Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

November 1, 2023

Date of Report (date of earliest event reported)

IRIDEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-27598

77-0210467

(State or other jurisdiction of

Employer incorporation or organization)

(Commission

File Number)

(I.R.S.

Identification Number)

1212 Terra Bella Avenue

Mountain View, California 94043

(Address of principal executive offices, including zip code)

(650) 940-4700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

Emerging growth company ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Trading
Symbol

Name of Exchange

on Which Registered

Common Stock, par value $0.01 per share

IRIX

Nasdaq Global Market

Item 8.01.

Other Events.

Delaware Section 205 Petition

As previously disclosed, on October 2, 2023, IRIDEX Corporation (the “Company”) filed a petition in the Delaware Court of Chancery under Section 205 of the Delaware General Corporation Law (the “Petition”) seeking to validate the filing and effectiveness of the Company’s Amended and Restated Certificate of Incorporation that is on file with the Delaware Secretary of State (the “Amended Charter”).

On November 1, 2023, the Delaware Court of Chancery held a hearing on the Petition and issued a final order in the Company’s favor granting the Petition, thereby validating the filing and effectiveness of the Amended Charter and all corporate actions and transactions taken in reliance on its validity. A copy of the Court’s order is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Order entered by the Delaware Court of Chancery on November 1, 2023.

104		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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		IRIDEX CORPORATION

By:		/s/ David I. Bruce
		David I. Bruce President and Chief Executive Officer

Date: November 7, 2023

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Exhibit 99.1

LOGO

GRANTED

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


In re IRIDEX CORP.	)	C.A. No. 2023-
	)

[PROPOSED] ORDER GRANTING PETITION FOR RELIEF

PURSUANT TO 8 DEL. C. § 205

WHEREAS, on February 22, 1996, Petitioner IRIDEX Corporation (the “Company”), filed its Amended and Restated Certificate of Incorporation (the “Operative Charter”) with the Delaware Secretary of State;

WHEREAS, in reliance on the validity and effectiveness of the Operative Charter, the Company has issued shares of its capital stock, raised secondary financings, and taken other actions, from time to time on or after February 22, 1996, and through the date of this order;

WHEREAS on September 29, 2023, the Company filed with this Court a Verified Petition for Relief under 8 Del. C. § 205 seeking validation of the Operative Charter (the “Petition”); and

WHEREAS, the Court has considered the factors in 8 Del. C. § 205(d) and finds good cause to grant the Petition;

IT IS HEREBY ORDERED, this ___ day of ________________, 2023, that under 8 Del. C. § 205:

1. The Operative Charter, including the filing and effectiveness thereof, is hereby validated and declared effective as of February 22, 1996.

2. This Order validates the corporate act taken, notwithstanding any failures of authorization or potential failures of authorization described in, or resulting from the matters described in, the Petition.

[Vice] Chancellor

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This document constitutes a ruling of the court and should be treated as such.


Court:		DE Court of Chancery Civil Action

Judge:		Nathan A Cook

File & Serve Transaction ID:		70997288

Current Date:		Nov 01, 2023

Case Number:		2023-0990-NAC

Case Name:		In re IRIDEX CORP.

Court Authorizer Comments:

The order is granted for the reasons stated during today’s hearing.

/s/ Judge Nathan A Cook

Document and Entity Information	Nov. 01, 2023
Cover [Abstract]
Entity Registrant Name	IRIDEX CORP
Amendment Flag	false
Entity Central Index Key	0001006045
Document Type	8-K
Document Period End Date	Nov. 01, 2023
Entity Incorporation State Country Code	DE
Entity File Number	000-27598
Entity Tax Identification Number	77-0210467
Entity Address, Address Line One	1212 Terra Bella Avenue
Entity Address, City or Town	Mountain View
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94043
City Area Code	(650)
Local Phone Number	940-4700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	IRIX
Security Exchange Name	NASDAQ