8-K

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 21, 2022
(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 incorporation or organization)			(Commission File Number)	(I.R.S. Employer 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(d) Appointment of Director

On March 17, 2022, Iridex Corporation (the “Company”) appointed Beverly A. Huss to its board of directors (the “Board”), effective March 17, 2022 (the “Effective Date”). In connection with Ms. Huss’ appointment to the Board, the size of the Board was increased from five to six members as of the Effective Date.

Ms. Huss will receive standard compensation available to non-employee members of the Board and committees of the Board and has been granted a nonstatutory stock option to purchase 15,000 shares of the Company’s common stock which vests in equal monthly installments over four years following the effective date of the grant, subject to Ms. Huss remaining a service provider to the Company through each applicable vesting date. In addition, it is expected that Ms. Huss will execute the Company’s current standard form of indemnification agreement, which was filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K on March 15, 2022.

Ms. Huss has served as the Chief Executive Officer of Pagonia Medical, Inc. (“Pagonia”), a private company focused on creating a novel non-invasive device for the preservation of tissue following a heart attack, stroke, traumatic brain injury and other medical conditions since January 2021. From September 2013 until January 2021, she served as President and Chief Executive Officer of Qool Therapeutics, Inc. (“Qool”), formerly Thermocure, Inc., a company focused on temperature management therapies. Prior to joining Qool, Ms. Huss was President and Chief Executive Officer at a start-up medical device company, Vibrynt, Inc., and held multiple senior level leadership positions at Guidant Corporation, including, President, Endovascular Solutions, and Vice President, Global Marketing, Vascular Intervention, and Vice President of the Stent Business Unit. Ms. Huss currently serves on the board of directors of Pagonia, Madorra Inc., a privately-held medical device company developing solutions to improve quality of life after menopause (executive chair of the board), Accuray Incorporated, a publicly-held radiation oncology company (compensation chair), Coala-Life Group AB, a Swedish public medical device company developing heart monitors, and Ancora Heart, Inc., a privately-held medical device company developing heart failure treatments. Her prior public company board experience includes Artes Medical, Inc., Wright Medical Group N.V. and Dade Behring Holdings, Inc. Ms. Huss holds a B.S. in metallurgical engineering from the University of Illinois and a M.S. in technology management from Pepperdine University.

As a current chief executive officer with more than 25 years of management experience in the medical device industry, and a current and former member of several public and private company boards, Ms. Huss brings to the Board extensive experience in the medical device industry, including experience in the areas of business operations, management and corporate governance.

There is no arrangement or understanding between Ms. Huss and any other person pursuant to which Ms. Huss was elected as a director of the Company. There are no family relationships between Ms. Huss and any director or executive officer of the Company, and, other than as described above, no transactions involving Ms. Huss that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated March 21, 2022.
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: March 21, 2022

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EX-99.1

Exhibit 99.1

Iridex Announces the Appointment of Beverly Huss to its Board of Directors

MOUNTAIN VIEW, Calif., March 21, 2022 -- Iridex Corporation (Nasdaq: IRIX), a provider of innovative ophthalmic laser-based medical products for the treatment of glaucoma and retinal diseases, today announced the appointment of Beverly Huss to its board of directors, effective, March 17, 2022. In connection with Ms. Huss’ appointment to the board, the size of the board was increased from five to six members as of the Effective Date.

“I am very pleased to welcome Beverly to our board of directors,” said Scott Shuda, chairman of the board of Iridex. “Beverly’s extensive management and board experience in the medical device industry and proven track record with non-invasive and minimally invasive devices makes her the perfect candidate for our board.”

On her appointment, Ms. Huss commented, “I am honored to join the Iridex board of directors. I look forward to working with my fellow board members and company management to advance the Company’s unique, laser-based approach to glaucoma treatment.”

Ms. Huss brings more than 25 years of business operations, management, and corporate governance experience in the medical device industry. Since January 2021, she has served as the CEO of Pagonia Medical, Inc.; a private company focused on creating a novel non-invasive device for the preservation of tissue following a heart attack, stroke, or traumatic brain injury. In addition, from September 2013 until January 2021, she served as President and CEO of Qool Therapeutics, Inc.,  a company focused on temperature management therapies. Before joining Qool, Ms. Huss was President and CEO at a start-up medical device company, Vibrynt, Inc. She held multiple senior-level leadership positions at Guidant Corporation, including President, Endovascular Solutions, and Vice President, Global Marketing, Vascular Intervention, and Vice President of the Stent Business Unit. Ms. Huss currently serves on the board of directors of Pagonia Medical, Accuray, Madorra Inc., Coala-Life, and Ancora Heart, Inc. Her prior board experience includes Artes Medical, Wright Medical Inc., Kalera Medical, Surefire Medical, Ulthera, and Dade Behring, Inc.

Ms. Huss holds a B.S. in metallurgical engineering from the University of Illinois and a M.S. in technology management from Pepperdine University.

About IridexIridex is a worldwide leader in developing, manufacturing, and marketing 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 to treat glaucoma and diabetic macular edema (DME), and other retinal diseases. Iridex products are sold in the United States through a direct sales force and internationally, primarily through independent distributors into more than 100 countries. For further information, visit the Iridex website at www.iridex.com.  

Investor Relations Contact

Hunter Cabi

investors@iridex.com

XML

Document and Entity Information	Mar. 21, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 21, 2022
Entity Registrant Name	IRIDEX CORPORATION
Entity Central Index Key	0001006045
Entity File Number	000-27598
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	IRIX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false