHANGES
NEW — 2026-03-03
PRIOR — 2025-02-21
ADDED
The registrant has 49,888,379 and 49,512,749 shares of common stock, par value $0.01 per share, issued and outstanding, respectively, as of February 27, 2026.
For the fiscal year ended January 2, 2026, approximately 100% of our net sales were generated from sales of ICLs.
For the fiscal year ended January 2, 2026, the Company generated 91% of its reported worldwide revenue from product sales outside the United States.
STAAR products have been sold in more than 85 countries, with direct distribution (i.e., via STAAR representatives) in Japan, the U.S., Germany, Spain, Singapore, Canada, and the U.K., with a combination of direct distribution and independent distribution (i.e., via distributors and STAAR representatives) in China, Korea, India, France, Benelux, and Italy, and with independent distribution in the remainder of the countries where we sell.
STAAR operates administrative, distribution, operational and manufacturing facilities in Br gg and Nidau, Switzerland under its wholly owned subsidiary, STAAR Surgical AG.
Termination of Alcon Merger Agreement As previously disclosed, on August 4, 2025, STAAR entered into an Agreement and Plan of Merger (the Merger Agreement ) with Alcon Research, LLC, a Delaware limited liability company ( Alcon ), and Rascasse Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Alcon ( Merger Sub ).
The Merger Agreement provided, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the Merger ), with the Company surviving the Merger as a wholly owned subsidiary of Alcon.
The Company and Alcon entered into two amendments to the Merger Agreement, on November 7, 2025 and December 9, 2025, and the Company held a special meeting of stockholders (the Special Meeting ) to 3 vote on the Merger on January 6, 2026.
At the Special Meeting, the Company s stockholders voted against the Merger, and the Merger Agreement was terminated in accordance with its terms effective January 6, 2026.
During fiscal 2025, we incurred $17.1 million in professional fees and expenses related to the Merger, which are recorded as Merger transaction and related costs on the Consolidated Statement of Operations.
REMOVED
The registrant has 49,325,372 shares of common stock, par value $0.01 per share, issued and outstanding as of February 18, 2025.
For the fiscal year ended December 27, 2024, approximately 100% of our net sales were generated from sales of ICLs.
For the fiscal year ended December 27, 2024, the Company generated 94% of its reported worldwide revenue from product sales outside the United States.
STAAR sells its products in more than 75 countries, with direct distribution (i.e., via STAAR representatives) in Japan, the U.S., Germany, Spain, Singapore, Canada, and the U.K., with a combination of direct distribution and independent distribution (i.e., via distributors and STAAR representatives) in China, Korea, India, France, Benelux, and Italy, and with independent distribution in the remainder of the countries where we sell.
STAAR operates an administrative, distribution and operational facility in Br gg, Switzerland under its wholly owned subsidiary, STAAR Surgical AG.
See Note 16 to the Consolidated Financial Statements for financial information about product lines and operations in geographic areas.
The field of refractive surgery includes both lens-based procedures, using products like our ICLs, and laser-based procedures like LASIK.
We commenced certifying surgeons located in countries that recognize the CE Mark to implant the EVO Viva lens.
The EVO Viva lens adds near and intermediate vision correction for patients with presbyopia.
We believe the EVO Viva lens will assist certain patients with eliminating the burdens of reading glasses or frequent replacement contact lenses.
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