Item 5. Other Information
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers.
During the three months ended March 29, 2025, the Company did not adopt or terminate , and no directors or officers, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
26
Item 6. Exhibits
Incorporated by Reference
Exhibit
No.
Exhibit Title
Form
Filing No.
Exhibit
Filing Date
Filed Herewith
3.1
Certificate 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-K
000-27598
3.1
March 20, 2025
4.1
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
10.1
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
10.2
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
10.3
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
10.4
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
10.5*
Offer Letter between the Registrant and Mr. Dizon.
8-K
000-27598
10.5
March 20, 2025
10.6*
Change in Control Severance Agreement between the
Registrant and Mr. Dizon.
8-K
000-27598
10.6
March 20, 2025
31.1
Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted 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
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.
X
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document.
X
104
Cover Page formatted as Inline XBRL and contained in Exhibit 101
X
* Indicates a management contract or compensatory plan or arrangement.
** The certification furnished in Exhibit 32.1 and 32.2 hereto is deemed to accompany this Quarterly Report on Form 10-Q 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.
27
Trademark Acknowledgments
Iridex, the Iridex logo, IRIS Medical, MicroPulse, OcuLight, EndoProbe, MicroPulse P3, G-Probe, G-Probe Illuminate, TruFocus LIO Premiere, IQ 577, IQ 532, Cyclo G6, and TxCell are our registered trademarks. All other trademarks or trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.
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SIGNA TURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
IRIDEX Corporation
Date: May 13, 2025
By:
/s/ PATRICK MERCER
Name:
Patrick Mercer
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: May 13, 2025
By:
/s/ ROMEO R. DIZON
Name:
Romeo R. Dizon
Title:
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.