SCHEDULE: Broadwood Seeks STAAR Surgical Board Shake-Up

Activist investor Broadwood Capital intends to call a special meeting to remove several STAAR Surgical directors and opposes the company's proposed merger.

Summary

• Broadwood Partners, L.P., Broadwood Capital, Inc., and Neal C. Bradsher collectively beneficially own 27.4% of STAAR Surgical Co.'s common stock.
• Reporting Persons notified STAAR Surgical's Board on October 21, 2025, of their intent to call a special meeting of stockholders to remove several directors, whose identities are yet to be determined.
• The notification also cautioned the Board against taking any procedural or substantive actions regarding the Proposed Merger before the stockholder vote at the Special Meeting scheduled for October 23, 2025.
• Reporting Persons referenced their ongoing contested solicitation in opposition to the Merger Agreement Proposal and the Compensation Proposal to be considered at the October 23, 2025 Special Meeting.
• They believe they are entitled to call a special meeting for director removal under the Issuer's governing documents and applicable state law, regardless of the outcome of the October 23, 2025 Special Meeting.
• Reporting Persons intend to file a proxy statement to solicit proxies for the removal of directors and other potential proposals at a future, yet-to-be-called special meeting.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the initiation of a significant shareholder activism campaign, including an intent to remove directors and opposition to a proposed merger. This indicates internal conflict and potential instability for the company.

Positives

• Activist shareholders are asserting their rights to influence corporate governance and strategic direction, potentially leading to improved shareholder value if their proposals are successful.
• The reporting persons hold a significant stake (27.4%), indicating strong conviction in their actions and potential influence.

Negatives

• The company faces significant shareholder dissent and a potential proxy fight, which can be disruptive to operations and management focus.
• The opposition to the Proposed Merger and Compensation Proposal creates uncertainty around the company's strategic plans.
• Potential for board instability due to the intent to remove several directors.

Risks

• The Issuer may contest or challenge the Reporting Persons' ability to call a special meeting of stockholders to remove directors.
• Uncertainty regarding the outcome of the stockholder vote on the Merger Agreement Proposal and Compensation Proposal at the October 23, 2025 Special Meeting.
• Potential for prolonged governance disputes and proxy contests, which can divert management resources and negatively impact company performance and stock price.
• The identities of the directors targeted for removal are not yet determined, creating uncertainty for current board members.

Future Outlook

Reporting Persons intend to communicate with STAAR Surgical's management and Board, and may enter into negotiations and agreements regarding their proposals. They also plan to communicate with other stockholders or third parties, including potential director and management candidates. A proxy statement will be filed to solicit proxies for the removal of directors and other proposals at a future special meeting. However, Reporting Persons may change their intentions regarding these matters.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased volatility in share price due to governance uncertainty and proxy contest. Opportunity for value creation if activist proposals are successful, or disruption if the contest is protracted.
• Board of Directors: Current directors face potential removal and increased scrutiny. The Board's authority and strategic decisions are being challenged.
• Management: Management's focus may be diverted to addressing the activist campaign and proxy contest, potentially impacting operational execution.
• Employees: Uncertainty regarding future company direction and leadership could impact employee morale and retention.

Next Steps

• Reporting Persons will continue to communicate with STAAR Surgical's management and Board.
• Reporting Persons may enter into negotiations and agreements with the company.
• Reporting Persons will communicate with other stockholders and third parties, including potential director and management candidates.
• Reporting Persons intend to file a proxy statement and accompanying proxy card with the SEC to solicit proxies for director removal and other proposals at a future special meeting of stockholders.

Key Dates

Recommendation

The filing signals significant shareholder activism, including an intent to remove directors and opposition to a proposed merger. This creates substantial uncertainty and potential for a protracted proxy fight, which can negatively impact the company's stability and stock performance. While the activist's goals could ultimately lead to value creation, the immediate outlook is clouded by governance disputes. A 'hold' recommendation is prudent until there is more clarity on the outcome of the special meetings and the resolution of the contested proposals, allowing investors to assess the impact on the company's strategic direction and operational execution.

Keywords

STAAR Surgical, Broadwood Capital, Shareholder Activism, Proxy Fight, Board Removal, Special Meeting, Merger Opposition, Corporate Governance, Schedule 13D, Investment Management