IRIX 8-K
Iridex Corp (IRIX)
UNITED STATES Washington, D.C. 20549 |
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FORM CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF THE |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Securities registered pursuant to Section 12(b) of the Act:
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Item 8.01 Other Events
On September 5, 2024, IRIDEX Corporation (the “Company”) filed a resale registration statement on Form S-3 with the Securities and Exchange Commission (the “Registration Statement”). The filing of the Registration Statement was required by the contractual obligations agreed to by the Company under the Securities Purchase Agreement, dated August 4, 2024 (the “Purchase Agreement”), by and between the Company and Lind Global Asset Management IX LLC (“Lind”). As stated on the first page of the Registration Statement, the total number of shares included within the Registration Statement represents (i) the maximum number of shares of common stock that may become issuable upon the conversion of a senior convertible promissory note, dated August 7, 2024 (the “Note” and the number of shares issuance upon conversion of the Note (the “Note Shares”)) and (ii) shares of common stock that were issued pursuant to the Purchase Agreement (the “Incentive Shares”).
No Note Shares have been issued to Lind and no Note Shares are currently outstanding. The number of Note Shares that may, at some future date, be issued to Lind upon conversion of the Note is subject to a number of conditions, as set forth in the Purchase Agreement and related documents, and cannot exceed the number of shares set forth in the Registration Statement. The Company believes that any Note Shares issued in connection with conversion of the Note will be substantially fewer than the maximum amount being registered in the Registration Statement but can provide no assurance that will be the case. If the issued $4.2 million full face value Note were to be converted by Lind at the premium price of $2.44, it would result in the issuance of approximately 1.7 million additional shares of common stock. For purposes of the Registration Statement, the Company has registered the maximum number of Note Shares and Incentive Shares, in the aggregate, that may be issued and resold by Lind in accordance with the regulatory requirements promulgated for such filings by the Securities and Exchange Commission.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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 hereunto duly authorized.
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IRIDEX CORPORATION |
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By: |
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/s/ David I. Bruce |
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David I. Bruce |
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Chief Executive Officer |
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Date: September 6, 2024 |
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