What changed in this filing

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Item 9A. Controls and Procedures

2021-03-23 compared with 2020-03-13 · 30 added, 33 removed, 145 unchanged (30% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Principal Executive and Financial Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act.

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

1 unchanged sentence

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on management’s evaluation, our Principal Executive and Financial Officer and Principal Accounting Officer concluded that, as of December 28, 2019, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive and Financial Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on management’s evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of January 2, 2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting.

3 unchanged sentences

Further, because of changes in conditions, the effectiveness of any internal control may vary over time.

Our management assessed the effectiveness of the company’s internal control over financial reporting as of December 28, 2019.

Our management assessed the effectiveness of the company’s internal control over financial reporting as of January 2, 2021.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on our assessment using those criteria, our management concluded that, as of December 28, 2019, our internal control over financial reporting is effective.

Based on our assessment using those criteria, our management concluded that, as of January 2, 2021, our internal control over financial reporting is effective.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

3 unchanged sentences

Inherent Limitations on Effectiveness of Controls

Our management, including our Principal Executive and Financial Officer and Principal Accounting Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Our management, including our Principal Executive Officer and Principal Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

8 unchanged sentences

Other Information

The Company currently intends to accelerate the date of its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).

In accordance with Rule 14a-5(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has determined that proposals to be considered for inclusion in the Company’s proxy statement for the 2020 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act must be received by the Company at its principal executive offices before the close of business on March 23, 2020.

In order for a stockholder proposal made outside of Rule 14a-8 of the Exchange Act or the nomination of a director candidate to be considered “timely” within the meaning of Rule 14a-4(c) of the Exchange Act in respect of the 2020 Annual Meeting, such proposal or nomination must be received by the Company at its principal executive offices before the close of business on March 23, 2020, and be in compliance with the Bylaws of the Company.

All proposals and nominations should be directed to the attention of the Corporate Secretary, Iridex Corporation, 1212 Terra Bella Avenue, Mountain View, California 94043 .

Not applicable.

Certain information required by Part III has been omitted from this Form 10-K.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Information regarding our directors is incorporated herein by reference to “Proposal One - Election of Directors - Nominees” in our Proxy Statement.

The information concerning our current executive officers is incorporated herein by reference to “Executive Officers” in our Proxy Statement.

Information regarding delinquent filers is incorporated by reference to “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement.

Information regarding our code of business conduct and ethics is incorporated herein by reference to “Corporate Governance Matters - Code of Business Conduct and Ethics” in our Proxy Statement.

The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2021 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended January 2, 2021 and is incorporated in this report by reference .

Executive Compensation

The information required by this item is incorporated herein by reference to “Executive Compensation” in our Proxy Statement.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to “Certain Relationships and Related Transactions” in our Proxy Statement.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by this item is incorporated herein by reference to “Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

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Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018

Consolidated Statements of Operations for the years ended December 28, 2019 and December 29, 2018

Consolidated Statements of Comprehensive Loss for the years ended December 28, 2019 and December 29, 2018

Consolidated Statements of Stockholders’Equity for the years ended December 28, 2019 and December 29, 2018

Consolidated Statements of Cash Flows for the years ended December 28, 2019 and December 29, 2018

Consolidated Balance Sheets as of January 2, 2021 and December 28, 2019

Consolidated Statements of Operations for the years ended January 2, 2021 and December 28, 2019

Consolidated Statements of Comprehensive Loss for the years ended January 2, 2021 and December 28, 2019

Consolidated Statements of Stockholders’Equity for the years ended January 2, 2021 and December 28, 2019

Consolidated Statements of Cash Flows for the years ended January 2, 2021 and December 28, 2019

Notes to Consolidated Financial Statements

41 unchanged sentences

Second Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on January 8, 2020.

Third Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on December 31, 2020.

Offer Letter between the Company and Mr.

41 unchanged sentences

Incorporated by reference to Exhibits filed with the Registrant’s Report on Form 8-K on October 28, 2019.

Incorporated by reference to Exhibits filed with the Registrant’s Report on Form 10-K on March 13, 2020.

Print filing.

Trademark Acknowledgments

IRIDEX, the IRIDEX logo, IRIS Medical, MicroPulse, OcuLight, SmartKey, and EndoProbe, are our registered trademarks.

G-Probe, DioPexy, DioVet, TruFocus, TrueCW, IQ 577, IQ 532, Cyclo G6, TxCell, OtoProbe, Symphony, EasyFit, Endoview, MoistAir and GreenTip product names are our trademarks.

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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the 13th day of March 2020.

IRIDEX CORPORATION

President and Chief Executive Officer

Vice President of Finance

/s/ Fuad Ahmad

Interim Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David I.

Bruce and Romeo Dizon, jointly and severally, their attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign on behalf of the undersigned any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned does hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

Bruce and Fuad Ahmad, jointly and severally, their attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign on behalf of the undersigned any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and each of the undersigned does hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

1 unchanged sentence

March 23, 2021

(Principal Executive and Financial Officer)

Vice President of Finance

(Principal Executive Officer)

/s/ Fuad Ahmad

Interim Chief Financial Officer

March 23, 2021

(Principal Accounting Officer)

(Principal Financial Officer)

/s/ Robert Gunst

2 unchanged sentences

(Robert Gunst)

/s/ Doris Engibous

March 23, 2021

(Doris Engibous)

/s/ Robert Grove

3 unchanged sentences

March 23, 2021

/s/ Maria Sainz

March 13, 2020

(Maria Sainz)

/s/ (Scott Shuda)

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures