IRIDEX CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 11, 2025

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of IRIDEX Corporation, a Delaware corporation (the “Company”), will be held on June 11, 2025 (the “Annual Meeting”) at 8:00 a.m., Pacific time, at the Company’s principal executive offices located at 1212 Terra Bella Avenue, Mountain View, California 94043.

On March 19, 2025, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) and a note purchase agreement (the “Note Purchase Agreement”) with Novel Inspiration International Co., Ltd. (“Novel”). Pursuant to the Securities Purchase Agreement and the Note Purchase Agreement, we issued 600,000 shares of our Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) at $10.00 per share, initially convertible into 3,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and an initial convertible promissory note in an aggregate principal amount of $4,000,000 (the “Initial Note”). The Initial Note is convertible into 400,000 shares of our Series B Preferred Stock at Novel’s option at an initial conversion price of $10.00, subject to appropriate adjustments from time to time for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

In addition to the Initial Note, the Company and Novel agreed to develop and pursue growth initiatives that are anticipated to benefit from additional future financing from Novel. As part of such agreement, the Company has agreed that Novel will have the right to purchase additional convertible promissory notes (the “Growth Notes” and, together with the Initial Note, the “Notes”) in an aggregate principal amount of up to $10,000,000. The Growth Notes will become issuable in three installments, with one-third of the aggregate principal amount being issuable on each of the first, second and third anniversaries of March 19, 2025 and ending 90 days following such anniversary, subject to the terms and conditions in the Note Purchase Agreement. We have agreed to use good faith efforts to obtain stockholder approval in connection with the issuance of any Growth Notes to the extent such approval is deemed required under the rules and regulations of the Nasdaq Stock Markets (or any successor entity).

The terms of the Series B Preferred Stock and the Initial Note provide that approval of our stockholders (the “Transaction Approval”) is required prior to our issuance of any shares of Common Stock issuable upon conversion of any shares of Series B Preferred Stock, or any shares of Common Stock issuable as interest upon the Notes or any shares of Series B Preferred Stock or Common Stock issuable upon conversion of the Notes (collectively, the “Novel Shares”), to the extent that (i) the aggregate of all such Novel Shares issued by us would exceed 19.99% of either (a) the total number of shares of our Common Stock outstanding on the date of the Securities Purchase Agreement or (b) the total voting power of our securities outstanding on the date of the Securities Purchase Agreement that are entitled to vote on a matter being voted on by holders of our Common Stock, or (ii) such issuance would cause Novel to become, directly or indirectly, a “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 19.99% of either (i) the total number of shares of Common Stock outstanding of such date or (ii) the total voting power of our securities outstanding as of such date that are entitled to vote on a matter being voted on by holders of our Common Stock.

The total number of shares of Common Stock issuable pursuant to the terms of the Series B Preferred Stock and the Initial Notes issued as of the date hereof is capped at 3,356,126 (equal to 19.99% of the number of shares of Common Stock outstanding as of March 19, 2025) prior to the receipt of transaction approval. Following the receipt of Transaction Approval, up to 11,857,142 shares of Common Stock may be issued pursuant to the terms of the Series B Preferred Stock and the Initial Notes issued as of the date hereof (equal to 70.62% of the number of shares of Common Stock outstanding as of March 19, 2025), which based on the maximum number of shares of Common Stock that may be issuable for the payment of interest on the Initial Notes at the price floor of $0.21.

The Annual Meeting will be held for the following purposes as more fully described in the attached formal meeting notice and proxy statement, including the appendices thereto and related materials (the “Proxy Statement”):

1. To elect the five (5) directors named in the proxy statement to serve for the ensuing year or until their successors are elected and qualified (“Proposal One”);

2. To ratify the appointment of BPM LLP as our independent registered public accounting firm for fiscal year 2025 ending January 3, 2026 (“Proposal Two”);

3. To approve the issuance of the Novel Shares (other than the Novel Shares issuable pursuant to the terms of the Growth Notes) as provided for under Nasdaq Listing Rules 5635(b) and 5635(d) (“Proposal Three” or the “Nasdaq Stockholder Approval Proposal”);

4. To approve an amendment and restatement of our amended and restated certificate of incorporation (the “Charter”) to, among other matters: modernize our Charter, increase the number of authorized shares of our Common Stock from 30,000,000 shares to 100,000,000 shares, and establish the designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions of the preferred stock, including our Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) in the form of Appendix A (the “Restated Charter”) (“Proposal Four” or the “Restated Charter Proposal”);

5. To approve an amendment to our 2008 Equity Incentive Plan (the “Plan”) to, among other things, increase the share reserve and extend the term of the Plan (“Proposal Five”);

6. To conduct an advisory vote to approve the compensation of the Company’s named executive officers (“Proposal Six”);

7. To conduct an advisory non-binding vote on the frequency of future advisory votes to approve the compensation of our named executive officers (“Proposal Seven”);

8. To approve one or more adjournments of the Annual Meeting, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Annual Meeting (“Proposal Eight” or the “Adjournment Proposal”, and collectively, the “Proposals”); and

9. To transact such other business as may properly be brought before the meeting and any adjournment(s) or postponement(s) thereof.

Stockholders at the close of business on April 14, 2025 shall be entitled to notice of and to vote at the Annual Meeting. The date of this proxy statement is April 28, 2025 and the Notice of Internet Availability (the “Internet Notice”) is being mailed on or about May 2, 2025 to stockholders of record as of April 14, 2025.

All stockholders are cordially invited to attend the meeting. The Internet Notice also provides instruction on how to vote via the Internet and includes instructions on how to receive a paper copy of our proxy materials by mail. The proxy statement and our annual report can be accessed directly atwww.proxyvote.com. All you have to do is enter the control number located on your Internet Notice or proxy card. Any stockholder attending the Annual Meeting may vote in person even if he, she or it has previously voted using the Internet, telephone or proxy card. If you wish to attend the Annual Meeting to vote in person and need directions, please contact Investor Relations at (650) 940-4700 or investors@iridex.com. If you have any questions or require assistance with voting your shares, please contact our proxy solicitor, Alliance Advisors, LLC, by calling their toll-free number at (844) 202-6142.

YOUR VOTE IS IMPORTANT IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING,WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING WE URGE YOU TOSUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE OR MAIL.