8-K
0001006045false00010060452024-11-222024-11-22

 

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

 

November 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 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

 

 


 

 

 

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

On November 22, 2024, the board of directors (the “Board”) of IRIDEX Corporation (the “Company”) appointed Patrick Mercer, the Company’s current President, Chief Executive Officer and Chief Operating Officer, to serve as a member of the Board, with an initial term expiring at the Company’s 2025 annual meeting of stockholders, effective immediately.

The background and business experience of Mr. Mercer and information regarding any 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 Exchange Commission on April 29, 2024. There are no arrangements or understandings between Mr. Mercer and any other persons pursuant to which he was appointed to the Board. No changes are expected to be made to Mr. Mercer’s existing compensatory arrangements in connection with such appointment and he will not receive additional compensation for his services as a member of our Board in accordance with the Company’s non-employee director cash compensation policy.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.

Description

104

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

 

 

 


 

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: November 25, 2024