IRIDEX Corporation filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
David Bruce Resignation and Separation Agreement
On October 1, 2024, Dave Bruce was terminated as the Company’s Chief Executive Officer (the “CEO”) and principal executive officer, effective immediately, and on November 11, 2024, Mr. Bruce resigned from the Board. The Board thanks Mr. Bruce for his service to the Company.
Pursuant to the terms of Mr. Bruce’s employment agreement, Mr. Bruce was eligible to receive certain severance benefits in connection with his termination, subject to his entry into a separation agreement with the Company. On November 11, 2024, Mr. Bruce and the Company entered into a separation and release agreement (the “Separation Agreement”) providing for certain benefits in exchange for a release of claims by Mr. Bruce and compliance with certain ongoing covenants, including:
Mr. Bruce shall have twelve (12) months from October 4, 2024 (the “Separation Date”) to exercise any vested and unexercised options to purchase the Company’s common stock unless such options expire prior to the end of such twelve-month period. Except for the Accelerated Options and Accelerated RSUs, Mr. Bruce’s unvested options to purchase common stock and unvested restricted stock units ceased vesting and were forfeited on the Separation Date.
Pursuant to the terms of the Separation Agreement, Mr. Bruce will remain bound by the confidentiality provisions and certain restrictive covenants included in his employment agreement.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Patrick Mercer Compensatory Arrangements and Change in Control Severance Agreement
On November 7, 2024, the Board adjusted the terms of Patrick Mercer’s compensation in connection with his role as CEO. Mr. Mercer will retain an annualized 2024 base salary of $360,000 and will be eligible to receive an annual target bonus of 65% of his 2024 annual base salary upon the achievement of certain performance objectives determined by the Company’s Compensation Committee and Board. In addition, Mr. Mercer entered into an amended and restated Change in Control Severance Agreement, in which Mr. Mercer would be entitled to a lump sum cash severance payment equal to 150% of his base salary then in effect, if terminated without cause (as defined therein) or in connection with a change in control (as defined in the Plan). The foregoing description of the Change in Control Severance Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Change in Control Severance Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
Effective November 7, 2024, Kenneth E. Ludlum was appointed to the Compensation Committee. Following Mr. Ludlum’s appointment, the composition of the Company’s committees is as follows:
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Separation and Release Agreement dated as of November 11, 2024, between the Company and Mr. Bruce. |
10.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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IRIDEX CORPORATION |
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By: |
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/s/ Patrick Mercer |
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Patrick Mercer |
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President and Chief Executive Officer |
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Date: November 13, 2024 |
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