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

March 10, 2021

Date of Report

(Date of earliest event reported)

IRIDEX CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

 

0-27598

 

77-0210467

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1212 Terra Bella Avenue

Mountain View, California 94043

(Address of principal executive offices) (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:

☐

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))

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

 

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock $0.01 par value per share

Preferred Share Purchase Rights

IRIX

Nasdaq Global Market

 

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. ☐

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

The transactions previously announced by IRIDEX Corporation (the “Company”) on March 2, 2021 have closed effective March 10, 2021. On March 10, 2021, the Company issued a press release announcing that the transactions closed. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

 

99.1

Press Release of IRIDEX Corporation dated March 10, 2021

2

 

 

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

 

 

 

 

 

Date: March 10, 2021

 

By:

 

/s/ David I. Bruce

 

 

 

 

David I. Bruce

President and Chief Executive Officer

 

3

 

Exhibit 99.1

 

 

For Immediate Release

 

Iridex Completes Transaction with Topcon Corporation

 

Mountain View, CA — March 10, 2021 — Iridex Corporation (NASDAQ: IRIX), a provider of innovative ophthalmic laser-based medical products for the treatment of glaucoma and retinal diseases, announced today that it has completed the previously announced transaction with Topcon Corporation. Under the terms of the agreements, Topcon Corporation and its affiliates have completed the $10 million equity investment in Iridex and the purchase of exclusive distribution rights to the Iridex products in Asia Pacific and key EMEA regions, and Iridex has completed the purchase of assets related to PASCAL® laser products.  The total transaction results in a net amount of $19.5 million to Iridex. The transaction was announced on March 2, 2021.

 

“This capital infusion allows Iridex to invest in our strategic growth initiatives,” said David Bruce, chief executive officer of Iridex, ”enabling both our unique non-incisional glaucoma therapy products, and our newly broadened retina product line and distribution network, to ultimately benefit physicians and the patients they care for, worldwide. We appreciate the high-level commitment and investment Topcon has made in our company, and we look forward to a strong partnership.”

 

About Topcon Corporation

Topcon Corporation is headquartered in Tokyo Japan. A globally oriented business, Topcon is focused on developing solutions towards solving societal challenges in the mega-domains of healthcare, agriculture, and infrastructure. Revenue in fiscal 2019 was approximately $1.3 billion. Topcon Corporation (www.topcon.co.jp/en), founded in 1932, is traded on the Tokyo Stock Exchange (7732).

Topcon Healthcare is a branded eyecare business of Topcon. Topcon Healthcare sees eye health differently. Our vision is to empower providers with smart and efficient technologies for enhanced patient care. Keeping pace with the ever-changing landscape of the healthcare industry, we offer the latest integrated solutions, including advanced multi-modal imaging, vendor-neutral data management, safe distancing, and ground-breaking remote diagnostic technology. For more information, visit www.topconhealthcare.com/us/

 

About Iridex

Iridex is a worldwide leader in developing innovative and versatile laser-based medical systems, delivery devices and consumable instrumentation for the ophthalmology market. The Company’s proprietary MicroPulse® technology delivers a differentiated treatment that provides safe, effective, and proven treatment for targeted sight-threatening eye conditions. Iridex’s current product line is used for the treatment of glaucoma, diabetic macular edema and other retinal diseases. Iridex products are sold in the United States and Germany through a direct sales force and in more than 100 countries through a network of independent distributors. For more information, visit www.iridex.com.


 

 

 

Investor Relations Contact
Leigh Salvo
(415) 937-5404
investors@iridex.com

 

Iridex Media Contact
Jamie Hall
Pascale Communications, LLC.
(724) 417-0167
jamie@pascalecommunications.com