IRIDEX CORP 10-Q

Item 1. Legal Proceedings From time to time, we may be involved in legal proceedings arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Item 1A. Ri sk Factors An investment in our securities has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions and/or operating results. If any of these risks actually occur, our business, operating results and financial condition could be harmed, and the value of our stock could go down. This means you could lose all or a part of your investment. We have included in Part I, Item 1A in our Annual Report on Form 10-K for the year ended January 3, 2026, which was filed with the SEC on April 2, 2026, a description of certain risks and uncertainties that could affect our business, future performance or financial condition (the “Risk Factors”). Except as indicated below, there have been no material changes from the disclosure provided in the Form 10-K with respect to the Risk Factors. Tension and potential disagreements between a majority of our board of directors and other board members that are affiliated with our largest shareholder could adversely affect our business, strategy, operating results, and financial condition and this has the potential to distract from or otherwise impact the board’s direction provided to management. As disclosed in our Current Report on Form 8-K filed on July 16, 2026, which is incorporated herein by reference as Exhibit 99.1, certain members of our board of directors have expressed diverging views and potentially alternative agendas with respect to certain matters concerning the Company and its future direction. The board is continuing to engage in constructive efforts to resolve these differences and improve constructive collaboration. If these disagreements are not resolved, however, they could create ongoing uncertainty regarding the Company's leadership, governance, operations, strategy and direction provided to management. Ongoing tensions may result in the resignation of one or more directors or the nomination of replacement or alternative directors by Novel Inspiration International Co., Ltd, the Company's largest stockholder. Any of these developments could adversely affect our business, operating results and financial condition, and may result in, among other things: (a) increased operating costs, including increased legal expenses, insurance, administrative expenses and associated costs; (b) uncertainties as to our future direction, which could result in the loss of potential business opportunities and could make it more difficult to attract, retain, or motivate qualified personnel, and strain relationships with investors and customers; (c) reduction or delay in our ability to effectively execute our current business strategy and to implement new strategies; and (d) fluctuations in our stock price based upon temporary or speculative market perceptions rather than the Company's underlying business fundamentals. The Board remains actively focused on its fiduciary duties minimizing further disruptions caused by the recent actions of our largest investor, and supports the company’s strategic direction, execution of our near- and long-term business goals. Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds Sales of Unregistered Securities None. Item 3. Defaults Upo n Senior Securities None. Item 4. Mine Saf ety Disclosures Not applicable.