Cases & Investigations
Lensar, Inc. Securities Litigation

On June 26, 2023, Wolf Popper filed an action in the U.S. District Court for the District of Delaware on behalf of Ryan Schaper, an investor who owns almost four percent of the common stock of Lensar, Inc. (NasdaqCM: LNSR).  The case alleges that a proxy statement filed by Lensar violates federal securities law by omitting material information concerning the subject of the vote being solicited.  The proxy statement seeks shareholder approval of the conversion by a significant shareholder, North Run Capital, LP, of its Lensar preferred shares, and the exercise of its warrants, such that North Run will become the controlling shareholder of the company.  North Run acquired these preferred shares and warrants as a result of a $20 million highly dilutive, below-market capital raise on the heels of FDA approval of Lensar’s transformative cataract laser treatment system.

The proxy statement fails to disclose, for example, that Lensar had at the time of the capital raise a non-public budget that projected a fast and significant increase in the profitability of the company because of this newly approved treatment system, that other, non-dilutive capital raise options were available other than the deal with North Run, that the company had an approved $10 million line of credit, that the company was negotiating a debt transaction with another Lensar shareholder that was abruptly discontinued, that other shareholders other than North Run had reached out to Lensar about participating in a capital raise, and although the Board recommends voting for the proposal, the proxy statement fails to disclose why the Board makes this recommendation, especially since there is no apparent rational reason to approve North Run becoming the company’s controlling shareholder when approval was not a condition of the $20 million capital raise and no such approval is otherwise necessary.

On February 26, 2024, the Defendants moved to dismiss the Second Amended Complaint.  The motion to dismiss was fully briefed as of May 15, 2024.  The parties await the Court’s decision on the motion.

The case is Schaper v. Lensar, Inc., et al., C.A. No. 23-692-GBW (D. Del.), and the complaint can be seen here.
 

• Phone: Carl Stine – (212) 451-9631
• Phone: Chet Waldman – (212) 451-9624
• Phone: Adam Blander– (212) 451-9667
• Email: Outreach@wolfpopper.com