SCHEDULE 13D/A: Major Shareholders Back LENSAR, Inc. Merger with Alcon Research, LLC

An amended Schedule 13D filing reveals that key reporting persons, including North Run Capital and NR-GRI Partners, have entered into a voting agreement to support the merger of LENSAR, Inc. with Alcon Research, LLC.

Summary

• This document is Amendment No. 1 to the Schedule 13D originally filed on May 19, 2023, by North Run Capital, LP, North Run Advisors, LLC, NR-GRI Partners, LP, NR-GRI Partners GP, LLC, Thomas B. Ellis, and Todd B. Hammer (collectively, the "Reporting Persons").
• The amendment primarily discloses that on March 23, 2025, concurrent with the execution of an Agreement and Plan of Merger, the Reporting Persons entered into a Voting Agreement with Alcon Research, LLC ("Parent").
• The Voting Agreement commits the Reporting Persons to support the merger of VMI Option Merger Sub, Inc. (a wholly-owned subsidiary of Parent) with and into LENSAR, Inc. (the "Issuer"), with the Issuer surviving as a wholly-owned subsidiary of Parent.
• This support includes voting their voting securities to adopt the Merger Agreement, subject to certain termination rights, limitations, and cut-backs detailed in the Voting Agreement.
• As of the filing date, North Run Capital, LP directly beneficially owns 1,100,592 shares, representing approximately 9.3% of the Issuer's outstanding common stock.
• NR-GRI Partners, LP directly beneficially owns 12,307,692 shares, issuable upon exercise of warrants and/or conversion of Series A Preferred, constituting approximately 51.1% of the Issuer's outstanding common stock.
• Thomas B. Ellis and Todd B. Hammer each beneficially own an aggregate of 13,535,938 shares, representing approximately 55.9% of the Issuer's outstanding common stock, which includes shares held by North Run LP, NR-GRI LP, and direct holdings of vested restricted stock units and stock options.
• The aggregate percentage of shares reported owned is based on 11,789,492 shares outstanding as of January 31, 2025, as reported in the Issuer's Annual Report on Form 10-K filed on February 27, 2025, and assumes the exercise/conversion of reported stock options, warrants, and Series A Preferred for the respective reporting persons' calculations.

Sentiment

Score: 8

Explanation: The sentiment is positive as the filing indicates strong shareholder support for a proposed merger, increasing the likelihood of the transaction's completion. This reduces uncertainty regarding the company's future ownership structure.

Positives

• The execution of a Voting Agreement by significant shareholders (collectively owning 55.9% of the company's stock on a beneficial ownership basis) indicates strong support for the proposed merger with Alcon Research, LLC, increasing the likelihood of its successful completion.
• The merger, if completed, would result in LENSAR, Inc. becoming a wholly-owned subsidiary of Alcon Research, LLC, potentially providing stability and resources from a larger entity.

Negatives

• The Voting Agreement is subject to termination rights, limitations, and cut-backs, which could potentially prevent the merger from being completed as planned.
• The filing does not provide details on the merger terms (e.g., price per share), which are crucial for assessing the financial impact on shareholders.

Risks

• The Voting Agreement contains termination rights, limitations, and cut-backs, which could lead to the agreement being terminated and the merger not proceeding.
• The successful completion of the merger is contingent upon various terms and conditions set forth in the Merger Agreement, which are not fully detailed in this filing.

Future Outlook

The document indicates a clear path towards the merger of LENSAR, Inc. with Alcon Research, LLC, with significant shareholder support secured through a voting agreement. The completion of this merger would result in LENSAR, Inc. becoming a wholly-owned subsidiary of Alcon Research, LLC.

Management Comments

• Todd B. Hammer and Thomas B. Ellis, as key individuals associated with the Reporting Persons, have signed the filing, indicating their direct involvement and support for the Voting Agreement and the proposed merger.

Industry Context

This filing pertains to a specific corporate acquisition within the medical technology or ophthalmology sector, where LENSAR, Inc. operates. The acquisition by Alcon Research, LLC, a larger entity, suggests potential consolidation or strategic expansion within the industry, though the filing does not provide broader industry trend analysis.

Corporate Governance

Related Party Transactions

• The Voting Agreement was entered into between the Reporting Persons (significant shareholders of LENSAR, Inc.) and Alcon Research, LLC (the acquiring entity). This constitutes a transaction involving parties with a pre-existing relationship (major shareholders) that directly impacts the future of the company and all other shareholders.

Stakeholder Impact

• Shareholders: The Voting Agreement by major shareholders significantly increases the probability of the merger's completion, which will directly impact all shareholders through the terms of the merger agreement (e.g., cash consideration, stock exchange).
• Employees: A merger typically leads to integration and potential restructuring, which could impact employees, though no specifics are mentioned in this filing.
• Customers/Suppliers: The change in ownership could affect future business relationships, product development, and supply chain strategies, though the filing does not provide details.

Next Steps

• The merger of Merger Sub with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent, is the primary next step.
• The Reporting Persons are committed to voting their securities to adopt the Merger Agreement.

Key Dates

Keywords

LENSAR Inc., Alcon Research LLC, Merger Agreement, Voting Agreement, Schedule 13D Amendment, Beneficial Ownership, Corporate Acquisition, SEC Filing, Common Stock, Shareholder Vote