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

LENSAR, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 2.02 Results of Operations and Financial Condition.

On November 4, 2025, LENSAR, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended September 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Exhibit 99.1

LENSAR® Reports Third Quarter 2025 Results and Provides Business Update

18 ALLY Robotic Cataract Laser Systems® (“ALLY Systems”) placed in 3Q 2025; Backlog of 18 ALLY Systems pending installation as of September 30, 2025

ALLY installed base grew 77% and total laser installed base grew 20% over 3Q 2024

ORLANDO, Fla. (November 6, 2025) – LENSAR, Inc. (Nasdaq: LNSR) (“LENSAR” or the “Company), a global medical technology company focused on advanced robotic laser solutions for the treatment of cataracts, today announced financial results for the quarter ended September 30, 2025 and provided an update on key operational initiatives.

“We are pleased with the continued adoption of ALLY both in the U.S. and abroad, as well as the continuous, positive feedback from surgeons reinforcing ALLY’s compelling value proposition,” said Nick Curtis, President and CEO of LENSAR. “We grew the ALLY installed base significantly over the past 12 months and achieved solid growth in procedure volume compared to the third quarter of 2024. We continue to deliver increased value to our surgeon partners through higher efficiencies and excellent patient outcomes. In association with our pending acquisition by Alcon, we continue to work collaboratively with the U.S. Federal Trade Commission, responding to its request for additional information, and now expect the transaction to close in the first quarter of 2026.”

Third Quarter 2025 Financial Results

Total revenue for the quarter ended September 30, 2025 was $14.3 million, an increase of $0.8 million, or 6%, compared to total revenue of $13.5 million for the quarter ended September 30, 2024. The increase in the third quarter of 2025 was primarily due to increased procedure volume. Worldwide procedure volume increased by approximately 11% in the third quarter of 2025 as compared to 2024. During the three months ended September 30, 2025, the Company placed 18 ALLY Systems, increasing the installed base to approximately 185 ALLY Systems, representing a 77% increase in the ALLY installed base over September 30, 2024. The total combined installed base of LENSAR Laser Systems and ALLY Systems increased to approximately 425 as of September 30, 2025, reflecting a 20% increase over the total combined installed base as of September 30, 2024.

The following table provides information about revenue and revenue attributable to recurring sources, which we consider to be all components of our revenue except for the sales of our systems:

The following table provides information about procedure volume:

Selling, general and administrative expenses were $12.0 million and $6.1 million for the quarters ended September 30, 2025 and 2024, respectively, an increase of $5.9 million, or 98%. The increase was primarily due to approximately $5.3 million in acquisition-related costs incurred in connection with the proposed merger with Alcon Research, LLC (“Alcon”) announced on March 24, 2025 (the “Alcon Transaction” or the “merger”).

Research and development expenses were $1.4 million and $1.2 million for the quarters ended September 30, 2025 and 2024, respectively, an increase of $0.2 million, or 14%.

Net loss for the quarter ended September 30, 2025, was $3.7 million, or ($0.31) per common share, compared to a net loss of $1.5 million, or ($0.13) per common share, for the quarter ended September 30, 2024. The increase in net loss in the third quarter of 2025, as compared to the third quarter of 2024, was predominantly due to costs related to the Alcon Transaction. Included within net loss were stock-based compensation expenses of $0.9 million and $0.7 million for the quarters ended September 30, 2025 and 2024, respectively.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) for the quarter ended September 30, 2025 was ($2.7) million, compared with ($0.6) million for the quarter ended September 30, 2024. Adjusted EBITDA, which we calculate by adding back stock-based compensation expense, change in the fair value of warrant liabilities, acquisition-related costs, and impairment of intangible assets, was ($0.3) million for the quarter ended September 30, 2025 and $0.4 million for the quarter ended September 30, 2024. EBITDA and Adjusted EBITDA are non-GAAP financial measures, and a reconciliation of these measures to net loss is set forth below in this press release.

As of September 30, 2025, the Company had cash, cash equivalents, and investments of $16.9 million, as compared to $22.5 million at December 31, 2024. The Company’s cash balance decreased approximately $3.4 million in the quarter ended September 30, 2025.

Conference Call

Following the announcement of LENSAR’s definitive agreement to be acquired by Alcon, the Company will not be hosting an earnings conference call this quarter.

About LENSAR

LENSAR is a commercial-stage medical device company focused on designing, developing, and marketing advanced systems for the treatment of cataracts and the management of astigmatism as an integral aspect of the procedure. LENSAR has developed its ALLY Robotic Cataract Laser System™ as a compact, highly ergonomic system utilizing an extremely fast dual-modality laser and integrating AI into proprietary imaging and software. ALLY is designed to transform premium cataract surgery by utilizing LENSAR’s advanced robotic technologies with the ability to perform the entire procedure in a sterile operating room or in-office surgical suite, delivering operational efficiencies and reduced overhead. ALLY includes LENSAR’s proprietary Streamline® software technology, designed to guide surgeons to achieve better outcomes.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Alcon Transaction, regulatory review of the Alcon Transaction and the expected timing of the closing of the Alcon Transaction, ALLY’s commercialization and the Company’s operational performance. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,” “possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions.

Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various important factors, including, but not limited to: (i) the proposed merger may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Company or the expected benefits of the proposed merger; (ii) the failure to realize the anticipated benefits of the proposed merger; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) risks that the milestone related to the contingent value right is not achieved; (v) the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances which would require the Company to pay a termination fee or other expenses; (vii) the effect of the announcement or pendency of the merger on the Company’s ability to retain and hire key personnel, or its operating results and business generally, (viii) there may be liabilities related to the merger that are not known, probable or estimable at this time or unexpected costs, charges or expenses; (ix) the merger may result in the diversion of management’s time and attention to issues relating to the merger; (x) there may be significant transaction costs in connection with the merger; (xi) adverse consequences of legal proceedings instituted against the Company following the announcement of the merger; and (xii) the Company’s stock price may decline significantly if the merger is not consummated. In addition, a number of other important factors could cause the Company’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to the other important factors that are disclosed under the heading “Risk Factors” contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in its other filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, to be filed with the SEC, each accessible on the SEC’s website at www.sec.gov and the Investor Relations section of the Company’s website at https://ir.lensar.com.

All forward-looking statements are expressly qualified in their entirety by such factors. Except as required by law, the Company undertakes no obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.

Non-GAAP Financial Measures

The Company prepares and analyzes operating and financial data and non-GAAP measures to assess the performance of its business, make strategic and offering decisions and build its financial projections. The key non-GAAP measures it uses are EBITDA and Adjusted EBITDA. EBITDA is defined as net loss before interest expense, interest income, income tax expense, depreciation and amortization expenses. EBITDA is a non-GAAP financial measure. EBITDA is included in this filing because we believe that EBITDA provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Adjusted EBITDA is also a non-GAAP financial measure. We believe Adjusted EBITDA, which is defined as EBITDA and further excluding stock-based compensation expense, change in fair value of warrant liabilities, acquisition-related costs, and impairment of intangible assets provides meaningful supplemental information for investors when evaluating our results and comparing us to peer companies as stock-based compensation expense and change in fair value of warrant liabilities are significant non-cash charges, impairment of intangible assets is a non-cash charge that is not indicative of our core operating results and acquisition-related costs are not recurring. We use these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. However, there are a number of limitations related to the use of non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance and, therefore, any non-GAAP measures we use may not be directly comparable to similarly titled measures of other companies. Investors should not consider our non-GAAP financial measures in isolation or as a substitute for an analysis of our results as reported under GAAP.

Reconciliations of EBITDA and Adjusted EBITDA to their most comparable GAAP financial measure are set forth below.

LENSAR, Inc.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

LENSAR, Inc.

BALANCE SHEETS
(In thousands, except per share amounts)