UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Resignation of Director
On March 19, 2025, IRIDEX Corporation (the “Company”) entered into a Securities Purchase Agreement, Note Purchase Agreement and Investor Rights Agreement (the “Rights Agreement”, and together with the Securities Purchase Agreement and Note Purchase Agreement, the “Novel Transaction”) with Novel Inspiration International Co., Ltd. (“Novel”). Pursuant to the Rights Agreement, the Company agreed that the size of the Company’s Board of Directors (the “Board”) would be maintained at five directors.
Robert E. Grove has agreed to resign and has submitted his resignation to the Company’s Board and all committees thereof, effective as of April 2, 2025. Dr. Grove is not resigning due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices but to fulfill the provisions of the Rights Agreement.
The Board expresses its appreciation to Dr. Grove for his years of dedicated service to the Board and the committees on which he served.
The Rights Agreement listed below as Exhibit 10.1 and is hereby incorporated herein by reference. The foregoing description of the Rights Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by reference to Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Investor Rights Agreement, dated March 19, 2025 by and between the Registrant and Novel Inspiration International Co., Ltd., (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 20, 2025). | |
| 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: April 3, 2025