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Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9. Commitments and Contingencies

Purchase Obligation

LENSAR is a party to various supply agreements for the manufacture and supply of certain components. The supply agreements commit LENSAR to a minimum purchase obligation of approximately $8,959 over the next 18 months. LENSAR expects to meet these requirements.

Royalty Payments

The Company acquired certain intellectual property, which would result in royalty payments at a rate of 3% of certain revenue upon the phacoemulsification features being cleared for commercialization and operational in the ALLY System.

Employee Retention Credit

In March 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act provides for an employee retention credit (“ERC”), which is a refundable tax credit against certain employment taxes paid in 2020 and

2021. The Company filed for the ERC in the amount of approximately $1,600 in the first quarter of 2023. Should the Company receive the full ERC, it will owe $250 in contingent professional fees. Given the uncertainty the ERC will be allowed by the Internal Revenue Service and the amount received, if any, cannot be estimated, the Company has not recognized any amounts in the condensed financial statements as of June 30, 2023. Refer to Note 15, Subsequent Event.

Legal Matters

The medical device market in which LENSAR participates is largely technology driven. As a result, intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. The Company makes provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings.

In addition, on June 26, 2023, a stockholder of the Company filed a complaint against the Company and certain of its officers and members of the board of directors (“Defendants”) in the United States District Court for Delaware, captioned Schaper v. LENSAR, Inc., et al., Case No. 1:23-cv-00692-GBW (the “Schaper Action”). Defendants moved on July 17, 2023 to dismiss the complaint. On July 27, 2023, the parties filed a stipulation extending Schaper’s time to respond to the motion to dismiss. Pursuant to the stipulation, Schaper is required to file an amended complaint on or before August 14, 2023.

The Company vigorously denies that the definitive proxy statement filed with the SEC on June 20, 2023 was deficient in any respect. The Company believes the allegations and claims asserted in the Schaper Action are without merit and that supplemental disclosures were not required or necessary under applicable laws. At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, in this matter.

This matter or other such matters may be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices, even if we believe the claims asserted against us are without merit. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any such actions will not have a material adverse effect on our business, results of operations, financial condition or cash flows.