UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 15, 2018
IRIDEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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0-27598 |
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77-0210467 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer |
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)
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) |
Resignation of Director |
On October 15, 2018 (the “Effective Date”) Ann Rhoads resigned from the board of directors (the “Board”) of Iridex Corporation (the “Company”) and the Audit Committee of the Board and Compensation Committee of the Board (the “Compensation Committee”), in each case effective as of the Effective Date. Ms. Rhoads did not resign due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) Appointment of Directors
On the Effective Date, the Company appointed Robert E. Grove to the Board.
Mr. Grove will receive standard compensation available to non-employee members of the Board and committees of the Board and each will receive an option to purchase 15,000 shares of the Company’s common stock which vests in in equal monthly installments over four years following the effective date of the grant. In addition, it is expected that Mr. Grove will execute the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Grove and any other person pursuant to which Mr. Grove was elected as a director of the Company. There are no family relationships between Mr. Grove and any director or executive officer of the Company, and, other than as described above, no transactions involving Mr. Grove that would require disclosure under Item 404(a) of Regulation S-K.
The Company’s press release dated October 15, 2018 regarding Mr. Grove’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits
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Exhibit No. |
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Description |
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10.1* |
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Form of Indemnification Agreement between the Company and its directors and officers. |
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99.1 |
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*Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 8-K on July 11, 2016.
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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/ William M. Moore |
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William M. Moore President and Chief Executive Officer |
Date: October 15, 2018
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Exhibit 99.1
IRIDEX Announces Appointment of Robert E. Grove, Ph.D. to its Board of Directors
Mountain View, Calif., October 15, 2018— IRIDEX Corporation (Nasdaq: IRIX) today announced the appointment of Dr. Robert Grove to the Company’s Board of Directors effective October 15, 2018. Concurrently, Ann Rhoads will step down from the Board of Directors to focus attention on her new responsibility as Chief Financial Officer of Forty Seven Inc.
“Bob is a perfect fit for our Board of Directors and will be an excellent addition,” said William M. Moore, Chairman and Chief Executive Officer. “He has spent his extensive career in the field of laser-based medicine and has had repeated success both developing and commercializing novel laser technologies. His experience will be vital as we continue to drive momentum worldwide for our Cyclo G6 laser system for the treatment of glaucoma.”
Dr. Grove currently sits on the Nominating Committee of the American Society for Laser Medicine and Surgery and on the Scientific Advisory Board of Arbonne International. Most recently he served as Executive Chairman for the start-up ON Light Sciences, a manufacturer of transparent gel patches for accelerated tattoo removal that was acquired by Merz North America in 2016. He was co-founder of TRIA Beauty and served as that company’s Chief Executive Officer and Chief Technology Officer. Prior to TRIA Beauty, Dr. Grove co-founded Star Medical Technologies, negotiated its acquisition by Coherent and continued as president of Coherent Star.
Dr. Grove’s extensive career in laser technology also included leadership roles at DermaCare, Inc., Cooper LaserSonics, Inc., and Plasma Kinetics, Inc. Grove began his career as a project leader for the Lawrence Livermore National Laboratory. He then co-founded Plasma Kinetics, which was acquired by Cooper LaserSonics. Grove continued with the company as President of the laser products division. He then co-founded DermaCare, one of the first laser med-spas in the US.
"IRIDEX has significantly advanced laser therapy in ophthalmology," said Dr. Grove. "It is an exciting time at the Company and I look forward to contributing on delivering the value of its MicroPulse™ therapy to the healthcare system."
Grove holds a Ph.D. in Instrumentation in the field of laser applications and an M.S. in Aeronautics and Astronautics from MIT, as well as a B.S.in Engineering Physics from Cornell University.
“On behalf of our Board of Directors, I thank Ann for her valuable service and contributions to IRIDEX. While we are sorry to see her departure, we wish her all the best in her new leadership role as CFO of Forty Seven Inc," concluded Moore.
About IRIDEX
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, diabetic macular edema (DME) and other retinal diseases. IRIDEX’s 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. IRIDEX is headquartered in Mountain View, CA.
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 the plans to accelerate Cyclo G6 adoption and utilization. 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 Annual Report on Form 10-K for the fiscal year ended December 30, 2017, and Quarterly Reports on Form 10-Q for subsequent fiscal quarters, each of which was filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and will not be updated.
Investor Relations Contact:
Lynn Pieper Lewis or Leigh Salvo
(415) 937-5404
investors@iridex.com
Media Contact:
Jamie Hall
Pascale Communications, LLC.
724-417-0167
jamie@pascalecommunications.com