UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026 ~~(January 14, 2026)~~

STAAR Surgical Company

(Exact name of registrant as specified in its charter)

Delaware	0-11634	95-3797439
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification Number)
25510 Commercentre DriveLake Forest, California		92630
25510 Commercentre Drive Lake Forest, California		92630
(Address of principal executive offices)		(Zip Code)

626-303-7902

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 14, 2026, STAAR Surgical Company (the “Company”) entered into a letter agreement (the “Cooperation Agreement”) with Broadwood Partners, L.P. (“Broadwood”).

Pursuant to the Cooperation Agreement, the Company has agreed to increase the size of the Board of Directors of the Company (the “Board”) from six to seven directors, accept the resignations of Stephen C. Farrell and Elizabeth Yeu, MD from the Board, and appoint each of Neal C. Bradsher, Richard T. LeBuhn and Christopher Min Fang Wang (each a “New Director”) to the Board. As described further below, Mr. Farrell is expected to remain the Company’s Chief Executive Officer until January 31, 2026 or such earlier date as is determined by the Board. Additionally, the Company has agreed that the Board will nominate each of the New Directors as a candidate for election as a director at the 2026 annual meeting of stockholders of the Company and that the size of the Board until the conclusion of the 2027 annual meeting of stockholders of the Company will not exceed seven directors. The Company has agreed to reimburse Broadwood, Yunqi Capital and Defender Capital for certain reasonable and documented out-of-pocket fees and expenses they have incurred.

Also pursuant to the Cooperation Agreement, Broadwood has agreed that, until June 18, 2026, Broadwood and its affiliates will not, and Broadwood will not encourage any other person to, request that the Company call a special meeting of Company stockholders for any reason.

The Cooperation Agreement further contains customary mutual non-disparagement and release provisions.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As discussed further below, on January 14, 2026, Elizabeth Yeu, MD resigned from the Board. Among other things, NASDAQ Listing Rule 5605 requires listed issuers such as the Company to maintain an audit committee consisting of no fewer than three independent directors. Dr. Yeu had been one of three independent directors on the Company’s Audit Committee at the time of her resignation, and therefore the Company does not presently comply with such requirement.

In accordance with the Listing Rules, the Company notified NASDAQ on January 14, 2026 of such noncompliance and the Company’s intention to use the cure period provided under Listing Rule 5605(c)(4)(B) to regain compliance with such audit committee membership requirements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2026, the ~~Company~~Board ~~announced~~of ~~that~~Directors ~~Stephen~~(the C.“Board”) ~~Farrell,~~of STAAR Surgical Company (the “Company’s”) ~~Chief~~elected ~~Executive~~a ~~Officer~~new ~~and~~Board aChair, ~~member~~approved ofchanges to the ~~Board~~composition ~~has~~and ~~agreed,~~leadership atof the Board’s ~~request~~three standing committees, toand ~~step~~established ~~down~~two asnew aBoard ~~member~~committees. Further, ofbased upon information provided by each director the Board determined that each of directors Neal C. Bradsher, ~~effective~~Arthur ~~January 14~~C. Butcher, ~~2026~~Richard T. LeBuhn, ~~and~~Louis ~~that~~E. ~~his~~Silverman, ~~service~~Christopher asM. ~~Chief~~Wang ~~Executive~~and ~~Officer~~Lilian ~~will~~Y. ~~terminate~~Zhou onare ~~January 31~~independent under NASDAQ Listing Rule 5605(a)(2), ~~2026~~and orthat ~~such~~none ~~earlier~~has ~~date~~a asrelationship isthat ~~determined~~would byinterfere with the ~~Board.~~exercise ~~The~~of ~~Company~~independent ~~also~~judgment ~~announced~~in ~~additional~~carrying ~~changes~~out to the ~~Board,~~responsibilities asof ~~described~~a ~~further below~~director.

InEffective ~~connection with the Company’s entry into the Cooperation Agreement with Broadwood, Mr. Farrell entered into a letter agreement with the Company, dated~~ as of January 14 15, 2026 ~~(the “Letter Agreement”)~~, ~~that~~Neal ~~provides for Mr~~C. ~~Farrell’s~~ ~~resignation~~Bradsher ~~from~~has ~~the~~been ~~Board,~~elected ~~effective January 14, 2026, and his termination of employment~~ as ~~Chief Executive Officer and as an employee of the Company, effective on January 31, 2026 or such earlier date as is determined by the~~ Board ~~(the date of his actual termination of employment~~Chair, ~~“Separation~~to ~~Date”).~~serve ~~Mr. Farrell’s~~in ~~termination~~accordance ~~of employment~~ with the Company’s ~~will~~amended beand ~~treated~~restated ~~as a termination by the Company without cause for all purposes~~bylaws. Mr. ~~Farrell~~ ~~has~~Bradsher ~~agreed~~is ~~to provide consulting services to~~ the ~~Company~~Founder ~~for~~and ~~one~~President ~~year~~of ~~following~~Broadwood ~~the Separation Date~~Capital, ~~for which Mr~~Inc. ~~Farrell~~, ~~will~~the ~~receive~~general ~~consulting~~partner ~~fees~~ of ~~$45,000~~Broadwood ~~per month. The Letter Agreement provides that~~Partners, ~~in accordance with Mr~~L. ~~Farrell’s~~P. ~~Employment Agreement with the Company, dated as of February 26, 2025~~ (~~the~~ “~~Employment Agreement~~Broadwood”), ~~Mr. Farrell~~which ~~will be eligible to receive certain Accrued Benefits and Severance Benefits (as each such term~~ is ~~defined~~currently in the ~~Employment Agreement), including payment of the equivalent of eighteen (18) months of Mr. Farrell’s base salary and reimbursement of premiums for continued coverage under the~~ Company’s ~~insurance~~largest ~~benefit plans for a period of eighteen (18) months following the Separation Date, in each case subject to the execution and nonrevocation by Mr~~stockholder. Farrell of a general release. Pursuant to the Letter Agreement, the Company also agreed that Mr. Farrell’s unvested Company restricted stock units and performance-based restricted stock units will continue to be earned, vest and be settled in accordance with their terms during the one-year consulting period, subject to Mr. Farrell’s execution and nonrevocation of a general release, except that (i) restricted stock units scheduled to vest in February 2026 will vest on the applicable vesting date and all other restricted stock units will be forfeited as of the Separation Date and (ii) performance-based restricted stock units may only become earned based on achievement of applicable performance goals measured through the quarter ending July 3, 2026 and the maximum number of performance-based restricted stock units that may be earned is 140,100.

~~Also~~Effective ~~effective on January 14, 2026, in connection with the Company’s entry into the Cooperation Agreement with Broadwood, (i) Dr. Yeu resigned~~ as ~~a member~~ of ~~the~~January ~~Board~~15, ~~(ii) the size of the Board was increased from six to seven directors and (iii) each of Messrs. Bradsher~~2026, ~~LeBuhn and Wang were appointed as members of~~ the ~~Board~~composition ~~to serve until the 2026 annual meeting of stockholders of the Company~~ and ~~thereafter~~leadership ~~until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The information set forth under Item 1.01~~ of ~~this Current Report on Form 8-K is incorporated herein by reference. Messrs. Bradsher, LeBuhn and Wang will receive~~ the standard director compensation for a non-employee director, pro-rated for the remaining portion of the 2025-2026 term. Additionally, in connection with the appointment of Messrs. Bradsher, LeBuhn and Wang to the Board,’s ~~the~~three ~~Company,~~standing oncommittees ~~one hand, and Messrs. Bradsher, LeBuhn and Wang, on the other hand,~~ are ~~expected~~composed ~~to enter into an indemnification agreement in substantially the same form that the Company has entered into with each~~ of the ~~Company’s~~following ~~existing~~independent directors. Except as described in Item 1.01, none of Messrs. Bradsher, LeBuhn or Wang has a direct or indirect material interest in any transaction that would be reportable under Item 404(a) of Regulation S-K. :

~~Mr. Bradsher,~~Audit ~~60,~~Committee ~~has~~Lilian ~~been Founder and President of Broadwood Capital, Inc~~Y., aZhou ~~private~~(Chair) ~~investment~~Arthur ~~firm, since 2002~~C. ~~Mr. Bradsher~~Butcher ~~holds~~Christopher ~~a B~~M.A. ~~degree~~Wang inCompensation ~~economics~~Committee ~~from~~Louis ~~Yale College and is a Chartered Financial Analyst~~E. ~~Mr. Bradsher~~Silverman ~~was a director of Questcor Pharmaceuticals, Inc.~~ (~~QCOR~~Chair), ~~from~~Richard ~~2004 until Questcor was acquired by Mallinckrodt plc (MNK) in 2014~~T. ~~Mr. Bradsher~~LeBuhn ~~brings~~Christopher to the Board experience in finance, management and corporate governance attained through his investments in other companies, including companies in the pharmaceutical, biotechnology, medical device, medical diagnostics, health care services and health care information systems sectorsM. HeWang ~~has~~Nominating ~~worked with several health care companies to improve their management~~ and ~~governance,~~Governance ~~and~~Committee ~~has~~Neal ~~been a member of the board of directors of Lineage Cell Therapeutics, Inc~~C. ~~(f/k/a~~Bradsher ~~BioTime, Inc.~~(Chair), ~~since~~Louis ~~July 2009~~E. ~~Broadwood~~Silverman ~~Capital,~~Christopher ~~Inc~~M. isWang ~~the~~Lilian ~~general partner of Broadwood Partners, L~~Y.~~P.,~~ ~~which is currently the Company’s largest stockholder.~~ Zhou

~~Mr. LeBuhn,~~The ~~60,~~Company has ~~been~~notified ~~Executive~~NASDAQ ~~Vice~~that ~~President at Broadwood Capital, Inc.,~~ the ~~investment~~Company ~~manager~~has ofregained ~~Broadwood~~compliance ~~Partners,~~with ~~L.P.,~~the ~~since~~director ~~July~~independence ~~2017.~~requirements ~~From~~for ~~June~~the ~~2006~~Audit ~~through~~Committee ~~June~~pursuant ~~2017,~~to ~~Mr. LeBuhn~~NASDAQ ~~was~~Listing ~~Senior~~Rule ~~Vice President at Broadwood Capital~~5605, ~~Inc. Previously, Mr. LeBuhn was Principal of Broadfield Capital Management, LLC, a private investment firm, from 2005 to 2006,~~ and ~~Vice~~the ~~President~~Company ofis ~~Derchin~~no ~~Management,~~longer asubject ~~private investment firm, from July 2002~~ to May 2005. Earlier in his career, Mr. LeBuhn founded and was Managing Member of Triple Eight Capital, LLC, an investment analysis and financial advisory firm, was Managing Director of Craig Drill Capital, Inc., a private investment firm, and served as an operating business manager for Chubb and Son, Inc., the ~~property~~cure ~~and~~period ~~casualty~~under ~~insurance~~NASDAQ ~~division~~Listing ofRule ~~The Chubb Corporation. Mr. LeBuhn received a M.~~5605(c)(4)(B).A. in Finance with Distinction from Columbia University Graduate School of Business in 1996. He received a B.A. in Economics from St. Lawrence University in 1988. Mr. LeBuhn served as a director of Comarco, Inc. until its dissolution in 2019 and as a director of Asterias Biotherapeutics, Inc. until its merger with BioTime, Inc. in 2019.

~~Mr. Wang,~~In 54addition, is the ~~founder~~Board ofvoted ~~Yunqi~~to ~~Capital~~establish ~~Limited (“Yunqi Capital”) and has served as its Chief Investment Officer and portfolio manager since it was established in 2018. Before founding Yunqi Capital, Mr. Wang was~~ a ~~senior~~Search ~~investment~~Committee ~~professional~~of ~~and~~the ~~Co-Portfolio~~Board ~~Manager~~to athelp ~~Owl~~guide ~~Creek~~the ~~Asia~~Board’s ~~(Hong~~efforts ~~Kong) from 2008~~ to ~~2017,~~identify and ~~prior~~make todecisions ~~that~~with ~~served~~respect asto ~~General~~Company ~~Manager~~leadership, ~~Corporate~~including ~~Finance~~a ~~Department~~successor ~~of China Merchants (Holdings) International Ltd. from 2004~~ to ~~2007.~~the ~~Mr. Wang~~Chief ~~received~~Executive aOfficer, ~~B.B.A.~~as ~~in Business Finance from Simon Fraser University in 1994.~~ follows:

~~Item~~Search 8Committee Lilian Y.01 ~~Other~~Zhou ~~Events~~(Chair) Neal C. Bradsher Wei Jiang Louis E. Silverman Christopher M. Wang

OnThe ~~January 15,~~Board ~~2026,~~also ~~the~~voted ~~Company~~to ~~issued~~establish aan ~~press~~Insight ~~release~~and ~~announcing~~Engagement Committee of the ~~planned~~Board ~~leadership~~to ~~changes~~further ~~and~~engage ~~related~~with ~~matters~~Company ~~discussed~~management, ~~above.~~internal Aand ~~copy~~external ofstakeholders, ~~the~~and ~~press~~industry ~~release~~experts isand ~~attached~~leaders, asin ~~Exhibit~~order ~~99.1~~to gather different perspectives and isinsights ~~incorporated~~on ~~herein~~the byCompany’s ~~reference.~~business, prospects, and opportunities, as follows:

~~Item~~Insight 9and Engagement Committee Christopher M.01 ~~Financial~~Wang ~~Statements~~(Chair) ~~and~~Neal ~~Exhibits~~C. Bradsher Richard T. LeBuhn

ExhibitNo.		Description of Exhibit
10.1		Cooperation Agreement, dated as of January 14, 2026, between STAAR Surgical Company and Broadwood Partners, L.P.
99.1		Press Release, dated as of January 15, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Board members shall be eligible to receive compensation for their services as chair or a member, as applicable, of each of the Board’s three standing committees, and Mr. Bradsher shall be eligible to receive compensation for his service as Board Chair, in each case in accordance with the Company’s existing non-employee director compensation program.

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 hereunto duly authorized.


	STAAR SURGICAL COMPANY

	By:	/s/ Stephen C. Farrell
	Name:	Stephen C. Farrell
	Title:	Chief Executive Officer

Dated: January 15, 2026

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