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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM 8-K CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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May 20, 2025 |
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(Date of Report (date of earliest event reported) |
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IRIDEX CORPORATION |
(Exact name of registrant as specified in its charter) |
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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) |
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(650) 940-4700 |
(Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report) |
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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 (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)) |
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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:
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Title of Class |
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Trading Symbol |
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Name of Exchange on Which Registered |
Common Stock, par value $0.01 per share |
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IRIX |
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Nasdaq Capital Market |
Item 1.01. Entry Into a Material Definitive Agreement.
On May 20, 2025, IRIDEX Corporation, a Delaware corporation (the “Company”) amended that certain Investor Rights Agreement, dated March 19, 2025, by and between the Company and Novel Inspiration International Co., Ltd. (the “Amendment No. 1 to Investor Rights Agreement”). Pursuant to the Amendment No.1 to the Investor Rights Agreement, the Company agreed that it shall not, without the unanimous consent of the board of directors, consummate any sale, lease or other disposition of a substantial portion, but less than substantially all, of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company.
The foregoing description is only a summary of the amendment, does not purport to be complete and is qualified in its entirety by reference to the Amendment No. 1 to the Investor Rights Agreement contained in Exhibit 4.1 to this Current Report on Form 8-K, which is hereby incorporated herein by reference.
Item 9.01. Financial Statements and 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.
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IRIDEX CORPORATION |
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By: |
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/s/PATRICK MERCER |
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Patrick Mercer |
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Chief Executive Officer |
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Date: May 22, 2025 |
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