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 13, 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) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | 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 5.07. | Submission of Matters to a Vote of Securityholders. |
On May 13, 2020, in connection with that certain Agreement and Plan of Merger, dated May 11, 2020, by and among TearLab Corporation (the “Company”), Accelmed Partners II LP and Accelmed Merger Sub, Inc., certain of the stockholders of the Company executed and delivered a written consent (the “Written Consent”) contemplating the adoption and approval of the Merger Agreement and the transactions contemplated thereby on behalf of the stockholders of the Company. The Written Consent will become effective on the applicable record date, which is May 18, 2020. Thereafter, no further approval of the stockholders of the Company is required to effectuate the transactions contemplated by the Merger Agreement.
The Company will prepare an information statement for its stockholders containing the information with respect to the Merger Agreement, the transactions contemplated thereby and the Written Consent, as required by Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended. When completed, the definitive information statement will be mailed to the Company’s stockholders.
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 13, 2020
