TearLab Corporation
9980 Huennekens Street, Suite 100
San Diego, California 92121
April 29, 2016
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Attn: | Heather Percival | ||
| Re: | TearLab Corporation | ||
| Registration Statement on Form S-1 | |||
| File No. 333-210326 | |||
| Acceleration Request | |||
| Requested Date: May 3, 2016 | |||
| Requested Time: 4:00 P.M. Eastern Time | |||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, TearLab Corporation (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l, as amended (File No. 333-210326) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Daniel Horwood at (858)350-2313. The Company hereby acknowledges the following:
| ● | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; | |
| ● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and | |
| ● | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
U.S. Securities and Exchange Commission
April 29, 2016
Page 2
| Sincerely, | ||
| TEARLAB CORPORATION | ||
| By: | /s/ Wes Brazell | |
| Name: | Wes Brazell | |
| Title: | Chief Financial Officer | |
| cc: | Martin J. Waters, Wilson Sonsini Goodrich & Rosati, P.C. |
| Daniel L. Horwood, Wilson Sonsini Goodrich & Rosati, P.C. |
