UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 7, 2020
TEARLAB CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-51030 | 59-343-4771 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
150 La Terraza Blvd., Ste 101
Escondido, CA 92025
(Address of principal executive offices, including zip code)
(858) 455-6006
(Registrant’s telephone number, including area code)
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)) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events
On May 7, 2020, TearLab Corporation issued a press release announcing advanced discussions regarding a potential business combination. A copy of the press release is filed hereto as Exhibit 99.1.
The information in this Item 8.01 and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except to the extent that we specifically incorporate it by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 99.1 | Press release, dated May 7, 2020 |
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.
| TEARLAB CORPORATION | ||
| By: | /s/ Michael Marquez | |
| Michael Marquez | ||
| Chief Financial Officer | ||
Date: May 7, 2020
Exhibit 99.1
TearLab Corporation Confirms Merger Discussions
ESCONDIDO, Calif., May 7, 2020 (GLOBE NEWSWIRE) – In light of recent market rumors, TearLab Corporation (OTCQB: TEAR) (“TearLab”) today confirmed that TearLab is engaged in advanced discussions regarding a potential business combination whereby TearLab will be acquired at a price per share equal to $0.0586. Any transaction would be subject to the approval of TearLab’s board of directors and stockholders, as well as other customary conditions contained in a definitive agreement.
TearLab cautioned that no agreement has been reached. TearLab also noted that there cannot be any assurance that an agreement will be reached or, if an agreement is reached, that a transaction will be completed. Accordingly, prior to making investment decisions, investors should take into consideration all publicly available information about TearLab, including in relation to TearLab’s noncompliance with the minimum revenue covenant in TearLab’s Term Loan Agreement with CRG LP, as amended, in 2019, as disclosed in TearLab’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Subject to applicable laws and regulations, TearLab plans to make no further statement about these discussions until they are terminated, or until a definitive agreement is reached.
About TearLab Corporation
TearLab Corporation (www.tearlab.com) develops and markets lab-on-a-chip technologies that enable eye care practitioners to improve standard of care by objectively testing for disease bio-markers in tears at the point-of-care. The TearLab Osmolarity Test, to aid in the diagnosis Dry Eye Disease, is the first assay developed for the award-winning TearLab Osmolarity System. TearLab Corporation’s common shares trade on the OTCQB Market under the symbol ‘TEAR’.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning TearLab. These forward-looking statements are based on current expectations and beliefs of the management of TearLab, as well as assumptions made by, and information currently available to, such management, and involve risks and uncertainties, many of which are outside of TearLab and its management’s control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Many factors, risks and uncertainties may cause our actual results to differ materially from forward-looking statements, including the factors, risks, and uncertainties detailed in our filings with the Securities and Exchange Commission, including but not limited to our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. TearLab does not undertake to update any forward-looking statements except as required by law.