Form 8-K - Current report


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
	May 22, 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)

(650) 940-4700
(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 (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 Global Market

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

On May 22, 2024, the board of directors (the “Board”) of IRIDEX Corporation(the “Company”) appointed Patrick Mercer as its President, effective as of such date. Mr. Mercer will continue to hold the position of Chief Operating Officer and assume the responsibilities of both roles. David I. Bruce will continue to serve in his roles as the Company’s Chief Executive Officer and as a member of the Board.

This modification in responsibilities allows Mr. Mercer to focus on the operations of the Company and Mr. Bruce to focus on pursuit of the Company’s strategic alternatives. The background and business experience of Mr. Mercer and transactions between Mr. Mercer and the Company are subject to disclosure under Item 404(a) of Regulation S-K and are disclosed in the Company’s Proxy Statement for its 2024 annual meeting of stockholders, as filed with the Securities and Exchange Commission on April 29, 2024.

On May 22, 2024, effective upon Mr. Mercer’s appointment to President, the compensation committee of the Board approved an increase to Mr. Mercer’s base salary to $360,000 and granted an award of 120,000 shares of restricted stock units (the “RSU Award”). The RSU Award will vest as to one-third of the shares on each anniversary of his appointment, subject to Mr. Mercer’s continued employment with the Company on the applicable vesting dates. The RSU Award will be subject to the Company’s Amended and Restated 2008 Equity Incentive Plan and form of Restricted Stock Unit Agreement.

Item 9.01. Financial Statements and Exhibits.



(d)	Exhibits


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		IRIDEX CORPORATION

	By:	/s/ David I. Bruce
		David I. Bruce
		Chief Executive Officer

Date: May 24, 2024

-3-

Document and Entity Information	May 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2024
Entity Registrant Name	IRIDEX CORPORATION
Entity Central Index Key	0001006045
Entity File Number	000-27598
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	IRIX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false