공시 • May 21
IRIDEX Corporation Receives A Notification of Non-Compliance from Nasdaq's Listing Qualifications Department
On May 14, 2025, IRIDEX Corporation (the Company") received a notification of non-compliance (the Notice") from Nasdaq's Listing Qualifications Department (the Staff") of The Nasdaq Stock Market LLC (Nasdaq") notifying the Company that, based upon its Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2025 that was filed with the Securities and Exchange Commission (the SEC") on May 13, 2025, the Company is not in compliance with the minimum stockholders' equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1) (the Stockholders' Equity Requirement"). As described in the Notice, the Company's last reported stockholders' equity as of March 29, 2025, was approximately $852,000 and, as of May 14, 2025, the Company does not meet the alternative listing requirements of its market value of listed securities or its net income from continuing operations in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The Notice arises in part due to the Company's Series B Preferred Stock, par value $0.01 per share (the Series B Preferred Stock"), which the Company sold to Novel Inspiration International Co. Ltd., earlier this year in March for aggregate proceeds of $6,000,000, being classified as temporary equity." The sale of the Series B Preferred Stock was previously disclosed on the Current Report on Form 8-K filed by the Company on March 20, 2025. The Company is already seeking stockholder approval at its annual meeting of stockholders to be held on June 11, 2025, to approve a proposal (the Restated Charter Proposal") to amend and restate the Company's Amended and Restated Certificate of Incorporation in the form of the Amended and Restated Certificate of Incorporation attached as Appendix A (the Restated Charter") to its definitive proxy statement filed with the SEC on April 28, 2025. Among other matters, the Restated Charter amends and restates certain rights of the Series B Preferred Stock in a manner that would result in the Series B Preferred Stock being classified as permanent equity." The Company expects that should the stockholders approve the Restated Charter, then upon the filing of the Restated Charter, the Series B Preferred Stock would be reclassified as permanent equity," which would result in the Company regaining compliance with Nasdaq's Stockholders' Equity Requirement. In accordance with applicable Nasdaq procedures, within 45 calendar days from receipt of the Notice, or June 30, 2025, the Company intends to submit a plan to the Staff advising it of the definitive action(s) the Company has taken, is taking, or plans to take that would bring it into conformity with the Stockholders' Equity Requirement
(the Compliance Plan"), including the foregoing plan relating to seeking stockholder approval of the Restated Charter Proposal and, if approved by the stockholders, to file the Restated Charter that would result in the Series B Preferred Stock being reclassified as permanent equity." If the Compliance Plan is acceptable to the Staff, of which there can be no assurance, the Staff may grant an extension of up to 180 calendar days of receipt of the Notice to evidence compliance (the Cure Period"). If the Staff does not accept the Compliance Plan, the Company will have the opportunity to appeal the Staff's determination to a Nasdaq Hearings Panel
pursuant to Nasdaq Listing Rule 5815(a). The Notice has no immediate impact on the listing of the Company's common stock, which will continue to be listed and traded on Nasdaq during the Cure Period, subject to Nasdaq's acceptance of the Compliance Plan, the
Company's continued compliance with the Compliance Plan and Nasdaq's other continued listing requirements. The current noncompliance with the Nasdaq listing requirements does not affect the Company's ongoing business operations or its SEC reporting requirements. In addition to the above plan to have the Series B Preferred Stock reclassified as permanent equity," the Company is considering other available options to regain compliance with Nasdaq's continued listing requirements. However, there can be no assurance that the Company will be able to regain compliance with the Stockholders' Equity Requirement or will otherwise be in compliance with the Nasdaq Listing Rules.