What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-23 · 64 added, 58 removed, 117 unchanged (51% of the section changed)

31 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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

13 unchanged sentences

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

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

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of January 1, 2022 and January 2, 2021

Consolidated Statements of Operations for the years ended January 1, 2022 and January 2, 2021

Consolidated Statements of Comprehensive Loss for the years ended January 1, 2022 and January 2, 2021

Consolidated Statements of Stockholders’Equity for the years ended January 1, 2022 and January 2, 2021

Consolidated Statements of Cash Flows for the years ended January 1, 2022 and January 2, 2021

Notes to Consolidated Financial Statements

2 unchanged sentences

Exhibit Index

Exhibit Title

Incorporated by Reference

Filed Herewith

Amended and Restated Certificate of Incorporation of Registrant.

February 15, 1996

Amended and Restated Bylaws of Registrant.

April 1, 2019

Investor Rights Agreement, dated as of August 31, 2007, by and among the Registrant, BlueLine Capital Partners, LP;

BlueLine Capital Partners III, LP and BlueLine Capital Partners II, LP.

September 7, 2007

Amendment No.

1 to Investor Rights Agreement, dated as of March 31, 2009.

April 6, 2009

Description of Capital Stock.

March 13, 2020

Fourth Amendment to Lease Agreement dated February 9, 2016 by and between Zappettini Investment Co.

and the Registrant.

March 31, 2016

Form of Indemnification Agreement with directors and officers.

3 unchanged sentences

2 dated December 22, 2008.

April 1, 2009

Third Amendment to Lease Agreement dated August 4, 2014 by and between Zappettini Investment Co.

and the Registrant.

November 3, 2014

Fourth Amendment to Lease Agreement dated January 31, 2016 by and between ZIC 12112 Terra Bella LLC and the Registrant.

March 31, 2016

Incorporated by Reference

Filed Herewith

Triple Net Lease dated April 26, 2017 by and between ZIC 12112 Terra Bella LLC and the Registrant.

First Amendment to Triple Net Lease by and between ZIC 1212 Terra Bella LLC and the Registrant, executed on April 30, 2021.

August 12, 2021

2005 Employee Stock Purchase Plan.

April 30, 2004

2008 Equity Incentive Plan, as amended .

April 30, 2021

Form of 2008 Equity Incentive Plan Option Agreement.

November 21, 2008

Form of Stand-Alone Stock Option Agreement.

July 30, 2009

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.

September 7, 2007

Form of 2008 Equity Incentive Plan Restricted Stock Award Agreement.

Exhibit Title

August 4, 2011

Form of 2008 Equity Incentive Plan Restricted Stock Unit Award Agreement.

Restricted Stock Unit Award Agreement granted to William M.

Moore under the Company’s 2008 Equity Incentive Plan, as amended.

Restricted Stock Unit Award Agreement granted to William M.

Moore under the Company’s 2008 Equity Incentive Plan, as amended.

Change in Control Severance Agreement dated March 30, 2015, between the Registrant and William M.

Change in Control Severance Agreement dated as of December 6, 2017 by and between the Company and George Marcellino

Offer Letter between the Company and Mr.

Mokari effective as of May 13, 2016.

Change in Control Severance Agreement, between the Company and Mr.

August 4, 2011

Loan and Security Agreement, dated as of November 2, 2016, between IRIDEX Corporation and Silicon Valley Bank.

November 3, 2016

First Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on December 3, 2019.

March 13, 2020

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.

March 13, 2020

Th ird Amendment to Loan and Security Agreement between IRIDEX Corporation and Silicon Valley Bank, executed on Dec ember 31 , 2020.

March 23, 2021

Offer Letter between the Company and Mr.

Bruce effective as of May 20, 2019.

June 14, 2019

Change in Control Severance Agreement dated as of October 25, 2019, between the Company and Mr.

October 28, 2019

Change in Control Severance Agreement dated as of October 25, 2019, between the Company and Mr.

October 28, 2019

Asset Purchase Agreement dated as of March 2, 2021, among the Company, Topcon Medical Laser Systems, Inc.

and Topcon America Corporation.

March 4, 2021

Incorporated by Reference

Filed Herewith

Distribution Agreement dated as of March 2, 2021, by and between the Company and Topcon Corporation.

March 4, 2021

Investment Agreement dated as of March 2, 2021, by and between the Company and Topcon America Corporation.

March 4, 2021

Registration Rights Agreement dated as of March 2, 2021, by and between the Company and Topcon America Corporation.

March 4, 2021

Subsidiaries of Registrant

February 15, 1996

Consent of BPM LLP, Independent Registered Public Accounting Firm.

Power of Attorney (included on signature page).

Certification of Principal Executive and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of P rincipal Executive a nd Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of P rincipal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Labels Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document .

Inline XBRL Taxonomy Extension Schema Document .

Inline XBRL Taxonomy Extension Calculation Linkbase Document .

Inline XBRL Taxonomy Extension Definition Linkbase Document .

Inline XBRL Taxonomy Extension Label Linkbase Document .

Inline XBRL Taxonomy Extension Presentation Linkbase Document .

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Indicates a management contract or compensatory plan or arrangement.

Incorporated by reference to the Exhibits filed with the Registration Statement on Form SB-2 (No.

333-00320-LA) which was declared effective on February 15, 1996.

Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 8-K on April 1, 2019.

Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 8-K on September 7, 2007.

Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 8-K on April 6, 2009.

Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 10-K for the year ended January 3, 2009.

Incorporated by reference to the appendix filed with the Registrant’s Proxy Statement for the Registrant’s 2004 Annual Meeting of Stockholders which was filed on April 30, 2004.

Incorporated by reference to the appendix filed with the Registrant’s Proxy Statement for the Registrant’s 2019 Annual Meeting of Stockholders which was filed on June 12, 2019.

Incorporated by reference to Exhibit 99.1 filed with Registrant’s Registration Statement on Form S-8 on November 21, 2008.

Incorporated by reference to Exhibit 99.(d)(5) filed with the Registration Statement on Form SC TO-I July 30, 2009.

Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 10-Q for the quarter ended July 2, 2011.

Incorporated by reference to the Exhibit 10.1 filed with the Registrant’s Report on Form 10-Q filed on November 3, 2014.

Incorporated by reference to the Exhibit 10.1 filed with the Registrant’s Report on Form 8-K on March 27, 2013.

Incorporated by reference to the Exhibit 10.1 filed with the Registrant’s Report on Form 8-K on January 9, 2014.

Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 10-Q on May 12, 2015.

Incorporated by reference to the Exhibit 10.1 filed with the Registrant’s Report on Form 10-K on March 31, 2016.

Incorporated by reference to the Exhibit 10.1 filed with the Registrant’s Report on Form 8-K on December 6, 2017.

Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 8-K on July 11, 2016,

Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Report on Form 8-K on November 3, 2016.

Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Report on Form 10-K on March 31, 2016.

Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Report on Form 8-K on May 1, 2017.

Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Report on Form 8-K/A on June 14, 2019.

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.

2 unchanged sentences

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 23rd day of March 2021.

IRIDEX CORPORATION

12 unchanged sentences

(Principal Financial Officer)

/s/ Robert Gunst

/s/ Scott Shuda

Chairman of the Board

March 15, 2022

(Robert Gunst)

/s/ Doris Engibous

(Scott Shuda)

/s/ Nandini Devi

March 15, 2022

(Doris Engibous)

(Nandini Devi)

/s/ Robert Grove

3 unchanged sentences

March 15, 2022

/s/ (Scott Shuda)

March 23, 2021

(Scott Shuda)

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