Current Report Filing (8-k)
April 27 2020 - 4:47PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8‑K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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April 22, 2020
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(Date of Report (date of earliest event reported)
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IRIDEX CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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0-27598
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77-0210467
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1212 Terra Bella Avenue
Mountain View, California 94043
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(Address of principal executive offices, including zip code)
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(650) 940-4700
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Title of Class
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Trading
Symbol
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Name of Exchange on Which Registered
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Common Stock, par value $0.01 per share
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IRIX
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Nasdaq Global Market
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Item 1.01. Entry into a Material Definitive Agreement
The information under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 23, 2020, Iridex Corporation (the “Company”) received $2,497,199 (the “Loan Proceeds”) from a U.S. Small Business Administration Loan (the “SBA Loan”) from Silicon Valley Bank, pursuant to the Paycheck Protection Program established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
The SBA Loan, which is in the form of a promissory note, dated April 22, 2020 (the “Promissory Note”), has a fixed interest rate of 1.0% per annum, a maturity date of April 22, 2022, and no payments are due on the SBA Loan for six months. There is no prepayment penalty. Pursuant to the terms of the SBA Loan and Promissory Note, the Company may apply for forgiveness of the amount due on the SBA Loan in an amount equal to the sum of the following costs incurred by the Company during the eight-week period (or any other period that may be authorized by the U.S. Small Business Administration) beginning on the date of first disbursement of the SBA Loan: payroll costs, including employee benefits, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of SBA Loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the CARES Act, although no more than 25% of the amount forgiven can be attributable to non-payroll costs. No assurance is provided that the Company will obtain forgiveness of the SBA Loan in whole or in part.
With respect to any portion of the SBA Loan that is not forgiven, the SBA Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the Promissory Note.
The description of the Promissory Note contained herein does not purport to be complete and is qualified in its entirety by Exhibit 10.1, incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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/ David I. Bruce
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David I. Bruce
President and Chief Executive Officer
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Date: April 27, 2020
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