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): July 02, 2025 |
LENSAR, INC.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware |
001-39473 |
32-0125724 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
|
|
2800 Discovery Drive |
|
Orlando, Florida |
|
32826 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 888 536-7271 |
(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:
☐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
|
|
Trading
Symbol(s) |
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share |
|
LNSR |
|
The Nasdaq Stock Market LLC |
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 5.07 Submission of Matters to a Vote of Security Holders.
On July 2, 2025, LENSAR, Inc., a Delaware corporation (“LENSAR” or the “Company”), held a virtual special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement of LENSAR prepared in connection with the Merger Agreement (as defined below) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 19, 2025, which was first mailed to LENSAR’s stockholders on May 19, 2025.
As of the close of business on May 15, 2025, the record date for the Special Meeting, there were 11,904,989 shares of LENSAR Common Stock, par value $0.01 per share, and 20,000 shares of LENSAR Series A Convertible Preferred Stock issued and outstanding and entitled to vote at the Special Meeting. 80.69% of all of the shares of issued and outstanding LENSAR Common Stock and LENSAR Series A Convertible Preferred Stock entitled to vote were present virtually or represented by proxy at the Special Meeting and thus a quorum was present. The tables below detail the final voting results for each proposal:
1.Proposal No. 1 - The Merger Proposal: To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of March 23, 2025, by and among Alcon Research, LLC (“Parent”), and VMI Option Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”) and LENSAR, pursuant to which Merger Sub will be merged with and into LENSAR, with LENSAR surviving as a wholly owned subsidiary of Parent (the “Merger” and such proposal, the “Merger Proposal”).
The Merger Proposal was approved by the requisite vote of LENSAR’s stockholders.
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
15,983,846 |
|
26,033 |
|
5,113 |
|
0 |
2.Proposal No. 2 - The Merger Compensation Proposal: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to LENSAR’s named executive officers that is based on or otherwise relates to the Merger (the “Merger Compensation Proposal”).
The Merger Compensation Proposal was approved by the requisite vote of LENSAR’s stockholders.
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
14,369,161 |
|
1,600,968 |
|
44,863 |
|
0 |
3.Proposal No. 3 - The Adjournment Proposal: To approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).
Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
15,946,233 |
|
62,212 |
|
6,547 |
|
0 |
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.
|
|
|
|
|
|
|
LENSAR, Inc. |
|
|
|
|
Date: |
July 2, 2025 |
By: |
/s/ Nicholas T. Curtis |
|
|
Name: |
Nicholas T. Curtis |
|
|
Title: |
Chief Executive Officer |