10-K/A: LENSAR Files Amended 10-K to Include Omitted Information on Directors, Executive Compensation, and Related Matters

Sentiment:

Form 10-K/A Amendment 30 April 2025 4:05 PM

LENSAR, Inc. files an amendment to its annual report on Form 10-K to include previously omitted information regarding directors, executive compensation, security ownership, related transactions, and principal accountant fees.

Delay expectedThe company no longer expects to file its definitive proxy statement within 120 days of December 31, 2024.

Summary

LENSAR, Inc. filed an amendment to its original Form 10-K for the fiscal year ended December 31, 2024.
The amendment includes information previously omitted from Part III, Items 10, 11, 12, 13, and 14 of the original filing.
The company no longer expects to file its definitive proxy statement within 120 days of December 31, 2024, necessitating the amendment.
The amendment includes new certifications from the principal executive officer and principal financial officer.
As of April 28, 2025, there were 11,792,156 shares of the company's common stock outstanding.
The approximate market value of the registrant's common stock held by non-affiliates as of June 30, 2024, was $37.5 million.

Sentiment

Score: 6

Explanation: The document is primarily factual, detailing an amendment to a regulatory filing. The sentiment is neutral, with a slight negative due to the need to correct omissions in the original filing.

Positives

The company has adopted a code of business conduct and ethics applicable to all directors, officers, and employees.
The company has an insider trading compliance policy to promote compliance with insider trading laws.
The audit committee is composed of independent and financially literate members.
The company has a clawback policy applicable to incentive-based compensation granted to executive officers.
The company's non-employee directors are compensated with a mix of cash and stock-based compensation.

Negatives

The original Form 10-K omitted required information, necessitating the filing of an amendment.
Mr. Connaughton and Mr. Staab each filed a late Form 4 covering one late transaction, and Mr. Winer filed two late Forms 4, each covering one late transaction.

Risks

Transactions with related persons present a heightened risk of conflicts of interest.
The company's success depends on its ability to retain key executives.
The company's performance-based annual bonuses are subject to the board's evaluation of corporate objectives.
Equity-based incentive awards are subject to vesting schedules and performance conditions.

Future Outlook

The company aims to achieve specific revenue targets by December 31, 2026, and December 31, 2027, to trigger the vesting of performance stock units (PSUs) granted to executives.

Industry Context

LENSAR operates in the ophthalmic medical device industry, competing with companies like STAAR Surgical and Glaukos Corporation, as evidenced by board member affiliations.

Comparison to Industry Standards

The document mentions several board members also serving on the boards of other publicly traded companies in the medical device and pharmaceutical industries, such as Glaukos Corporation (NYSE: GKOS), STAAR Surgical Company (Nasdaq: STAA), Genmab A/S (Nasdaq: GMAB), and Geron Corporation (Nasdaq: GERN).
This suggests that LENSAR's corporate governance and executive compensation practices are likely benchmarked against those of similar companies in these sectors.
The document also references the company's compliance with Nasdaq listing standards, indicating adherence to industry-standard corporate governance practices.

Related Party Transactions

On May 12, 2023, the Company entered into a Securities Purchase Agreement with NR-GRI Partners, LP, an affiliate of North Run, for an aggregate gross purchase price of $20.0 million.
In connection with the Private Placement, we reimbursed North Run for its transaction expenses in an amount of approximately $241,000.

Stakeholder Impact

Shareholders are impacted by the disclosure of executive compensation and equity ownership.
Employees are impacted by the company's compensation and benefit plans.
The company's relationships with its directors and auditors are disclosed, impacting transparency.

Next Steps

The company will continue to operate under its existing corporate governance policies.
The company will aim to meet the revenue targets associated with the performance stock units (PSUs) granted to executives.
The company will file its definitive proxy statement at a later date.

Key Dates

Date	Description
August 2002	Mr. Curtis served as a senior vice president of sales and marketing at STAAR Surgical Company until August 2008.
December 2002	Thomas B. Ellis and Todd B. Hammer have served as Co-Managing Members at North Run since December 2002.
May 2003	Mr. Staab served as Executive Vice President, Chief Financial Officer and Treasurer of Inspire Pharmaceuticals from May 2003 through its acquisition by Merck & Co., Inc. in May 2011.
January 2008	Alan B. Connaughton was our vice president of operations from January 2008 until April 2015.
May 2009	Ms. Weisner served in a number of positions at Advanced Medical Optics, Inc. (acquired by Abbott Laboratories) until May 2009.
August 2010	Mr. Curtis served as our chief commercial officer from August 2010 until February 2012.
July 2011	Mr. Staab served as a Senior Vice President, Chief Financial Officer and Treasurer at BioCryst Pharmaceuticals, Inc., from July 2011 to February 2020.
January 2012	Ms. OFarrell served as chief procurement officer and head of global shared services at Eli Lilly and Company from January 2012 to December 2017.
February 2012	Nicholas T. Curtis has served as our Chief Executive Officer and as a member of our Board of Directors since February 2012.
January 2013	Mr. Winer served as AbbVie Japans chief executive officer until March 2014 after AbbVie separated from Abbott Laboratories in January 2013.
July 2014	Ms. Weisner has served as a Director for Glaukos Corporation since July 2014.
January 2015	Mr. Winer has served as a consultant for DRC Health Care Advisors since January 2015.
April 2015	Alan B. Connaughton has served as our chief operating officer since April 2015.
November 2017	William J. Link, PhD, has served as a member and chairperson of our Board of Directors since November 2017.
February 2018	Richard L. Lindstrom, MD, has served as a member of our Board of Directors since February 2018.
April 2018	Gary M. Winer has served as a member of our Board of Directors since April 2018.
June 2018	Ms. OFarrell serves on the board of directors of PDL BioPharma, Inc., since June 2018 and also serves as the chairperson of the PDL BioPharma, Inc. Board.
April 2019	Mr. Winer served as the president and chief executive officer of ORGENTEC Diagnostika GmbH from April 2019 until the acquisition of the company in September 2021.
May 2020	Thomas R. Staab, II has served as our Chief Financial Officer since May 2020.
July 2020	We entered into employment letters with Mr. Curtis, Mr. Connaughton and Mr. Staab in July 2020.
February 2021	Elizabeth G. OFarrell and Aimee S. Weisner have served on our Board of Directors since February 2021.
September 2021	ORGENTEC Diagnostika GmbH was acquired in September 2021.
June 2022	Ms. Weisner has served as a director of STAAR Surgical Company since June 2022.
March 2022	Ms. OFarrell serves on the board of directors of Genmab A/S since March 2022.
May 12, 2023	The Company entered into a Securities Purchase Agreement with NR-GRI Partners, LP.
May 18, 2023	The Preferred Shares and Warrants were issued on May 18, 2023 (the Closing) pursuant to the Purchase Agreement.
May 2023	Thomas B. Ellis and Todd B. Hammer have served on our Board of Directors since May 2023.
August 1, 2023	The Companys stockholders approved the issuance of shares of common stock upon conversion of shares of Series A Convertible Preferred Stock and exercise of the Class A Common Stock Purchase Warrants and Class B Common Stock Purchase Warrants issued and sold to the Buyer pursuant to Nasdaq Listing Rule 5635(b).
October 2023	Our board of directors adopted a clawback policy applicable to incentive-based compensation granted to current and former executive officers of the Company, effective in October 2023.
January 22, 2024	Our Board of Directors approved an increase in Messrs. Curtiss, Connaughtons, and Staabs base salaries from $542,000, $406,500, and $384,000 to $563,700, $422,800, and $399,400, respectively.
February 2024	We adopted the Companys 2024 Employment Inducement Incentive Award Plan.
May 6, 2024	We granted and RSUs and PSUs to our named executive officers under the 2020 Plan.
August 2024	Mr. Ellis and Mr. Hammer have served on the board of directors of Guerilla RF since August 2024.
December 31, 2024	Fiscal year ended December 31, 2024.
February 2025	Our Board of Directors approved cash bonus payments for the 2024 fiscal year to be paid to the named executive officers in February 2025.
February 27, 2025	LENSAR, Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (Original Form 10-K).
April 28, 2025	As of April 28, 2025, there were 11,792,156 shares of the registrants common stock outstanding.
April 30, 2025	Date of signatures for the amended report.

Keywords

executive compensation, directors, corporate governance, security ownership, related transactions, audit fees, Form 10-K, LENSAR

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