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IRIDEX CORP

For the period ended Dec 28, 2024. Filed Mar 27, 2025.

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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.

FY2024 · Filed Mar 27, 2025

IRIX$0.70-0.8%Stored close · as of Nov 10, 2026

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Contents

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 28, 2024 and December 30, 202350
Consolidated Statements of Operations for the years ended December 28, 2024 and December 30, 202351
Consolidated Statements of Comprehensive Loss for the years ended December 28, 2024 and December 30, 202352
Consolidated Statements of Stockholders’ Equity for the years ended December 28, 2024 and December 30, 202353
Consolidated Statements of Cash Flows for the years ended December 28, 2024 and December 30, 202354
Notes to Consolidated Financial Statements55
  1. 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.

  1. Exhibits

Exhibit Index

Exhibit No. · Incorporated by Reference
DescriptionFormFile No.ExhibitFiling DateFiled Herewith
3.1Amended and Restated Certificate of Incorporation of Registrant filed on February 22, 1996.10-K000-275983.1March 29, 2024
3.2Amended and Restated Bylaws of Registrant.8-K000-275983.1April 1, 2019
3.3Certificate of Designation, Preferences and Rights of Series B Preferred Stock of Registrant, filed with the Secretary of State of the State of Delaware, March 18, 2025.8-K000-275983.1March 20, 2025
4.1Description of Capital Stock.10-K000-275984.3March 13, 2020
4.2Form of Senior Convertible Promissory Note (included within Exhibit 10.18).8-K000-2759810.2August 5, 2024
4.3Senior Convertible Promissory Note, dated August 7, 2024, by and between the Registrant and Lind Global Asset Management IX LLC.10-Q000-275984.1November 12, 2024
4.4Investor Rights Agreement, dated March 19, 2025, by and between the Registrant and Novel Inspiration Co., Ltd.8-K000-275984.1March 20, 2025
10.1Form of Indemnification Agreement with directors and officers.10-K000-2759810.2March 15, 2022
10.2Lease 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-K000-2759810.2April 1, 2009
10.2.1Third Amendment to Lease Agreement dated August 4, 2014 by and between Zappettini Investment Co. and the Registrant.10-Q000-2759810.1November 3, 2014
Exhibit No. · Incorporated by Reference
DescriptionFormFile No.ExhibitFiling DateFiled Herewith
10.2.2Fourth Amendment to Lease Agreement dated January 31, 2016 by and between ZIC 1212 Terra Bella LLC and the Registrant.10-K000-2759810.1March 31, 2016
10.2.3Triple Net Lease dated April 26, 2017 by and between ZIC 1212 Terra Bella LLC and the Registrant.8-K000-2759810.1May 1, 2017
10.2.4First Amendment to Triple Net Lease by and between ZIC 1212 Terra Bella LLC and the Registrant, executed on April 30, 2021.10-Q000-2759810.1August 12, 2021
10.2.5Second Amendment to Triple Net Lease by and between ZIC 1212 Terra Bella LLC and the Registrant, dated on August 29, 2022.10-Q000-2759810.1November 20, 2023
10.2.6Third Amendment to Triple Net Lease by and between ZIC 1212 Terra Bella LLC and the Registrant, dated on September 21, 2023.10-Q000-2759810.2November 20, 2023
10.3*2005 Employee Stock Purchase Plan.DEF 14A000-27598April 30, 2004
10.4*2008 Equity Incentive Plan, as amended.8-K000-2759810.1June 15, 2023
10.5*Form of 2008 Equity Incentive Plan Option Agreement.S-8333-15559899.1November 21, 2008
10.6*Form of Stand-Alone Stock Option Agreement.SC TO-I005-4816999.(d)(5)July 30, 2009
10.7Securities 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-K000-2759810.1September 7, 2007
10.8*Form of 2008 Equity Incentive Plan Restricted Stock Award Agreement.10-Q000-2759810.1August 4, 2011
10.9*Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Agreement.10-Q000-2759810.2August 4, 2011
10.10Loan and Security Agreement, dated as of November 2, 2016, between IRIDEX Corporation and Silicon Valley Bank.8-K000-2759810.1November 3, 2016
10.11.1First Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on December 3, 2019.10-K000-2759810.19.1March 13, 2020
10.11.2Second Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on January 8, 2020.10-K000-2759810.19.2March 13, 2020
10.11.3Third Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on December 31, 2020.10-K000-2759810.19.3March 23, 2021
10.11.4Fourth Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on March 24, 2022.10-Q000-2759810.1August 15, 2022
Exhibit No. · Incorporated by Reference
Description · Form · File No. · Exhibit · Filing Date · Filed Herewith
10.11.5Fifth Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on June 15, 2022.10-Q000-2759810.1August 15, 2022
10.11*Offer Letter between the Company and Mr. Bruce effective as of May 20, 2019.8-K/A000-2759810.1June 14, 2019
10.12*Change in Control Severance Agreement dated as of October 25, 2019, between the Company and Mr. Bruce.8-K000-2759810.1October 28, 2019
10.13*Amended and Restated Change in Control Severance Agreement dated as of November 7, 2024, between the Company and Mr. Mercer.8-K000-2759810.2November 13, 2024
10.14Asset Purchase Agreement dated as of March 2, 2021, among the Company, Topcon Medical Laser Systems, Inc. and Topcon America Corporation.8-K/A000-2759810.1March 4, 2021
10.15Distribution Agreement dated as of March 2, 2021, by and between the Company and Topcon Corporation.8-K/A000-2759810.2March 4, 2021
10.16Investment Agreement dated as of March 2, 2021, by and between the Company and Topcon America Corporation.8-K/A000-2759810.3March 4, 2021
10.17Registration Rights Agreement dated as of March 2, 2021, by and between the Company and Topcon America Corporation.8-K/A000-2759810.4March 4, 2021
10.18Securities Purchase Agreement dated as of August 4, 2024 by and between the Company and Lind Global Asset Management IX LLC.8-K000-2759810.1August 5, 2024
10.19Separation and Release Agreement dated as of November 11, 2024, between the Company and Mr. Bruce.8-K000-2759810.1November 13, 2024
10.20Securities Purchase Agreement, dated March 19, 2025 by and between the Registrant and Novel Inspiration Co., Ltd.8-K000-2759810.1March 20, 2025
10.21Note Purchase Agreement, dated March 19, 2025, by and between the Registrant and Novel Inspiration Co., Ltd.8-K000-2759810.2March 20, 2025
10.22Form of Convertible Promissory Note, dated March 19, 2025, by and between the registrant and Novel Inspiration Co., Ltd.8-K000-2759810.3March 20, 2025
10.23Convertible Promissory Note, dated March 19, 2025, by and between the registrant and Novel Inspiration Co., Ltd.8-K000-2759810.3March 20, 2025
19.1Insider Trading PolicyX
21.1Subsidiaries of RegistrantX
23.1Consent of BPM LLP, Independent Registered Public Accounting Firm.X
24.1Power of Attorney (included on signature page).X
Exhibit No. · Incorporated by Reference
DescriptionFormFile No.ExhibitFiling DateFiled Herewith
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, 2023.10-K000-2759897.1March 29, 2024
99.1Verified Petition for Relief Pursuant to 8 Del. C. § 205 of the Registrant, filed October 2, 2023.8-K000-2759899.1October 18, 2023
99.2Order entered by the Delaware Court of Chancery on November 1, 2023.8-K000-2759899.1November 7, 2023
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Document.
104Cover 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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