IRIDEX CORP
For the period ended Dec 30, 2023. Filed Mar 29, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 29, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed in Part II of this Annual Report on Form 10-K:
| 1. Index to Financial Statements | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 207) | 48 |
| Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022 | 50 |
| Consolidated Statements of Operations for the years ended December 30, 2023 and December 31, 2022 | 51 |
| Consolidated Statements of Comprehensive Loss for the years ended December 30, 2023 and December 31, 2022 | 52 |
| Consolidated Statements of Stockholders’ Equity for the years ended December 30, 2023 and December 31, 2022 | 53 |
| Consolidated Statements of Cash Flows for the years ended December 30, 2023 and December 31, 2022 | 54 |
| Notes to Consolidated Financial Statements | 55 |
- Financial Statement Schedule
Schedules have been omitted because they are either not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto.
- Exhibits
Exhibit Index
| Exhibit No. · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 3.1 · Amended and Restated Certificate of Incorporation of Registrant filed on February 22, 1996. · X | |||||
| 3.2 | Amended and Restated Bylaws of Registrant. | 8-K | 000-27598 | 3.1 | April 1, 2019 |
| 4.1 | Investor Rights Agreement, dated as of August 31, 2007, by and among the Registrant, BlueLine Capital Partners, LP; BlueLine Capital Partners III, LP and BlueLine Capital Partners II, LP. | 8-K | 000-27598 | 4.2 | September 7, 2007 |
| 4.2 | Amendment No. 1 to Investor Rights Agreement, dated as of March 31, 2009. | 8-K | 000-27598 | 4.1 | April 6, 2009 |
| 4.3 | Description of Capital Stock. | 10-K | 000-27598 | 4.3 | March 13, 2020 |
| 10.1 | Form of Indemnification Agreement with directors and officers. | 10-K | 000-27598 | 10.2 | March 15, 2022 |
| 10.2 | Lease Agreement dated December 6, 1996 by and between Zappettini Investment Co. and the Registrant, as amended pursuant to Amendment No. 1 dated September 15, 2003 and Amendment No. 2 dated December 22, 2008. | 10-K | 000-27598 | 10.2 | April 1, 2009 |
| 10.2.1 | Third Amendment to Lease Agreement dated August 4, 2014 by and between Zappettini Investment Co. and the Registrant. | 10-Q | 000-27598 | 10.1 | November 3, 2014 |
| 10.2.2 | Fourth Amendment to Lease Agreement dated January 31, 2016 by and between ZIC 1212 Terra Bella LLC and the Registrant. | 10-K | 000-27598 | 10.1 | March 31, 2016 |
| 10.2.3 | Triple Net Lease dated April 26, 2017 by and between ZIC 1212 Terra Bella LLC and the Registrant. | 8-K | 000-27598 | 10.1 | May 1, 2017 |
| 10.2.4 | First Amendment to Triple Net Lease by and between ZIC 1212 Terra Bella LLC and the Registrant, executed on April 30, 2021. | 10-Q | 000-27598 | 10.1 | August 12, 2021 |
| Exhibit No. · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 10.2.5 | Second Amendment to Triple Net Lease by and between ZIC 1212 Terra Bella LLC and the Registrant, dated on August 29, 2022. | 10-Q | 000-27598 | 10.1 | November 20, 2023 |
| 10.2.6 | Third Amendment to Triple Net Lease by and between ZIC 1212 Terra Bella LLC and the Registrant, dated on September 21, 2023. | 10-Q | 000-27598 | 10.2 | November 20, 2023 |
| 10.3* | 2005 Employee Stock Purchase Plan. | DEF 14A | 000-27598 | April 30, 2004 | |
| 10.4* | 2008 Equity Incentive Plan, as amended. | 8-K | 000-27598 | 10.1 | June 15, 2023 |
| 10.5* | Form of 2008 Equity Incentive Plan Option Agreement. | S-8 | 333-155598 | 99.1 | November 21, 2008 |
| 10.6* | Form of Stand-Alone Stock Option Agreement. | SC TO-I | 005-48169 | 99.(d)(5) | July 30, 2009 |
| 10.7 | Securities Purchase Agreement, dated August 31, 2007, by and among BlueLine Capital Partners, LP, BlueLine Capital Partners III, LP, BlueLine Capital Partners II, LP and the Registrant. | 8-K | 000-27598 | 10.1 | September 7, 2007 |
| 10.8* | Form of 2008 Equity Incentive Plan Restricted Stock Award Agreement. | 10-Q | 000-27598 | 10.1 | August 4, 2011 |
| 10.9* | Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Agreement. | 10-Q | 000-27598 | 10.2 | August 4, 2011 |
| 10.10 | Loan and Security Agreement, dated as of November 2, 2016, between IRIDEX Corporation and Silicon Valley Bank. | 8-K | 000-27598 | 10.1 | November 3, 2016 |
| 10.10.1 | First Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on December 3, 2019. | 10-K | 000-27598 | 10.19.1 | March 13, 2020 |
| 10.10.2 | Second Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on January 8, 2020. | 10-K | 000-27598 | 10.19.2 | March 13, 2020 |
| 10.10.3 | Third Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on December 31, 2020. | 10-K | 000-27598 | 10.19.3 | March 23, 2021 |
| 10.10.4 | Fourth Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on March 24, 2022. | 10-Q | 000-27598 | 10.1 | August 15, 2022 |
| 10.10.5 | Fifth Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on June 15, 2022. | 10-Q | 000-27598 | 10.1 | August 15, 2022 |
| 10.11* | Offer Letter between the Company and Mr. Bruce effective as of May 20, 2019. | 8-K/A | 000-27598 | 10.1 | June 14, 2019 |
| 10.12* | Change in Control Severance Agreement dated as of October 25, 2019, between the Company and Mr. Bruce. | 8-K | 000-27598 | 10.1 | October 28, 2019 |
| 10.13* | Change in Control Severance Agreement dated as of October 25, 2019, between the Company and Mr. Mercer. | 8-K | 000-27598 | 10.2 | October 28, 2019 |
| Exhibit No. · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | ||||||
| 10.14 | Asset Purchase Agreement dated as of March 2, 2021, among the Company, Topcon Medical Laser Systems, Inc. and Topcon America Corporation. | 8-K/A | 000-27598 | 10.1 | March 4, 2021 | |
| 10.15 | Distribution Agreement dated as of March 2, 2021, by and between the Company and Topcon Corporation. | 8-K/A | 000-27598 | 10.2 | March 4, 2021 | |
| 10.16 | Investment Agreement dated as of March 2, 2021, by and between the Company and Topcon America Corporation. | 8-K/A | 000-27598 | 10.3 | March 4, 2021 | |
| 10.17 | Registration Rights Agreement dated as of March 2, 2021, by and between the Company and Topcon America Corporation. | 8-K/A | 000-27598 | 10.4 | March 4, 2021 | |
| 21.1 | Subsidiaries of Registrant | X | ||||
| 23.1 | Consent of BPM LLP, Independent Registered Public Accounting Firm. | X | ||||
| 24.1 | Power of Attorney (included on signature page). | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1* | Compensation Recovery Policy of Registrant as adopted on November 20, 2023. | X | ||||
| 99.1 | Verified Petition for Relief Pursuant to 8 Del. C. § 205 of the Registrant, filed October 2, 2023. | 8-K | 000-27598 | 99.1 | October 18, 2023 | |
| 99.2 | Order entered by the Delaware Court of Chancery on November 1, 2023. | 8-K | 000-27598 | 99.1 | November 7, 2023 | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document. | |||||
| 104 | Cover Page formatted as Inline XBRL and contained in Exhibit 101 | |||||
- Indicates a management contract or compensatory plan or arrangement.
Trademark Acknowledgments
Iridex, the Iridex logo, IRIS Medical, MicroPulse, OcuLight, EndoProbe, MicroPulse P3, G-Probe, G-Probe Illuminate, TruFocus LIO Premiere, IQ 577, IQ532, Cyclo G6, and TxCell are our registered trademarks. All other trademarks or trade names appearing in this Annual Report on Form 10-K are the property of their respective owners.
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