Form 8-K - Current report

false0001006045NASDAQ00010060452024-10-012024-10-01

 

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
	October 1, 2024
Date of Report (date of earliest event reported)
IRIDEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware		000-27598	77-0210467
(State or other jurisdiction of incorporation or organization)		(Commission File Number)	(I.R.S. Employer Identification Number)
1212 Terra Bella Avenue Mountain View, California 94043
(Address of principal executive offices, including zip code)
[phone]
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act of 1933 (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))
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. ☐

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

Title of Class		Trading Symbol		Name of Exchange on Which Registered
Common Stock, par value $0.01 per share		IRIX		Nasdaq Capital Market

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2024, the board of directors (the “Board”) of IRIDEX Corporation (the “Company”) appointed Patrick Mercer as its Chief Executive Officer and designated Mr. Mercer as the Company’s principal executive officer for purposes of the rules and regulations of the Securities and Exchange Commission (the “SEC”), effective as of such date, replacing David I. Bruce in such roles. Mr. Mercer will continue to hold the positions of Chief Operating Officer and President and assume the responsibilities of all roles due to Mr. Bruce transitioning out of his officer role with the Company.

On October 1, 2024, the Board appointed Scott Shuda as the Board’s Executive Chairperson, effective as of such date. Mr. Shuda did not receive additional compensation in connection with his appointment to Executive Chairperson. The background and business experience of Mr. Shuda is disclosed in the Company’s Proxy Statement, as filed with the SEC on April 29, 2024.

The Company issued a press release on October 3, 2024, in connection with the foregoing and is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)	Exhibits

 

Exhibit No.		Description
99.1		Press Release issued by IRIDEX Corporation dated October 3, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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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.

 

			IRIDEX CORPORATION
	By:		/s/ Patrick Mercer
			Patrick Mercer
			President and Chief Executive Officer
Date: October 3, 2024

 

 

 

 

 

 

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Exhibit 99.1

Iridex Appoints Patrick Mercer as Chief Executive Officer

 

MOUNTAIN VIEW, Calif., October 3, 2024 (GLOBE NEWSWIRE) -- Iridex Corporation (Nasdaq: IRIX), a worldwide leader providing innovative and versatile laser-based medical systems, delivery devices, and procedure probes for the treatment of glaucoma and retinal diseases, today announced the appointment of Patrick Mercer as the Company’s Chief Executive Officer and President effective October 1, 2024. Previously Mr. Mercer served as the Company’s Chief Operating Officer and President. David Bruce, the Company’s prior Chief Executive Officer, is transitioning from the Company. Coincident to Mr. Mercer’s appointment, Scott Shuda was appointed Executive Chairman of the Company’s board of directors. Mr. Shuda had previously served as Chairman.

“Iridex’s board of directors believes a change in leadership at this time has potential to accelerate progress toward a transaction under the strategic review process that the Company announced and initiated last year. The Company has and continues to be engaged in discussions with multiple entities relating to potential transactions,” commented Scott Shuda, Executive Chairman of the Iridex board of directors.

Mr. Mercer added, “I am honored to assume the role of CEO at Iridex and lead our talented team as we continue to advance our mission of providing cutting-edge solutions for ophthalmic care. Iridex presents compelling value as a global leader in ophthalmic laser treatment systems, featuring industry-leading technology such as the Next Gen Pascal® with MicroPulse® for retina and MicroPulse Transscleral Laser Therapy for glaucoma. The Company’s management is aligned with the board of directors, and both are committed to completing the strategic review process and unlocking the value of these assets.”

About Iridex Corporation

Iridex Corporation is a worldwide leader in developing, manufacturing, and marketing innovative and versatile laser-based medical systems, delivery devices and consumable instrumentation for the ophthalmology market. The Company’s proprietary MicroPulse® technology delivers a differentiated treatment that provides safe, effective, and proven treatment for targeted sight-threatening eye conditions. Iridex’s current product line is used for the treatment of glaucoma and diabetic macular edema (DME) and other retinal diseases. Iridex products are sold in the United States through a direct sales force and internationally primarily through a network of independent distributors into more than 100 countries. For further information, visit the Iridex website at www.iridex.com.

MicroPulse® is a registered trademark of Iridex Corporation, Inc. in the United States, Europe and other jurisdictions. © 2024 Iridex Corporation. All rights reserved.

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Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, including those statements concerning pursuit of value-maximizing transactions and demand for and utilization of the Company's products. The Company can provide no assurance that it will complete any value-maximizing transactions on behalf of its stockholders. These statements are not guarantees of future performance and actual results may differ materially from those described in these forward-looking statements as a result of a number of factors. Please see a detailed description of these and other risks contained in our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024. Forward-looking statements contained in this announcement are made as of this date and will not be updated.

Investor Relations Contact
Philip Taylor
Gilmartin Group
[e-mail]

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Document and Entity Information	Oct. 01, 2024
Cover [Abstract]
Entity Registrant Name	IRIDEX CORP
Amendment Flag	false
Entity Central Index Key	0001006045
Document Type	8-K
Document Period End Date	Oct. 01, 2024
Entity Incorporation State Country Code	DE
Entity File Number	000-27598
Entity Tax Identification Number	77-0210467
Entity Address, Address Line One	1212 Terra Bella Avenue
Entity Address, City or Town	Mountain View
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94043
City Area Code	(650)
Local Phone Number	940-4700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	IRIX
Security Exchange Name	NASDAQ

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