TearLab Corporation
9980 Huennekens Street, Suite 100
San Diego, California 92121
May 3, 2017
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Attn: | Tom Jones |
| Re: | TearLab Corporation | |
| Registration Statement on Form S-3 | ||
| File No. 333-215886 | ||
| Acceleration Request |
Ladies and Gentlemen:
Pursuant to Rules 460 and 461 of the Securities Act of 1933, as amended, TearLab Corporation, a Delaware corporation (the “Company”), hereby respectfully requests that the effective date for the above-referenced Registration Statement on Form S-3 (File No. 333-333-215886) (the “Registration Statement”) be accelerated so that it will be declared effective at 10:00 a.m., Eastern Time, on Friday, May 5, 2017, or as soon thereafter as is practicable.
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. |
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.
| Sincerely, | ||
| TEARLAB CORPORATION | ||
| By: | /s/ Wes Brazell | |
| Name: | Wes Brazell | |
| Title: | Chief Financial Officer | |
