The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and the
related notes included elsewhere in this Quarterly Report, as well as the
audited financial statements and the related notes thereto, and the discussion
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Business" included in the Annual Report. Some of the
information contained in this discussion and analysis or set forth elsewhere in
this Quarterly Report, including information with respect to our plans and
strategy for our business, includes forward-looking statements that involve
risks, uncertainties and other factors that could cause actual results to differ
materially from those made, projected or implied in the forward-looking
statements. Please see the "Risk Factor Summary" and "Risk Factors" sections for
a discussion of the uncertainties, risks and assumptions associated with these
statements.

Overview

We are a commercial-stage medical device company focused on designing,
developing and marketing an advanced femtosecond laser system for the treatment
of cataracts and the management of pre-existing or surgically induced corneal
astigmatism. Our systems incorporate a range of proprietary technologies
designed to assist the surgeon in obtaining better visual outcomes, efficiency
and reproducibility by providing advanced imaging, simplified procedure
planning, efficient design and precision. We believe the cumulative effect of
these technologies results in a laser system that can be quickly and efficiently
integrated into a surgeon's existing practice, is easy to use and provides
surgeons the ability to deliver improved visual outcomes.

Our current product portfolio includes the LENSAR Laser System with Streamline
IV and IntelliAxis (both our first generation and ALLY Systems) and its
associated consumable components. The consumable portion of the system consists
of a disposable patient interface device kit, or PID kit, and the system also
requires a procedure license. Each procedure on each system requires the use of
a PID kit. The PID kit includes a suction ring, vacuum filter and fluidic
connection that are designed to facilitate placement of the laser while
minimizing a patient's discomfort, intraocular pressure and trauma to the retina
and maintaining corneal integrity. The procedure license is downloaded onto the
system as required or as purchased by the customer. The system will not perform
a procedure without a valid license. We sell licenses individually and also
offer licenses in a subscription package with minimum monthly obligations and
the ability to increase procedure numbers as the practice grows to address
occasional increases in demand. We believe this structure allows the surgeon to
implement a budget while also providing us with a predictable revenue stream.

We are focused on continuous innovation and have launched our proprietary next
generation ALLY™ Adaptive Cataract Treatment System, or ALLY System. The ALLY
System, which has received clearance from the U.S. Food and Drug Administration,
or FDA, enables cataract surgeons to complete the femtosecond-laser-assisted
cataract surgery, or FLACS, procedure seamlessly in a single, sterile
environment. This clearance is the first stage of a planned, two step commercial
release strategy. We are coordinating a controlled and targeted initial launch
of the ALLY System throughout the remainder of 2022. The ALLY System is expected
to be made widely available to U.S. cataract surgeons in 2023. Our ability to
place systems in 2022 has been limited by supply chain constraints that have
delayed the delivery of certain ALLY System raw materials and the completion and
testing of ALLY Systems for use as launch-stock inventory. As the second stage
of the commercial release strategy, we plan to seek an additional 510(k)
clearance for the phacoemulsification features of the ALLY System in a
subsequent 510(k) submission subject to a third party's phacoemulsification
device receiving clearance and serving as the predicate device. As this device
will be considered the predicate device for purposes of evaluating the ALLY
System's phacoemulsification functionality, we are unable to submit our second
510(k) submission seeking clearance of the phacoemulsification features within
the ALLY System until the predicate device receives FDA clearance. Accordingly,
we have delivered the ALLY System to surgeons in the initial launch with the
phacoemulsification features remaining disabled and/or removed and expect this
to continue. We believe the ALLY System's enhanced efficiencies and potential
for combined functions in the future will help drive broader penetration for us
into the overall cataract surgery market and could create a paradigm shift in
the treatment of cataracts and management of astigmatism in cataract surgery. We
believe 2022 is a transition year for the Company, as we have transitioned from
manufacturing and selling our LENSAR Laser System and are focusing on our ALLY
System. In September 2022, we submitted the ALLY System for certification in the
European Union, or EU, and intend to submit additional marketing or
certification applications outside the United States in an effort to
commercialize the ALLY System in additional countries and operating regions. Our
growth, market presence and ability to sell the ALLY System will depend on
whether the ALLY System receives regulatory clearance in that region, among
other factors. In addition, based on inventory of our LENSAR Laser System, our
future revenue and cash flows will depend on, among other factors, our installed
base of systems and the timing of and applicable clearances for our ALLY System.

We have built and are continuing to grow our commercial organization, which
includes a direct sales force in the United States and distributors in Germany,
China, South Korea and other targeted international markets. We believe there is
significant opportunity for us to expand our presence in these countries and
other markets and regions. In the United States, we sell our products through a
direct sales organization that, as of September 30, 2022, consisted of
approximately 45 commercial professionals, including regional sales managers,
clinical applications and outcomes specialists, field service, marketing,
technical and customer support personnel. We manufacture our

                                       17
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systems at a facility in Orlando, Florida. We purchase custom and off-the-shelf
components from a number of suppliers, including some single-source suppliers.
We purchase the majority of our components and major assemblies through purchase
orders with limited long-term supply agreements and generally do not maintain
large volumes of finished goods. We strive to maintain enough inventory of our
various component parts to avoid the impact of potential disruptions in the
supply chain; however, availability of these components can be outside of our
control, especially with the impact of the COVID-19 pandemic on the global
supply chain of certain products, including increasing lead times required for
the ordering of component parts to meet targeted production goals,
unpredictability with respect to suppliers' ability to fulfill orders in the
requested quantities within the agreed timeframe and the ability to find
alternative component parts.

Our revenue decreased from $8.3 million for the three months ended September 30,
2021 to $7.7 million for the three months ended September 30, 2022, representing
a decrease of 6%, primarily due to decreased systems sales and decreased
procedure volume. Our net losses were $4.0 million and $6.2 million for the
three months ended September 30, 2022 and 2021, respectively. The decrease in
net loss is primarily due to decreased research and development costs for the
ALLY System. Our installed base of LENSAR Laser Systems is approximately 260 as
of September 30, 2022.

Our revenue increased from $23.2 million for the nine months ended September 30,
2021 to $25.1 million for the nine months ended September 30, 2022, representing
an increase of 8%, primarily due to increased procedure volume. Our net losses
were $17.4 million and $15.7 million for the nine months ended September 30,
2022 and 2021, respectively. The increase in net loss is primarily due to
pre-production inventory for the ALLY System, which was recorded as research and
development expenses through April 30, 2022, when future commercialization of
our ALLY System was considered probable and the future economic benefit was
expected to be realized.

Factors to Consider



We operate in a highly competitive environment that involves a number of risks,
some of which are beyond our control. We are subject to risks common to medical
device companies, including risks inherent in:

our laser system development and commercialization efforts;

clinical studies;

uncertainty of regulatory actions and marketing approvals or certifications;

reliance on a network of international distributors and a network of suppliers;

levels of coverage and reimbursement by government or other third-party payors for procedures using our products;

patients' willingness and ability to pay for procedures with significant costs not covered by or reimbursable through government or other third-party payors;

enforcement of patent and proprietary rights;

the need for future capital;

the ongoing impact of the COVID-19 pandemic and all safety requirements and suggestions regarding patient treatment as required or suggested by health care authorities;

clearance or certification by regulatory agencies, including the FDA, or notified bodies for our ALLY System;

supply chain shortages, labor market shifts and price increases resulting from the COVID-19 pandemic and related macroeconomic factors; and

competition associated with our products.

We cannot provide assurance that we will generate significant revenues or achieve and sustain profitability in the future. In addition, we can provide no assurance that we will have sufficient funding to meet our future capital requirements.



Our revenues and operating expenses are also difficult to predict and depend on
several factors, including the level of ongoing research and development
requirements necessary to complete development and obtain further regulatory
clearance or certification of our ALLY System, the number of laser systems we
manufacture, sell, and lease on an annual basis, the availability of capital and
direction from regulatory agencies or notified bodies, which are difficult to
predict. We may be able to control the timing and level of research and
development and selling, general and administrative expenses, but many of these
expenditures will occur irrespective of our actions due to contractually
committed activities and payments.
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On March 11, 2020, the World Health Organization declared a global pandemic, as
the outbreak of a novel strain of coronavirus spread throughout the world.
Actions taken to mitigate coronavirus have had, and are expected to continue to
have, an impact on the geographical areas in which we operate, and we are
continually making adjustments intended to assist in protecting the safety of
our employees and communities and maintaining appropriate inventories and
component parts to continue our business activities where possible and legally
permitted. In response, we have increased safety stock of certain critical
components and are continuously evaluating our supply chain to identify
potential gaps and take steps intended to ensure business continuity.

Although procedure volume in 2021 and the first three quarters of 2022 has
returned to pre-pandemic levels, the COVID-19 pandemic continues to influence
our operations, particularly as it relates to building inventory for the ALLY
System. We have experienced some supply chain disruptions and unavailability of
various component parts needed for our systems, including increasing lead times
required for the ordering of component parts to meet targeted production goals
and unpredictability with respect to our suppliers' ability to fulfill orders in
the requested quantities, within the agreed timeframe as well as an increase of
costs associated with certain raw materials and component parts. To date, we
have maintained sufficient inventory to mitigate significant adverse impact from
such disruptions and unavailability in the near-term and to meet the expected
needs of our initial launch of the ALLY System; however, we are continuing to
monitor developments with respect to the outbreak and its potential impact on
our operations and to our employees, distributors, partners, suppliers, and
regulators. The lingering impacts of COVID-19 into 2022 have impeded global
supply chains, resulted in longer lead times and delays in procuring component
parts and raw materials, and resulted in inflationary cost increases in certain
raw materials, labor and transportation. In particular, a global semiconductor
supply shortage resulting from the COVID-19 pandemic is having wide-ranging
effects across multiple industries, and we are seeing more significant
disruptions in the supply of, timing of delivery of and fluctuations in pricing
for various component parts needed for our products, including the integrated
circuits used in our systems. These broad-based inflationary impacts have
negatively impacted the Company's financial condition, results of operations and
cash flows since 2020 and these supply chain constraints may result in future
impacts to our business. We expect these inflationary impacts to continue for
the foreseeable future. A high rate of inflation in the future may have an
adverse effect on our ability to maintain and increase our gross margin or
decrease our operating expenses as a percentage of our revenues if our selling
prices of our products do not increase as much or more than our increase in
costs.

As a result of these and other factors, our historical results are not necessarily indicative of future performance, and any interim results we present are not indicative of the results that may be expected for the full fiscal year.

Components of Our Results of Operations

Revenue



Total revenue comprises product revenue, service revenue and lease revenue. We
derive product revenue from the sale of our laser systems and sales of our PIDs
and procedure licenses to our surgeon customers and to our distributors outside
the United States. A PID and procedure license, which may also be referred to as
an application license, is required to perform each procedure using our laser
system. A procedure license represents a one-time right to utilize the system
surgical application in connection with a surgery procedure. Service revenue is
derived from the sale of extended warranties for our laser systems that provide
additional maintenance and service beyond our standard limited warranty. In some
situations, we lease our laser systems to surgeons, primarily through
non-cancellable leases with a fixed lease payment. We consider all components of
our revenue to be recurring source revenue, with the exception of sales of our
systems. For the three and nine months ended September 30, 2022, approximately
88% and 92% of our revenue, respectively, was attributable to recurring sources,
compared to 87% and 89% for the three and nine months ended September 30, 2021,
respectively.

Cost of Revenue

Total cost of revenue comprises cost of product revenue, cost of lease revenue and cost of service revenue.



Cost of product revenue primarily consists of the raw materials used in the
manufacture of our products, plant overhead, personnel costs, such as salaries
and wages, including stock-based compensation and benefits, packaging costs,
depreciation expense, freight and other related costs, which include shipping,
inspection and excess and obsolete inventory charges. Cost of service revenue
primarily consists of costs associated with providing maintenance services under
our standard limited warranty as well as extended warranty contracts. Cost of
lease revenue primarily consists of depreciation expense associated with leased
equipment and shipping costs associated with delivery of these systems.

Selling, General and Administrative Expense

Our selling, general and administrative expenses consist primarily of personnel costs, such as salaries and wages, including stock-based compensation and benefits, professional fees, marketing, insurance, travel and other expenses.


                                       19
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We are continuing to grow our sales efforts in the United States. We expect our
selling, general and administrative expenses to continue to increase in
association with our planned growth. Additionally, we anticipate additional
increases in selling, general and administrative expenses as we launch the ALLY
System.

Research and Development Expense



Our research and development expenses consist primarily of engineering, product
development, clinical studies to develop and support our products, personnel
costs, such as salaries and wages, including stock-based compensation and
benefits, regulatory expenses, and other costs associated with products and
technologies that are in development. Currently, our research and development
expense primarily consists of costs associated with the continued development of
our next generation system, the ALLY System, which is designed to combine our
existing femtosecond laser technology with a phacoemulsification system into an
integrated cataract treatment system. The Company recognized pre-launch
inventory costs as research and development expenses through April 30, 2022,
when future commercialization of our ALLY System was considered probable and the
future economic benefit was expected to be realized.

Amortization of Intangible Assets



Intangible assets with finite useful lives consist primarily of acquired
trademarks, acquired technology, and customer relationships. Acquired trademarks
and acquired technology are amortized on a straight-line basis over their
estimated useful lives of 15 to 20 years. Customer relationships are amortized
on a straight-line basis or a double declining basis over their estimated useful
lives up to 20 years, based on the method that better represents the economic
benefits to be obtained.


Seasonality

We have historically experienced seasonal variations in the sales and leases of
our products, with our fourth quarter typically being the strongest and the
first or third quarter being the slowest. We believe these seasonal variations
are consistent across our industry.


Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2022 and 2021



                           Three Months Ended           Change             Nine Months Ended           Change
                             September 30,            from Prior             September 30,           from Prior
(Dollars in
thousands)                 2022           2021         Year (%)            2022          2021         Year (%)
Revenue
Product                 $    5,486      $  6,084               (10 )%   $   18,188     $ 17,298                5 %
Lease                        1,472         1,285                15 %         4,286        3,536               21 %
Service                        790           903               (13 )%        2,652        2,403               10 %
Total revenue           $    7,748      $  8,272                (6 )%   $   25,126     $ 23,237                8 %
Cost of revenue
(exclusive of
amortization)
Product                 $    2,189      $  2,915               (25 )%   $    6,648     $  7,371              (10 )%
Lease                          488           448                 9 %         1,446          967               50 %
Service                      1,182         1,058                12 %         3,559        2,696               32 %
Total cost of revenue   $    3,859      $  4,421               (13 )%   $   11,653     $ 11,034                6 %




Revenue

Three Months Ended September 30, 2022 compared with Three Months Ended September 30, 2021

Total revenue for the three months ended September 30, 2022 decreased by $0.5 million, or 6%, compared to the three months ended September 30, 2021.



Product revenue for the three months ended September 30, 2022 decreased by $0.6
million, or 10%, compared to the three months ended September 30, 2021. The
decrease was primarily attributable to decreased procedure volume outside of the
U.S. and Europe, which resulted in a decrease of $0.5 million, during the three
months ended September 30, 2022. The decrease in these procedures was driven by
ongoing cataract procedure reimbursement challenges between ophthalmic surgical
practices and third-party payors in South Korea. We anticipate these challenges
will continue for the near term. However, procedure volume increased in the
United States and Europe during the three months ended September 30, 2022 as
compared to the three months ended September 30, 2021.
                                       20
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Service revenue for the three months ended September 30, 2022 decreased by $0.1
million, or 13%, compared to the three months ended September 30, 2021. Our U.S.
sales represented 70% and 50% of product and service revenue for the three
months ended September 30, 2022 and 2021, respectively.

Lease revenue for the three months ended September 30, 2022 increased by $0.2 million, or 15%, compared to the three months ended September 30, 2021.

Nine Months Ended September 30, 2022 compared with Nine Months Ended September 30, 2021

Total revenue for the nine months ended September 30, 2022 increased by $1.9 million, or 8%, compared to the nine months ended September 30, 2021.



Product revenue for the nine months ended September 30, 2022 increased by $0.9
million, or 5%, compared to the nine months ended September 30, 2021. The
increase was primarily attributable to increased procedure volume, which
resulted in an increase of $1.4 million, offset by a decrease in system sales of
$0.5 million as we completed placement of the last new LENSAR Laser Systems in
inventory as part of our operational transition to the ALLY System's commercial
launch and commenced sales of the ALLY System in the third quarter of 2022.

Service revenue for the nine months ended September 30, 2022 increased by $0.2
million, or 10%, compared to the nine months ended September 30, 2021 primarily
due to the increased number of systems installed.

The increase in product and service revenue combined was primarily attributable
to increased net revenues in most of our operating regions as procedure volume
was higher than during the equivalent period in 2021. Our U.S. sales represented
60% and 55% of product and service revenue for the nine months ended September
30, 2022 and 2021, respectively.

Lease revenue for the nine months ended September 30, 2022 increased by $0.8 million, or 21%, compared to the nine months ended September 30, 2021.

Cost of Revenue

Three Months Ended September 30, 2022 compared with Three Months Ended September 30, 2021

Total cost of revenue for the three months ended September 30, 2022 decreased by $0.6 million, or 13%, compared to the three months ended September 30, 2021.



Cost of product revenue for the three months ended September 30, 2022 decreased
by $0.7 million, or 25%, compared to the three months ended September 30, 2021.
The lower cost of product revenue was attributable to the decreased number of
system sales in the 2022 period, which have a lower gross margin than procedure
licenses, and decreased procedure volume between the periods. We expect cost of
product revenue to fluctuate in future periods as supply chain challenges have
resulted in higher costs of ALLY System inventory and availability of systems;
however, these increases are partially offset by ALLY System raw materials and
production costs through April 2022 being charged to research and development
expenses rather than inventory.

Cost of service revenue for the three months ended September 30, 2022 decreased
by $0.1 million, or 12%, compared to the three months ended September 30, 2021
primarily due to higher service costs.

Cost of lease revenue for the three months ended September 30, 2022 increased by
$40,000, or 9%, compared to the three months ended September 30, 2021. Cost of
lease revenue increased primarily due to depreciation of newly leased systems.

Nine Months Ended September 30, 2022 compared with Nine Months Ended September 30, 2021

Total cost of revenue for the nine months ended September 30, 2022 increased by $0.6 million, or 6%, compared to the nine months ended September 30, 2021.



Cost of product revenue for the nine months ended September 30, 2022 decreased
by $0.7 million, or 10%, compared to the nine months ended September 30, 2021.
The lower cost of product revenue was attributable to the decreased number of
sales of LENSAR Laser Systems in the 2022 period, which have a lower gross
margin than procedure licenses, offset by increased procedure volume between the
periods. We expect cost of product revenue to fluctuate in future periods as
supply chain challenges have resulted in higher costs of ALLY System inventory
and have limited, and created inefficiencies with, ALLY System production. We
expect these higher costs to offset with ALLY System raw materials and
production being expensed to research and development expenses rather than into
inventory through April 2022.
                                       21
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Cost of service revenue for the nine months ended September 30, 2022 increased
by $0.9 million, or 32%, compared to the nine months ended September 30, 2021
primarily due to higher service costs.

Cost of lease revenue for the nine months ended September 30, 2022 increased by
$0.5 million, or 50%, compared to the nine months ended September 30, 2021. Cost
of lease revenue increased primarily due to depreciation of newly leased
systems.

Operating Expenses

Three Months Ended September 30, 2022 compared with Three Months Ended September 30, 2021



Selling, General and Administrative. Selling, general and administrative
expenses for the three months ended September 30, 2022 were $6.1 million, a
decrease of $0.4 million, or 6%, compared to $6.5 million for the three months
ended September 30, 2021. The decrease was due primarily to decreases in sales
and marketing expenses of $0.5 million, due to timing of trade show and travel
activity. We expect selling, general and administrative expense to increase from
current levels as we continue to launch the ALLY System.

Research and Development. Research and development expenses for the three months
ended September 30, 2022 were $1.6 million, a decrease of $1.6 million, or 50%,
compared to $3.2 million for the three months ended September 30, 2021. The
decrease was primarily attributable to significantly lower costs for the
development of the ALLY System in the three months ended September 30, 2022,
including $0.9 million of ALLY System inventory costs that was expensed to
research and development in the three months ended September 30, 2021. Following
our receipt of 510(k) clearance for the ALLY System from the FDA in June 2022,
all ALLY System inventory costs were capitalized to inventory.

Amortization of Intangible Assets. Amortization of intangible assets was $0.3
million for the three months ended September 30, 2022, consistent with the three
months ended September 30, 2021.

Nine Months Ended September 30, 2022 compared with Nine Months Ended September 30, 2021



Selling, General and Administrative. Selling, general and administrative
expenses for the nine months ended September 30, 2022 were $20.0 million, an
increase of $1.9 million, or 10%, compared to $18.1 million for the nine months
ended September 30, 2021. The increase was due to increases in sales and
marketing expenses of $0.8 million, which was primarily the result of increased
trade show and travel activity and $0.8 million of increased professional fees.
We expect selling, general and administrative expense to increase from current
levels as we continue the commercial launch of the ALLY System.

Research and Development. Research and development expenses for the nine months
ended September 30, 2022 were $10.2 million, an increase of $1.3 million, or
14%, compared to $8.9 million for the nine months ended September 30, 2021. The
increase was primarily attributable to increased expenses for the continued
development of the ALLY System, as well as inventory costs for the manufacture
of ALLY Systems, which amounted to approximately $3.4 million and $2.6 million
during the nine months ended September 30, 2022 and 2021, respectively.

Amortization of Intangible Assets. Amortization of intangible assets was $0.9
million for the nine months ended September 30, 2022, consistent with the nine
months ended September 30, 2021.

Non-GAAP Financial Measures



We prepare and analyze operating and financial data and non-GAAP measures to
assess the performance of our business, make strategic and offering decisions
and build our financial projections. The key non-GAAP measures we use, EBITDA
and Adjusted EBITDA, are reconciled to net loss below for the three and nine
months ended September 30, 2022 and 2021.

                                          Three Months Ended           Nine Months Ended
                                             September 30,               September 30,
(Dollars in thousands)                     2022          2021         2022          2021
Net loss                                $   (3,991 )   $ (6,155 )   $ (17,424 )   $ (15,699 )
Less: Interest income                          (92 )        (10 )        (140 )         (41 )
Add: Depreciation expense                      571          393         1,681         1,063
Add: Amortization expense                      276          309           872           931
EBITDA                                      (3,236 )     (5,463 )     (15,011 )     (13,746 )
Add: Stock-based compensation expense        1,672        1,573         4,916         5,323
Adjusted EBITDA                         $   (1,564 )   $ (3,890 )   $ (10,095 )   $  (8,423 )



                                       22

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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 excludes
stock-based compensation expense, provides meaningful supplemental information
for investors when evaluating our results and comparing us to peer companies as
stock-based compensation expense is a significant non-cash charge due to the
recapitalization of the Company. 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.

Liquidity and Capital Resources

Overview



For the nine months ended September 30, 2022 and 2021, we had net losses of
$17.4 million and $15.7 million, respectively, and as of September 30, 2022, we
had an accumulated deficit of $95.0 million. We expect to continue to incur
losses and operating cash outflows for the foreseeable future as we continue to
build our commercial and clinical infrastructure and pursue further regulatory
clearances of our ALLY System.

As discussed above, the ongoing COVID-19 pandemic has negatively affected our capital requirements and more operating capital may be needed to fund our operations in the future.



Our primary sources of liquidity are our cash and cash equivalents, cash from
the sale and lease of our systems and the sale of our consumables. As discussed
above, the ongoing COVID-19 pandemic has negatively affected our capital
requirements and more operating capital may be needed to fund our operations in
the future. As of September 30, 2022, we expect our current cash and cash
equivalents, together with cash generated from the future sale and lease of our
products, to be sufficient to operate our business into 2024.

We expect selling, general and administrative expenses to increase from current
levels due to the continued commercial launch of the ALLY System, particularly
if supply chain constraints begin to ease. The successful commercialization of
the ALLY System depends in part on the Company's ability to produce the ALLY
System in sufficient quantities and within requested timing to satisfy customer
demand. Ongoing supply chain disruptions and unavailability of various parts
needed to manufacture the ALLY System may have an adverse impact on the
Company's ability to meet customer demand for the ALLY System.

Our liquidity needs will be largely determined by the success of our operations
regarding the successful commercialization of our products and the progression,
additional regulatory clearances or certifications and launch of the ALLY System
in additional jurisdictions in the future. Such success will depend in part on
the availability of the necessary component parts for the ALLY System.

We believe 2022 is a transition year for the Company, as we have transitioned
from manufacturing and selling our LENSAR Laser System and are focusing on our
ALLY System. In September 2022, we submitted the ALLY System for certification
in the EU and intend to submit additional marketing or certification
applications outside the United States in an effort to commercialize the ALLY
System in additional countries and operating regions. Our growth, market
presence and ability to sell the ALLY System in a particular region will depend
on whether the ALLY System receives regulatory clearance in that region, among
other factors. In addition, based on inventory of our LENSAR Laser System, our
future revenue and cash flows will depend on, among other factors, our installed
base of systems and the timing of and applicable clearances for our ALLY System.

We expect we will need to raise additional capital through equity or debt
financings, borrowings under credit facilities or from other sources to continue
our operations beyond 2024. We may issue securities, including common stock,
preferred stock, warrants, and/or debt securities through private placement
transactions or registered public offerings in the future. If we issue equity
securities to raise additional capital, our existing stockholders may experience
dilution, and the new equity securities may have rights, preferences and
privileges senior to those of our existing stockholders. Debt financing, if
available, may involve covenants restricting our operations or our ability to
incur additional debt. Any debt financing or additional equity that we raise may
contain terms that are not favorable to us or our stockholders. In addition, if
we raise additional capital through collaboration, licensing or other similar
arrangements, it may be necessary to relinquish valuable rights to our products,
potential products or proprietary technologies, or grant licenses on terms that
are not favorable to us.
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Our ability to raise additional funds will depend, among other factors, on
financial, economic and market conditions, many of which are outside of our
control and we may be unable to raise financing when needed, or on terms
favorable to us. If the necessary funds are not available from these sources, we
may have to delay, reduce or suspend the scope of our sales and marketing
efforts, research and development activities, or other components of our
operations. Any of these events could adversely affect our ability to achieve
our business and financial goals or to achieve or maintain profitability and
could have a material adverse effect on our business, financial condition and
results of operations. Additionally, the extent and duration of the impact the
COVID-19 pandemic may have on our stock price and on those of other companies in
our industry is highly uncertain and may make us look less attractive to
investors and, as a result, there may be a less active trading market for our
common stock, our stock price may be more volatile, and our ability to raise
capital could be impaired, which could in the future negatively affect our
liquidity and financial position.

We expect our revenue and expenses to increase in connection with our on-going
activities, particularly as we continue to execute on our growth strategy,
including expansion of our sales and customer support teams. The primary factors
determining our cash needs are the funding of operations, which we expect to
continue to expand as the business grows, and enhancing our product offerings
through the research, development, and launch of the ALLY System, our next
generation integrated cataract treatment system. Our future liquidity needs, and
ability to address those needs, will largely be determined by the success of our
commercial efforts and those of our distributors; the ongoing impact of COVID-19
and supply chain issues on our business; and the timing, scope and magnitude of
our commercial and development activities.

Our material contractual obligations and commercial commitments at September 30,
2022 primarily consist of $3.0 million in operating lease payments for our
facility lease and $7.5 million in minimum purchase obligations for inventory
components for the manufacture and supply of certain components within the next
24 months. Our contractual obligations have increased due to supply chain issues
that have necessitated us to enter into longer-term and more expensive per unit
contracts to build and source inventory to satisfy the expected commercial
demand for the ALLY System, if approved by regulatory authorities or certified
by notified bodies in the applicable regions. LENSAR expects to meet these
requirements through cash and cash equivalents and cash provided by operations.
Some of these amounts are based on management's estimates and assumptions about
these obligations, including their duration, timing, anticipated actions by
third parties and other factors. Because these estimates and assumptions are
necessarily subjective, the obligations we will actually pay in future periods
may vary from those described. Furthermore, the Company acquired certain
intellectual property, which would result in additional royalty payments at a
rate of 3% of certain revenue upon the phacoemulsification features being
cleared for commercialization and operational in the ALLY system.

We currently have an effective shelf registration statement on Form S-3 (No.
333-255136) filed with the SEC on April 8, 2021 (the "Registration Statement")
under which we may offer from time to time in one or more offerings any
combination of common and preferred stock, debt securities, depositary shares,
warrants, purchase contracts and units of up to $100.0 million in the aggregate.
We also simultaneously entered into a sales agreement with SVB Leerink LLC, as
sales agent, providing for the offering, issuance and sale by us of up to an
aggregate $35.0 million of our common stock from time to time in "at-the-market"
("ATM") offerings under the Registration Statement. Any sales by us pursuant to
the Registration Statement, including any sales pursuant to the ATM offering,
will be subject to any limits imposed under applicable law, including General
Instructions I.B.1 and I.B.6 of Form S-3. During the three months ended
September 30, 2022, we sold 2,000 shares of our common stock, pursuant to ATM
offerings, at a weighted average gross sales price of $6.46 per share. Proceeds
from the sale were offset by offering costs and commissions associated with the
transactions.

Cash Flows

The following table summarizes, for the periods indicated, selected items in our condensed statements of cash flows:



                                                        Nine Months Ended
                                                          September 30,
(Dollars in thousands)                                  2022          2021
Net cash used in operating activities                 $ (10,098 )   $ (8,230 )
Net cash used in investing activities                       (58 )       (198 )
Net cash (used in) provided by financing activities      (2,188 )        170
Net decrease in cash and cash equivalents             $ (12,344 )   $ (8,258 )




Operating Activities

Net cash used in operating activities for the nine months ended September 30,
2022 was $10.1 million, consisting primarily of a net loss of $17.4 million and
a decrease in net operating assets of $0.7 million, partially offset by non-cash
charges of $8.0 million. The decrease in net operating assets was primarily due
to changes in inventories offset by changes in accounts receivable and accounts
payable. Non-cash charges primarily consisted of depreciation, amortization, and
stock-based compensation.
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Net cash used in operating activities for the nine months ended September 30,
2021 was $8.2 million, consisting primarily of a net loss of $15.7 million and a
decrease in net operating assets of $0.7 million, partially offset by non-cash
charges of $8.1 million. The decrease in net operating assets was primarily due
to changes in accounts receivable, inventories and accrued liabilities offset by
changes in prepaid and other current assets. Non-cash charges primarily
consisted of depreciation, amortization, and stock-based compensation.

Investing Activities



Net cash used in investing activities for the nine months ended September 30,
2022 was $0.1 million, which consisted primarily of capital expenditures for
property and equipment.

Net cash used in investing activities for the nine months ended September 30,
2021 was $0.2 million, which consisted primarily of capital expenditures for
property and equipment.

Financing Activities

Net cash used in financing activities for the nine months ended September 30,
2022 was $2.2 million, primarily due to the payment of $2.4 million in
contingent consideration due to regulatory approval of the ALLY System offset
from proceeds from the sale of common stock under the employee stock purchase
plan.

Net cash provided by financing activities for the nine months ended September
30, 2021 was $0.2 million, primarily due to proceeds from the sale of common
stock under the employee stock purchase plan.

Stock-Based Incentive Plan



The 2020 Incentive Award Plan provides for the grant of stock options,
restricted stock, restricted stock unit awards and other stock-based awards to
recipients. During 2021, we granted stock options to directors, employees, and
non-employees. During the nine months ended September 30, 2022, we granted stock
options and restricted stock units to employees and non-employees. We intend to
grant stock options and restricted stock units as part of our overall
compensation package to directors and employees.

At September 30, 2022, there was approximately $4.0 million, $0.4 million, and
$3.2 million of total unrecognized compensation expense related to restricted
stock awards, restricted stock units and stock options, respectively, which is
expected to be recognized over a weighted-average period of 0.9 years, 2.5 years
and 2.7 years, respectively. Total unrecognized stock-based compensation expense
is expected to be amortized as follows:

(Dollars in thousands)                                Amount
2022                                                  $ 1,649
2023                                                    4,231
2024                                                      994
2025                                                      639
2026                                                       24
Thereafter                                                  -

Total unrecognized stock-based compensation expense $ 7,537




The amounts included in this table are based on restricted stock awards,
restricted stock units, and stock options outstanding at September 30, 2022 and
assumes the requisite service period is fulfilled for all awards outstanding.
Actual stock-based compensation expense in future periods may vary from those
reflected in the table.

Off Balance Sheet Arrangements

As of September 30, 2022, we did not have any off-balance sheet arrangements, as defined under Regulation S-K, Item 303(a)(4)(ii).

Critical Accounting Estimates



The preparation of financial statements and related disclosures in conformity
with U.S. Generally Accepted Accounting Principles, or GAAP, and the discussion
and analysis of our financial condition and operating results require our
management to make judgments, assumptions and estimates that affect the amounts
reported in our financial statements. Management bases its estimates on
historical experience and on various other assumptions it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities. The impact
of accounting estimates and judgments on our financial condition and results of
operations due to COVID-19 has introduced additional uncertainties. We evaluate
our estimates and assumptions on an ongoing basis. Actual results may differ
from these estimates and such differences may be material.
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There have been no significant and material changes in our critical accounting
estimates during the three months ended September 30, 2022, as compared to those
disclosed in "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in the Annual Report.

Recently Issued Accounting Standards

See Note 2, Summary of Significant Accounting Policies, to our unaudited condensed financial statements included in this Quarterly Report for a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of September 30, 2022.


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