IRIDEX CORP
For the period ended Jan 3, 2026. Filed Apr 2, 2026.
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FY2026 · Filed Apr 2, 2026
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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) | 49 |
| Consolidated Balance Sheets as of January 3, 2026 and December 28, 2024 | 51 |
| Consolidated Statements of Operations for the years ended January 3, 2026 and December 28, 2024 | 52 |
| Consolidated Statements of Comprehensive Loss for the years ended January 3, 2026 and December 28, 2024 | 53 |
| Consolidated Statements of Stockholders’ Equity for the years ended January 3, 2026 and December 28, 2024 | 54 |
| Consolidated Statements of Cash Flows for the years ended January 3, 2026 and December 28, 2024 | 55 |
| Notes to Consolidated Financial Statements | 56 |
- 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
The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
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 June 11, 2025. | 8-K | 000-27598 | 3.1 | June 13, 2025 |
| 3.2 | Amended and Restated Bylaws of Registrant. | 8-K | 000-27598 | 3.1 | April 1, 2019 |
| 3.3 | Designations, Powers, Preferences and Relative and Other Special Rights and the Qualifications, Limitations and Restrictions of Such Shares of the Series B Preferred Stock of Registrant, filed with the Secretary of State of the State of Delaware on June 11, 2025 (included within Exhibit 3.1). | 8-K | 000-27598 | 3.1 | June 13, 2025 |
| 4.1 | Description of Capital Stock. | 10-K | 000-27598 | 4.3 | March 13, 2020 |
| 4.2 | Form of Senior Convertible Promissory Note (included within Exhibit 10.18). | 8-K | 000-27598 | 10.2 | August 5, 2024 |
| 4.3 | Senior Convertible Promissory Note, dated August 7, 2024, by and between the Registrant and Lind Global Asset Management IX LLC. | 10-Q | 000-27598 | 4.1 | November 12, 2024 |
| 4.4 | Investor Rights Agreement, dated March 19, 2025, by and between the Registrant and Novel Inspiration International Co., Ltd. | 8-K | 000-27598 | 4.1 | March 20, 2025 |
| 4.5 | Amendment No. 1 to Investor Rights Agreement, by and between the Registrant and Novel Inspiration International Co., Ltd., executed on May 20, 2025. | 8-K | 000-27598 | 4.1 | May 22, 2025 |
| 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 | 10-K | 000-27598 | 10.2 | April 1, 2009 |
| Exhibit No. · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| No. 1 dated September 15, 2003 and Amendment No. 2 dated December 22, 2008. | |||||
| 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 |
| 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 13, 2025 |
| 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 |
| 10.11.1 | 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 |
| 10.11.2 | 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 |
| 10.11.3 | Third Amendment to Loan and Security Agreement between IRIDEX Corporation and | 10-K | 000-27598 | 10.19.3 | March 23, 2021 |
| Exhibit No. · Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Description · Form · File No. · Exhibit · Filing Date · Filed Herewith | ||||||
| Silicon Valley Bank, executed on December 31, 2020. | ||||||
| 10.11.4 | 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 | |
| 10.11.5 | 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 | |
| 10.12* | Amended and Restated Change in Control Severance Agreement dated as of November 7, 2024, between the Company and Mr. Mercer. | 8-K | 000-27598 | 10.2 | November 13, 2024 | |
| 10.13 | 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 | |
| 10.14 | 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 | |
| 10.15 | 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 | |
| 10.16 | 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 | |
| 10.17 | Securities Purchase Agreement dated as of August 4, 2024 by and between the Company and Lind Global Asset Management IX LLC. | 8-K | 000-27598 | 10.1 | August 5, 2024 | |
| 10.18 | Securities Purchase Agreement, dated March 19, 2025 by and between the Registrant and Novel Inspiration International Co., Ltd. | 8-K | 000-27598 | 10.1 | March 20, 2025 | |
| 10.19 | Note Purchase Agreement, dated March 19, 2025, by and between the Registrant and Novel Inspiration International Co., Ltd. | 8-K | 000-27598 | 10.2 | March 20, 2025 | |
| 10.20 | Form of Convertible Promissory Note, dated March 19, 2025, by and between the registrant and Novel Inspiration International Co., Ltd. | 8-K | 000-27598 | 10.3 | March 20, 2025 | |
| 10.21 | Convertible Promissory Note, dated March 19, 2025, by and between the registrant and Novel Inspiration International Co., Ltd. | 8-K | 000-27598 | 10.4 | March 20, 2025 | |
| 10.22 | Offer Letter between the Registrant and Mr. Dizon. | 8-K | 000-27598 | 10.5 | March 20, 2025 | |
| 10.23 | Change in Control Severance Agreement between the Registrant and Mr. Dizon. | 8-K | 000-27598 | 10.6 | March 20, 2025 | |
| 19.1 | Insider Trading Policy. | 10-K | 000-27598 | 19.1 | March 27, 2025 | |
| 21.1 | Subsidiaries of Registrant | X | ||||
| 23.1 | Consent of BPM LLP, Independent Registered Public Accounting Firm. | X | ||||
| Exhibit No. · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 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. | 10-K | 000-27598 | 97.1 | March 29, 2024 |
| 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.
** The certifications furnished in Exhibit 32.1 and 32.2 hereto is deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.