Item 1.
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Security and Issuer
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This statement on Schedule 13D (this Statement) relates to Common Stock, par value $0.01 per share (the Common
Stock), of IRIDEX Corporation, a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is: 1212 Terra Bella Avenue, Mountain View, California 94043-1824.
Item 2.
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Identity and Background
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This Statement is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the Reporting
Persons) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the Commission) pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the Exchange Act):
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(i)
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Topcon America Corporation
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111 Bauer Drive
Oakland, New
Jersey 07436
United States of America
75-1, Hasunuma-cho, Itabashi-ku,
Tokyo 174-8580
Japan
(d) During the last five years,
none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the
last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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The Reporting Persons beneficially own an aggregate of 1,618,122 shares of Common Stock of the Issuer as reflected in this Statement.
On March 2, 2021, the Issuer entered into a series of strategic transactions with Topcon Corporation, Topcon America Corporation and
Topcon Medical Laser Systems, Inc., an indirect and wholly owned subsidiary of Topcon Corporation and Topcon America Corporation (the Seller), pursuant to which (i) the Issuer and the Seller entered into an asset purchase agreement
dated March 2, 2021, pursuant to which the Issuer agreed to acquire substantially all the assets (except for cash and cash equivalents) of the Seller (the Transferred Assets) (the Asset Purchase Agreement),
(ii) Topcon Corporation and the Issuer entered into a distribution agreement dated March 2, 2021, pursuant to which the Company granted Topcon the exclusive right to distribute the Issuers retina and glaucoma products in certain
geographies outside the United States (the Distribution Agreement), (iii) pursuant to an investment agreement dated March 2, 2021 (the Investment Agreement) Topcon America Corporation agreed to acquire a number of
shares of the Companys Common Stock for an aggregate purchase price of $10 million, provided that the total number of shares of Common Stock acquired shall not exceed 19.9% of the outstanding shares of Common Stock prior to the purchase
(the Acquired Shares) and (iv) the Issuer and Topcon America Corporation entered into a registration rights agreement dated March 2, 2021 (the Registration Rights Agreement) with respect to the registration of the
Shares for resale. The transactions contemplated by the Asset Purchase Agreement, the Distribution Agreement, the Investment Agreement and the Registration Rights Agreement are referred to herein as the Transactions.