TearLab (TEAR) 10-Q 26 Jun 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Jun. 19, 2020
Stock Incentive Plan [Member]
Entity Registrant Name	TearLab Corp
Entity Central Index Key	0001299139
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		24,410,766
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 7,335	$ 7,108
Accounts receivable, net	936	917
Inventory	1,948	2,269
Prepaid expenses and other current assets	1,449	1,562
Total current assets	11,668	11,856
Fixed assets, net	1,732	1,670
Intangible assets, net	2	2
Right of Use assets	578	645
Other non-current assets	92	120
Total assets	14,072	14,293
Current liabilities
Accounts payable	1,197	599
Accrued liabilities	1,701	2,336
Deferred rent	1	2
Term Loan	38,017	36,578
Current portion of lease liability	208	240
Total current liabilities	41,124	39,755
Long-term lease liability, net of current portion	392	429
Long-term third-party payable	132	130
Total liabilities	41,648	40,314
Commitments and contingencies (Note 8)
Stockholders' deficit
Capital stock
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 0 issued and outstanding at March 31, 2020 and December 31, 2019, respectively
Common stock, $0.001 par value, 40,000,000 shares authorized, 12,560,635 issued and outstanding at March 31, 2020 and December 31, 2019, respectively	13	13
Additional paid-in capital	510,453	510,442
Accumulated deficit	(538,042)	(536,476)
Total stockholders' deficit	(27,576)	(26,021)
Total liabilities and stockholders' deficit	$ 14,072	$ 14,293

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	12,560,635	12,560,635
Common stock, shares outstanding	12,560,635	12,560,635

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue
Total revenue	$ 5,091	$ 5,683
Cost of goods sold
Cost of goods sold (excluding amortization of intangible assets)	1,795	1,930
Cost of goods sold - reader equipment depreciation	66	153
Gross profit	3,230	3,600
Operating expenses
Sales and marketing	817	875
Clinical, regulatory and research & development	916	874
General and administrative	1,637	1,844
Total operating expenses	3,370	3,593
Income (loss) from operations	(140)	7
Other income (expense)
Interest income (expense)	(1,442)	(1,350)
Other, net	16	4
Total other income (expense)	(1,426)	(1,346)
Net loss and comprehensive loss	$ (1,566)	$ (1,339)
Weighted average shares outstanding - basic and fully diluted	12,560,635	11,559,220
Net loss per share	$ (0.12)	$ (0.12)
Product Sales [Member]
Revenue
Total revenue	$ 4,432	$ 4,996
Reader Equipment Rentals [Member]
Revenue
Total revenue	$ 659	$ 687

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Series A Convertible Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 11		$ 510,380	$ (531,060)	$ (20,669)
Balance, Shares at Dec. 31, 2018	11,296,998	556
Series A Convertible Preferred converted to common	$ 1				1
Series A Convertible Preferred converted to common, shares	400,000	(176)
Stock-based compensation			31		31
Net loss and comprehensive loss				(1,339)	(1,339)
Balance at Mar. 31, 2019	$ 12		510,411	532,399	(21,976)
Balance, Shares at Mar. 31, 2019	11,696,998	380
Balance at Dec. 31, 2019	$ 13		510,442	(536,476)	(26,021)
Balance, Shares at Dec. 31, 2019	12,560,635
Stock-based compensation			11		11
Net loss and comprehensive loss				(1,566)	(1,566)
Balance at Mar. 31, 2020	$ 13		$ 510,453	$ (538,042)	$ (27,576)
Balance, Shares at Mar. 31, 2020	12,560,635

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
OPERATING ACTIVITIES
Net loss for the period	$ (1,566)	$ (1,339)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation	11	31
Depreciation of fixed assets	135	221
Deferred interest on long-term debt	1,114	1,007
Amortization of debt discount	328	343
Loss on disposal of equipment	1	17
Changes in operating assets and liabilities:
Accounts receivable, net	(19)	88
Inventory	321	(220)
Prepaid expenses and other assets	141	59
Accounts payable	598	638
Accrued liabilities	(636)	(443)
Deferred rent	(3)	(4)
Cash provided by operating activities	425	398
INVESTING ACTIVITIES
Additions to fixed assets	(198)	(11)
Cash used in investing activities	(198)	(11)
FINANCING ACTIVITIES
Cash provided by financing activities
Increase in cash during the period	227	387
Cash, beginning of period	7,108	8,473
Cash, end of period	7,335	8,860
Supplemental cash flow information
Right-of-use assets acquired through operating leases		801
Cash paid for operating leases	$ 90	$ 88

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	1. BASIS OF PRESENTATION Nature of Operations TearLab Corporation The accompanying condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated on consolidation. Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has sustained substantial losses of $1,566 and $1,339 for the three months ended March 31, 2020 and 2019, respectively. Based on the Company’s expected rate of cash consumption, the Company estimates it will need additional capital in the third quarter of 2020 and its prospects for obtaining that capital are uncertain. The Company may be able to raise either additional debt financing or additional equity financing. However, the Company can make no assurances that it will be able to raise the required additional capital, either through debt or equity financing, on acceptable terms or at all. Unless the Company succeeds in raising additional capital or successfully increases cash generated from operations, the Company anticipates that it will be unable to continue operations through the end of the third quarter of 2020 without violating an existing covenant on the Term Loan Agreement, including the inability to make our debt payment due within twelve months (see Note 5). As a result of the Company’s historical losses and financial condition, there is substantial doubt about the Company’s ability to continue as a going concern. On May 11, 2020, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Accelmed Partners II LP, a Cayman Islands exempted limited partnership (“Buyer”), and Accelmed Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Buyer. The completion of the Merger is subject to satisfaction of all conditions set forth in the Merger Agreement and cannot be guaranteed. See Note 10 for additional information related to the Merger. COVID-19 The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel and transport restrictions, mandated closures and stay-at-home orders, and created significant disruption of the financial markets. The continuing impact on the Company’s business, including the length and impact of stay-at-home orders and/or regional quarantines, labor shortages and employment trends, disruptions to supply chains, including its ability to obtain products from global suppliers, higher operating costs, the form and impact of economic stimulus and general overall economic instability, is uncertain at this time and could have a material adverse effect on the Company’s business, results of operations, financial condition and cash flows.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Significant Accounting Policies	2. SIGNIFICANT ACCOUNTING POLICIES The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These unaudited interim condensed consolidated financial statements have been prepared using significant accounting policies that are consistent with the policies used in preparing the Company’s audited consolidated financial statements for the year ended December 31, 2019. The audited financial statements for the year ended December 31, 2019, filed with the SEC with the Company’s annual report on Form 10-K on March 6, 2020 include a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. Management believes that all adjustments necessary for the fair presentation of results, consisting of normal recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of judgment relate to revenue and inventory reserves, allowance for doubtful accounts, impairment of long-lived and intangible assets, and the fair value of stock options and warrants. Revenue Recognition Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the transfer of control of our products or services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services which includes estimates of variable consideration that results from returns, rebates or test card replacements. The Company records allowances for returns or rebates and reports revenue net of such amounts, which were $19 and $34 for the three months ended March 31, 2020 and 2019, respectively. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are typically upon shipment or net 30. The Company sells its proprietary TearLab® Osmolality System and related test cards to external customers, who are primarily eye care professionals, for use in osmolality testing procedures. Revenue is primarily derived from the sale of disposable test cards. Products are generally shipped from a distribution and warehousing facility located in San Diego, California. The Company’s sales are currently direct to customers in the United States and to distributors in the rest of the world. The Company enters into contracts where revenue is derived either from agreements whereby the customer is provided the right to use the TearLab® Osmolarity System (reader equipment) at no separate cost to the customer in consideration for a minimum or implied purchase commitment of disposable test cards over the related contract term (referred to as either “Use Agreements”, “Masters Agreements” or “Flex Agreements”), or from agreements to sell the reader equipment and disposable test cards at their stand-alone selling price with no contractual future purchase commitment (referred to as “Purchase Agreements”). Use, Masters, and Flex Agreements Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years). The purchase commitment for Masters Agreements is implied for large physician practices with an expectation of purchasing certain levels of test cards. The Company recovers the cost of providing the reader equipment in the amount charged for disposable test cards. Two performance obligations exist under these contracts, related to the customers’ right to use the reader equipment and orders of test cards. As the customer has the ability and right to operate the reader equipment in a manner it determines as well as obtain the output from using the reader equipment, the revenue related to the reader equipment use performance obligation is recognized in accordance with ASC 842 – Leases, wherein revenue related to the reader equipment is recognized over the defined contract term. Revenue related to disposable test cards is recognized as the disposable test cards are shipped. Based on the nature of these contracts, which provide terms for the future purchase of test cards but do not contractually obligate the customer to do so, each purchase of test cards is treated as its own distinct contract with a performance obligation to provide the test cards ordered, memorialized by the customers’ purchase order/request. Revenue under such agreements is allocated between the lease of the reader equipment and the sale of the disposables based upon each component’s relative standalone selling price, which is estimated using the selling prices of the reader device and test cards under Purchase Agreements, discussed further below. When reader equipment is placed with a customer at no separate cost, the Company retains title to the equipment and it remains capitalized on the Company’s Condensed Consolidated Balance Sheet as equipment classified within fixed assets, net. The equipment is depreciated on a straight-line basis once shipped to a customer location over its estimated useful life and depreciation expense is included in cost of goods sold within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Purchase Agreements Revenue recognition for Purchase Agreements is based on the individual performance obligations determined to exist in the contract. Since the reader equipment and the test cards are separate and distinct delivered items, the delivery of each are considered separate performance obligations. The reader equipment and test cards are separately identified under the Purchase Agreements and are sold at their standalone selling price. The Company recognizes revenue for each of the performance obligations only when it determines that all applicable recognition criteria have been met, which is usually upon shipment to the customer. Under Purchase Agreements, the customer is not contractually obligated to purchase additional test cards, and each subsequent order of test cards represents a separate and distinct contract with the performance obligation to provide the test cards ordered. Amounts billed to customers for shipping and handling of a sales transaction are included as revenue. For the three months ended March 31, 2020 and 2019, the Company recognized revenue from shipping and handling of $30 and $33, respectively. The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues: Three months ended March 31, 2020 2019 Product Sales $ 4,432 $ 4,996 Reader Equipment Rentals 659 687 $ 5,091 $ 5,683 Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the separate prices charged to customers for the reader device and test cards under Purchase Agreements. Return Reserve Although the Company has a no return policy for its products, the Company has established a return reserve for product sales that contain an implicit right of return. The Company reserves for estimated returns or refunds by reducing revenue at the time of shipment based on historical experience. The reserve of $4 as of March 31, 2020 and December 31, 2019, has been recorded as a reduction of revenue and is included in accounts receivable. Practical Expedients and Exemptions We generally expense outside sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Leases The Company determines if an arrangement is a lease at inception. When recording operating leases, the Company records a lease liability based on the net present value of the lease payments over the lease term and a corresponding right-of-use asset. Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities and operating lease liabilities, excluding current portion, on the balance sheet. Lease expense is recognized over the lease term on a straight-line basis. Lease terms include options to extend the lease when it is reasonably certain the Company will exercise the option. For leases with a term of twelve months or less, the Company does not record a right-of-use asset and a lease liability and records lease expense on a straight-line basis. See Note 8 to the condensed consolidated financial statements. Recent accounting pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2016-13 (“ASU 2016-13”), “Financial Instruments - Credit Losses (Topic 326).” The new standard was effective for public companies, excluding smaller reporting companies, for reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. For smaller reporting companies the standard is effective for reporting periods beginning after December 15, 2022. The standard replaced the incurred loss impairment methodology under current U.S. GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The standard required a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently assessing the impact of adopting this standard and does not expect it to have a material impact on the Company. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This standard is effective for interim and annual periods in fiscal years beginning after December 15, 2020, and early adoption is permitted. The Company is currently assessing the timing and impacts of adopting this standard and does not expect it to have a material impact on the Company.

Balance Sheet Details

Balance Sheet Details	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance Sheet Details	3. BALANCE SHEET DETAILS Accounts receivable March 31, 2020 December 31, 2019 Trade receivables $ 998 $ 1,011 Allowance for doubtful accounts (62 ) (94 ) $ 936 $ 917 Inventory Inventory is recorded at the lower of cost and net realizable value on a first-in, first-out basis and consists of finished goods. March 31, 2020 December 31, 2019 Finished goods $ 1,948 $ 2,269 Inventory reserves - - $ 1,948 $ 2,269 The Company evaluates inventory for estimated excess quantities and obsolescence, based on expected future sales levels and projections of future demand, and establishes inventory reserves for obsolete and excess inventories. In addition, the Company assesses the impact of changing technology and market conditions. The Company has entered into a long-term purchase commitment to buy the test cards from MiniFAB (Note 8). As part of its analysis of excess or obsolete inventories, the Company considers future annual minimum purchases, estimated future usage and the expiry dating of the cards to determine if any inventory reserve is needed. Prepaid expenses and other current assets March 31, 2020 December 31, 2019 Prepaid trade shows $ 16 $ 17 Prepaid insurance 401 464 Manufacturing deposits 880 880 Subscriptions 114 155 Other fees and services 37 44 Other current assets 1 2 $ 1,449 $ 1,562 Fixed assets March 31, 2020 December 31, 2019 Capitalized TearLab equipment $ 7,044 $ 6,892 Manufacturing equipment 317 317 Leasehold improvements 13 13 Computer equipment and software 315 310 Furniture and office equipment 368 368 Medical equipment 1,454 1,454 $ 9,511 $ 9,354 Less accumulated depreciation (7,779 ) (7,684 ) $ 1,732 $ 1,670 Depreciation expense was $135 and $221 during the three months ended March 31, 2020 and 2019, respectively. Accrued liabilities March 31, 2020 December 31, 2019 Due to professionals $ 72 $ 62 Due to employees and directors 691 1,414 Sales and use tax liabilities 235 268 Royalty liability 240 245 Warranty 34 36 Other 429 311 $ 1,701 $ 2,336

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	4. INTANGIBLE ASSETS The Company’s intangible assets consist of the value of TearLab® Technology acquired in the acquisition of TearLab Research, Inc., a wholly-owned subsidiary of the Company and a prescriber list. The TearLab Technology, which consists of a disposable lab card and card reader, supported by an array of patents and patent applications that are either held or in-licensed by the Company. Amortization expense for the three months ended March 31, 2020 and 2019 was $0.1. Intangible assets subject to amortization consist of the following: Remaining Useful Life Gross Value at Accumulated Net Book Value at (Years) March 31, 2020 Amortization March 31, 2020 TearLab® technology 0 $ 12,172 $ (12,172 ) $ - Patents and trademarks 1 271 (269 ) 2 Prescriber list 0 90 (90 ) - Total $ 12,533 $ (12,531 ) $ 2 Gross Value at Accumulated Net Book Value at December 31, 2019 Amortization December 31, 2019 TearLab® technology $ 12,172 $ (12,172 ) $ - Patents and trademarks 271 (269 ) 2 Prescriber list 90 (90 ) - Total $ 12,533 $ (12,531 ) $ 2 The estimated amortization expense for the intangible assets for the remainder of 2020 and thereafter is as follows: Amortization of intangible assets Remainder of 2020 $ 1 Thereafter 1 $ 2

Term Loan

Term Loan	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Term Loan	5. TERM LOAN On March 4, 2015, the Company executed a term loan agreement (the “Term Loan Agreement”) with CRG LP and certain of its affiliate funds (“CRG”) as lenders providing the Company with access of up to $35,000 under the arrangement. The Company received $15,000 in gross proceeds under the arrangement on March 4, 2015, and an additional $10,000 on October 6, 2015. The Term Loan Agreement matures on December 31, 2020 and bears interest at 13% per annum, with quarterly payments of interest only for the first four years. While interest on the loan is accrued at 13% per annum, the Company may elect to make interest-only payments at 8.5% per annum. The unpaid interest of 4.5% is added to the principal of the loan and is subject to additional accrued interest (“PIK interest”). The accrued interest can be deferred and paid together with the principal in the fifth and sixth years. As part of Amendment No. 2 to the Term Loan Agreement, and funding of the second tranche, CRG received 35,000 warrants dated as of October 6, 2015 to purchase common shares of the Company at a price of $50.00 per share (the “2015 CRG Warrants”). The 2015 CRG Warrants have a five-year life and are classified as equity on the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019. The 2015 CRG Warrants were valued at their issuance date using the Black-Scholes Merton model. The related reduction of the long-term debt will be amortized over the life of the debt. On April 7, 2016, the Company entered into Amendment No. 4 to the Term Loan Agreement and the Company issued CRG additional warrants to purchase 35,000 common shares of the Company’s stock at $15.00 per share (the “2016 CRG Warrants” and together with the 2015 CRG Warrants, the “CRG Warrants”), which expire five years after issuance. On October 12, 2017, the Company entered into Amendment No. 5 to the Term Loan Agreement. This amendment reduced the exercise price of all of the CRG Warrants from $15.00 per share to $1.50 per share and provided broad anti-dilution protection such that the CRG Warrants maintained the same 1.22% ownership following any capital raises the Company completed through March 31, 2018. On April 4, 2018 with an effective date of March 31, 2018, the Company entered into Amendment No. 6 to the Term Loan Agreement. Pursuant to the terms of this amendment, the cash interest payments due in 2018 were deferred and added to the principal balance under the Loan Agreement at the end of each quarter. This amendment also provided for an additional facility fee equal to 3% of the sum of the aggregate amount of the principal drawn under the Term Loan Agreement and any PIK loans issued, so that the total facility fee shall be 9.5%, applicable to the entire balance (the “Facility Fee”). The Facility Fee is being accrued to interest expense using the effective interest method. In addition, this amendment reduced the minimum liquidity covenant to $3 million. Concurrent with the reduction of the liquidity covenant the Company agreed to repay CRG $1.0 million of principal on the Term Loan Agreement in April 2018. Lastly, this amendment reduced the strike price of the existing CRG Warrants to $0.44 per share (see Note 6). The Amendment was accounted for as a modification in accordance with U.S. GAAP. On November 12, 2018 the Company entered into Amendment No. 7 to the Term Loan Agreement. Pursuant to the terms of the agreement, the Amendment extended the “Interest-Only Period” under the Term Loan Agreement from the sixteenth (16 th th TM On October 4, 2019 with an effective date of September 30, 2019 the Company entered into Amendment No. 8 to the Term Loan Agreement. Pursuant to the terms of the agreement, the Amendment deferred the cash interest payment for September 30, 2019 and added it to the principal balance under the Term Loan Agreement. As of December 31, 2019, the Company was in default of the 2019 minimum revenue threshold of $38.0 million and, the Company was required to raise subordinated debt or equity (the “CRG Equity Cure”) of $30.7 million which is equal to twice the difference between the annual revenue and the revenue covenant with the total proceeds from this financing to be used to reduce the principal of the Term Loan Agreement in accordance with the terms of the Loan. Under the Term Loan Agreement, The Company had 90 days to achieve this “Cure” unless a covenant waiver was given or the Term Loan Agreement was amended. In the event the Company could not complete the CRG Equity Cure and a covenant waiver was not received, the Company would remain in default of the Term Loan Agreement. In the event of a default, the lender has the option or right to require the Company to repay the current outstanding amount of $36.6 million earlier than anticipated, and if the Company cannot, the lender has the option to invoke the foreclosure on their security interest in our assets and all obligations will become due and payable immediately. On March 31, 2020, the Company entered into a Consent agreement that extended the date on which the principal and interest payments were due under the Loan Agreement from March 31, 2020 to May 31, 2020. Additionally, as of March 31, 2020 the Company was not in compliance with the minimum revenue covenant under the Term Loan Agreement and the Consent temporarily waived any related default until May 31, 2020. On May 10, 2020, effective May 7, 2020, the Company entered into a Consent (the “Consent”) to its Term Loan Agreement, dated as of March 4, 2015, as amended by the Omnibus Amendment Agreement, dated as of April 2, 2015, Amendment 2, dated as of August 6, 2015, Amendment 3, dated as of December 31, 2015, Amendment 4, dated as of April 7, 2016, Amendment 5, dated as of October 12, 2017, Amendment 6, dated as of April 4, 2018, Amendment 7, dated as of November 12, 2018, and Amendment 8, dated as of October 4, 2019, by and among the Company, certain of its subsidiaries from time to time party thereto as guarantors and certain affiliate funds of CRG as lenders. The Consent provides for the lenders’ consent to the Company’s receipt of the Paycheck Protection Program Loan (“PPP Loan”). See Note 10 for additional information related to the PPP loan. On May 11, 2020, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Accelmed Partners II LP, a Cayman Islands exempted limited partnership (“Buyer”), and Accelmed Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Buyer. See Note 10 for additional information related to the Merger. On May 11, 2020, in connection with the Merger Agreement filed with the SEC on May 11, 2020, the Company entered into a Consent and Amendment No. 9 to the Term Loan Agreement (“Amendment 9”). Amendment 9 provides for the consent to the transaction contemplated in the Merger Agreement. Pursuant to the Amendment and related Trigger Exchange agreement, the issuer prepaid on May 11, 2020 $694 thousand in aggregate principal of the loans outstanding under the Term Loan Agreement and by issuing to CRG an aggregate of 11,850,131 shares of Commons Stock in exchange for and satisfaction of such partial principal payment. On May 28, 2020, the Company entered into a Consent agreement that extends the date on which the principal and interest payments due under the Loan agreement from May 31, 2020 and June 30, 2020 to July 31, 2020. The loan is collateralized by all assets of the Company. Additionally, the terms of the Term Loan Agreement contain various affirmative and negative covenants agreed to by the Company. Among them, the Company must attain minimum certain annual revenue and minimum cash threshold levels. The minimum revenue is $45.0 million for 2020. If the Company does not have annual revenue greater or equal to the annual revenue covenant in a calendar year, the Company will have the right within 90 days of the end of the respective calendar year to raise subordinated debt or equity (the “CRG Equity Cure”) equal to twice the difference between the annual revenue and the revenue covenant, with the total proceeds from this financing to be used to reduce the principal of the Term Loan Agreement. In the event of a default, the Company may be required to repay any outstanding amounts earlier than anticipated, and CRG may foreclose on their security interest in the Company’s assets. The Company incurred financing and legal fees associated with the debt of $606, which were recorded as a direct discount to the debt and are being amortized using the effective interest method. The Company presents the debt issuance costs related to the recognized debt liability on the Condensed Consolidated Balance Sheet as a reduction of the liability. The Term Loan Agreement provided for prepayment fees of 5% of the outstanding balance of the loan if the loan was repaid prior to March 31, 2016. The prepayment fee is reduced 1% per year for each subsequent year until maturity. The following is a summary of the Term Loan Agreement as of March 31, 2020 and related maturities of outstanding principal: Principal balance outstanding $ 24,000 PIK interest 11,179 Facility fee 2,935 less discount on term loan: deferred financing fees, net (32 ) detachable warrants, net (65 ) Total Term Loan $ 38,017 Principal due: 2020 38,114 Total principal due 38,114 Less: discount on term loan (97 ) Total term loan $ 38,017

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	6. STOCKHOLDERS’ EQUITY (a) Authorized share capital On October 12, 2017, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 9,500,000 to 40,000,000. Each share of common stock has a par value of $0.001 per share. The total number of authorized shares of preferred stock of the Company is 10,000,000. Each share of preferred stock has a par value of $0.001 per share. (b) Common and preferred shares On December 8, 2017, the Company issued 2,013,636 shares of common stock, 2,114 shares of Series A Convertible Preferred Stock (“Preferred Stock”), Series A warrants to purchase 6,818,181 shares of common Stock (“Series A Warrants”) and Series B warrants to purchase 6,818,181 shares of common stock (“Series B Warrants”) for gross proceeds of $3,000, less issuance costs of $596. Additionally, the Company granted the placement agent compensation warrants to purchase 477,273 shares of common stock. The Preferred Stock is convertible, subject to certain limitations, into an aggregate of 4,804,545 shares of common stock, contains no voting rights, participates in any common stock dividends and is treated as if converted upon any ordinary liquidation event. As of December 31, 2019, all shares of Series A Convertible Preferred stock had been converted into 4,804,545 shares of common stock. (c) Stock Incentive Plan On June 23, 2017, the Company’s stockholders approved an amendment to the 2002 Stock Incentive Plan (the “Stock Incentive Plan”), to increase the total number of shares reserved for issuance to 1,070,000 from 720,000. Stock Incentive Plan shares are available for grant to employees, directors and consultants. Shares granted under the Stock Incentive Plan may be either incentive stock options or non-statutory stock options. Under the terms of the Stock Incentive Plan, the exercise price per share for an incentive stock option shall not be less than the fair market value of a share of stock on the effective date of grant and the exercise price per share for non-statutory stock options shall not be less than 85% of the fair market value of a share of stock on the date of grant. No option granted to a holder of more than 10% of the Company’s common stock shall have an exercise price per share less than 110% of the fair market value of a share of stock on the effective date of grant. Options granted are typically service-based options. Generally, options expire 10 years after the date of grant. No incentive stock options granted to a 10% owner optionee shall be exercisable after the expiration of five years after the effective date of grant of such option, no option has been granted to a prospective employee, prospective consultant or prospective director prior to the date on which such person commences service, and with the exception of an option granted to an officer, director or consultant, no incentive option shall become exercisable at a rate less than 20% per annum over a period of five years from the effective date of grant of such option unless otherwise approved by the Board. Share-based payment transactions with employees are recognized in the condensed consolidated financial statements based on their fair value and recognized as compensation expense over the vesting period. The amount of expense recognized during the period is affected by subjective assumptions, including: estimates of the Company’s future volatility, the expected term for its stock options, option exercise behavior, the number of options expected to ultimately vest, and the timing of vesting for the Company’s share-based awards. The following table sets forth the total stock-based compensation expense resulting from stock options and the employee stock purchase plan included in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three months ended March 31, 2020 2019 Sales and marketing $ 1 $ 8 Clinical, regulatory and research and development - 4 General and administrative 10 19 Stock-based compensation expense before income taxes $ 11 $ 31 (d) Warrants On October 8, 2015, as part of Amendment No. 2 to the Term Loan Agreement and funding of the $10,000 tranche, CRG received warrants to purchase 35,000 common shares in the Company at a price of $50.00 per share (the “2015 CRG Warrants”). The 2015 CRG Warrants are exercisable any time prior to October 8, 2020. The 2015 CRG Warrants are classified as equity on the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019. The 2015 CRG Warrants were valued at $290 upon issuance using the Black-Scholes Merton model assuming volatility of 73%, an expected life of 5.0 years, a risk-free interest rate of 1.71%, and 0% dividend yield. No CRG Warrants were exercised during the three months ended March 31, 2020 or 2019. On April 7, 2016, as part of Amendment No. 4 to the Term Loan Agreement, the exercise price of the 2015 CRG Warrants was changed to allow the holder to purchase 35,000 common shares in the Company at a price of $15.00 per share and CRG was issued an additional 35,000 warrants to purchase common shares at an exercise price of $15.00 (the “2016 CRG Warrants” and, together with the 2015 CRG Warrants, the “CRG Warrants”). The modification to the terms of the 2015 CRG Warrants resulted in a change in fair value of $54 which was included as interest expense. The change in fair value was calculated using the Black-Scholes Merton model with both exercise prices, assuming volatility of 76%, an expected life of 4.5 years, a risk-free interest rate of 1.06%, and 0% dividend yield. The 2016 CRG Warrants were valued at $106 upon issuance using the Black-Scholes Merton model assuming volatility of 76%, an expected life of 5.0 years, a risk-free interest rate of 1.30% and 0% dividend yield. On May 9, 2016, the Company issued Series A Warrants to purchase 1,253,500 shares of common stock for $11.25 per common share attached to shares of common and Series A Convertible Preferred Stock issued on the same date. The Series A Warrants can be exercised after May 9, 2017 (the “Initial Exercise Date”) and expire 5 years after the Initial Exercise Date. Fair value of the Series A Warrants, for purposes of allocating the net proceeds of the equity offering, was determined using the Black-Scholes Merton model assuming volatility of 76%, an expected life of 6.0 years, a risk-free interest rate of 1.30%, and 0% dividend yield. On October 12, 2017, as part of Amendment No. 5 to the Term Loan Agreement, the exercise price of the CRG Warrants was changed to allow the holder to purchase common shares in the Company at a price of $1.50 per share as well as provide broad anti-dilution protection such that the CRG Warrants shall maintain the same 1.22% ownership following any capital raises the Company completed through March 31, 2018. The modification to the terms of the CRG Warrants resulted in a change in fair value of $44 which was included as interest expense. The 2015 CRG Warrants change in fair value was calculated using the Black-Scholes Merton model with both exercise prices, assuming volatility of 94%, an expected life of 2.99 years, a risk-free interest rate of 1.70% and 0% dividend yield. The 2016 CRG Warrants change in fair value was calculated using the Black-Scholes Merton model with both exercise prices, assuming volatility of 90%, an expected life of 3.48 years, a risk-free interest rate of 1.80% and 0% dividend yield. On December 8, 2017, the Company issued Series A Warrants to purchase 6,818,181 shares of common stock for $0.44 per share and Series B Warrants to purchase 6,818,181 shares of common stock for $0.44 per share in conjunction with shares of common stock and Series A Convertible Preferred stock issued on that same date. The Series A Warrants were exercisable immediately and expire 5 years after the issuance date. Fair Value of the Series A Warrants, for purposes of allocating the net proceeds of the equity offering, was determined using the Black-Scholes Merton model assuming volatility of 88%, an expected life of 5 years, a risk free interest rate of 2.14% and a 0% dividend yield and are classified as equity on the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019. The Series B Warrants were exercisable immediately and expired 6 months after the issuance date. Fair value of the Series B Warrants for purposes of allocating the net proceeds of the equity offering, was determined using the Black-Scholes Merton model assuming a volatility of 158.6%, an expected life of 6 months, a risk free rate of 1.45% and a 0% dividend yield and are classified as equity on the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019. All Series B Warrants expired on June 7, 2018 with no warrants exercised. In addition, we granted the placement agent compensation warrants to purchase 477,273 shares of common stock at $0.55 per share. The compensation warrants are in the same form as Series A Warrants, excluding the exercise price, and will terminate on the five-year anniversary date. The placement agent warrants are classified as equity on the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019. In connection with the December 2017 offering the Company issued CRG warrants to purchase 83,240 shares of common stock at an exercise price of $1.50 (“2017 CRG Warrants”) as a result of triggering the anti-dilution clause of the debt amendment (see Note 5). The anti-dilution clause is considered down-round protection, however the Company early adopted ASU 2017-11 and therefore the down-round feature is excluded from the consideration of whether the warrants are indexed to the Company’s own stock and therefore the warrants are not required to be liabilities under the guidance. The 2017 CRG Warrants are classified as equity on the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 and were valued at $30 upon issuance using the Black-Scholes Merton model assuming volatility of 88%, an expected life of 5 years, a risk-free interest rate of 2.14% and 0% dividend yield. On April 4, 2018, in connection with Amendment No. 6 to the Term Loan Agreement, the strike price of all existing CRG warrants was reduced to $0.44 per share (see Note 5). The modification to the terms of the CRG Warrants and the 2017 CRG Warrants resulted in a change in fair value of $10 which was included as interest expense. Prior to the effective time of the Merger, pursuant and subject to the terms of the Merger Agreement and related documents, TearLab shall have caused each warrant to have been cancelled and terminated and of no further force or effect.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Net Income (Loss) Per Share	7. NET INCOME LOSS) PER SHARE Basic earnings per share (“EPS”) excludes dilutive securities and is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted and the resulting additional shares are dilutive because their inclusion decreases the amount of EPS. The following securities were not included in the calculation of diluted earnings per share because their effects were anti-dilutive: (in thousands of shares) As of March 31, 2020 2019 Stock options 957 891 Warrants 8,702 8,702 Total 9,659 9,593

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. COMMITMENTS AND CONTINGENCIES Leases Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has commitments relating to operating leases recognized on a straight-line basis over the term of the lease for rental of two office spaces and various equipment from unrelated parties. Our California office lease was signed May 1, 2018, with a commencement date of July 1, 2018, expires on November 30, 2023 and has an option for a 5-year extension and escalating payments. In January 2020, the Company entered into a sixth amendment to our Texas office lease to extend the term of the lease until September 30, 2020. In addition, the Company has vehicle leases expiring at various times through January 2021, and an equipment lease expiring in December 2021. The adoption of ASC Topic 842 resulted in the Company recognizing right of use assets of $738 and a lease liability of $739, with the difference due the write-off of prior recorded deferred rent. The components of lease costs were as follows: Three months ended March 31, 2020 Operating lease costs $ 88 Short-term lease costs - Variable lease costs - $ 88 Future minimum lease payments under non-cancellable leases as of March 31, 2020 were as follows: 2020 222 2021 184 2022 164 2023 169 Total lease payments 739 Less present value discount 139 Present value of lease liabilities $ 600 Weighted average remaining lease term 3.2 Weighted average discount rate 13 % Commitments On May 1, 2018 with an effective date of July 1, 2017 the Company entered into a Restated License Agreement (the “Agreement”) to its exclusive license agreement for the commercial development of the invention disclosed in UCSD Disclosure Docket No. SD2002-180 and titled “Volume Independent Tear Film Osmometer” (UCSD License Agreement #2003-03-0433), dated as of March 12, 2003, as amended by Amendment 1, dated as of June 9, 2003, Amendment 2, dated as of September 5, 2005, Amendment 3, dated as of July 7, 2006, Amendment 4, dated as of October 9, 2006, and Amendment 5, dated as of July 9, 2007, by and among the Company and The Regents of the University of California (collectively the “Existing License”) to amend certain terms related to royalties under the Agreement and treatment upon a change of control transaction. The Company is required to make royalty payments of anywhere from 3% to 4.25% based on quarterly net sales. Additionally, the Company is required to pay a royalty of 20% of any sublicense fees it receives. Should a change of control transaction occur during the term of the agreement the royalty rates would range anywhere from 3.5% to 4.75% based on quarterly net sales and the Company would have to make a milestone payment of $0.5 million. In addition, if the Company had not commenced commercial sales of the TearLab Discovery TM TM Effective October 1, 2006 the Company entered into a second patent license and royalty agreement with the University of California San Diego to obtain an exclusive license to make, use, sell, offer for sale, and import TearLab technology in development. Starting in 2009, the Company was required to make minimum royalty payments of $35 or 5.5% of gross sales per year, whichever is higher. However, if this new technology is combined with existing technology, the maximum royalty payable on the sale of the combined products would be 5.5% of gross sales per year. As the new technology is currently in development, there is no revenue and the minimum royalty payment of $35 is applicable. Future minimum royalty payments under this agreement as of March 31, 2020 are as follows: 2020 35 2021 35 2022 35 2023 35 2024 35 Thereafter 210 Total $ 385 On March 7, 2016, the Company, through its subsidiary, TearLab Research, Inc., entered into a supply and development agreement (“Supply Agreement”) with MiniFAB (Aust) Pty Ltd (“MiniFAB”). The agreement is an exclusive supply agreement through June 2021, for the purchase and delivery of individual osmolarity test cards with the freight costs borne by MiniFAB. The Company has the benefit of a lower purchase price and certain savings from freight costs will remain in place throughout the agreement. The Supply Agreement requires, in any given 6 calendar months, the Company must place aggregate purchase orders equal to at least 50% of the orders forecasted for that 6-month period at its onset. The Supply Agreement can be extended by either party for a term of five years with the option for the Company to buyout the exclusive supply provision during any extended term. This Supply Agreement replaces the August 2011 agreement between MiniFAB and the Company. On August 9, 2018 the Company entered into an addendum to the 2016 Manufacturing and Supply and Development Agreement with MiniFAB. The amendment fixes the price of the osmolarity test cards at their current price until the earlier of: the average monthly order volume of osmolarity cards on a rolling six month average falls below 20,000 cards; or the aggregate product volume in the calendar year commencing 12 months after the launch of the Discovery TM TM On August 9, 2018, the Company entered into a manufacturing, supply and development agreement (the “MiniFAB Agreement”) with MiniFAB. Pursuant to the terms of the MiniFAB Agreement, MiniFAB will manufacture and supply test cards for the Company’s next generation platform, the TearLab Discovery™ System. The MiniFAB Agreement is exclusive through the first term of 10 years and automatically renews for an additional term of 5 years unless either party cancels. TearLab will pay for 65% of the capital expenditures (“capex”) under the MiniFAB Agreement as incurred and MiniFAB will pay for the remaining 35% of capex, which will be recoverable from TearLab through an amortized cost component in the price for the product charged to TearLab once the monthly card volumes reach 200,000 per month. The capex amounts are limited to an aggregate of $1.0 million Australian Dollar (“AUD”) for the initial development and production phase (“Phase 1”) and anticipated to be in the vicinity of $3.0 million AUD for further investment of production capacity (“Phase 2”). In addition, TearLab will be responsible for the payment or reimbursement of all non-recurrent expenditure and tooling, limited to $1.2 million AUD for Phase 1 and estimated at $2.0 million AUD for Phase 2. In December 2018, the Company made an initial capex investment of $317 thousand for a machine that was placed into fixed assets and is being amortized over a 15-year period. In the normal course of business, the Company enters into purchase obligations for future goods and services needed for the operations of the business. Such commitments are not in excess of expected requirements and are not reasonably likely to result in performance penalties or payments that would have a material adverse effect on the Company’s liquidity. Contingencies We are not currently a party to any litigation, nor are we aware of any pending or threatened litigation against us, that we believe would materially affect our business, operating results, financial condition or cash flows. Our industry is characterized by frequent claims and litigation including securities litigation, claims regarding patent and other intellectual property rights and claims for product liability. As a result, in the future, we may be involved in various legal proceedings from time to time.

Related Party

Related Party	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party	9. RELATED PARTY The Company has an agreement with its Chief Scientific Officer whereas if the Company enters into an agreement with UCSD to reduce the overall royalty rate the Company shall pay to its Chief Scientific Officer a royalty on net sales equal to one and a half percent of the percent change in the UCSD royalty rate. The restated UCSD patent license and royalty agreement (see Note 8) resulted in a royalty due at a rate of 0.68%. Related party royalty expense was $34 and $38 as of March 31, 2020 and 2019, respectively. The Company had $71 and $37 in accrued royalties at March 31, 2020 and December 31, 2019, respectively for the related party royalty.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	10. SUBSEQUENT EVENTS On May 6, 2020, TearLab Corp. (the “Company”) entered into a loan agreement to receive funding under a United States Small Business Administration (“SBA”) loan (the “PPP Loan”) from a commercial bank under the SBA’s Payroll Protection Program (“PPP”). The Company received the funds on May 7, 2020. The principal loan amount was $801 thousand. The PPP Loan has a two-year term, maturing on May 6, 2022. The interest rate on the PPP Loan is 1.0% per annum. Principal and interest are payable in monthly installments, beginning six months after the date of disbursement, until maturity with respect to any portion of the PPP Loan which is not forgiven as described below. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The PPP Loan provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The Company is permitted to prepay or partially prepay the PPP Loan at any time with no prepayment penalties. The PPP Loan may be partially or fully forgiven if the Company complies with the provisions of the CARES Act, including the use of PPP Loan proceeds for payroll costs, rent, utilities and other expenses. The PPP Loan is forgivable in its entirety if the Company supplies verifying documentation that it has used 60% of the PPP Loan proceeds for covered payroll costs and not more than 40% of the PPP Loan proceeds for SBA approved non-payroll costs incurred before February 15, 2020, over the twenty-four week period from the date of disbursement of the loan. On May 10, 2020, effective May 7, 2020, the Company entered into a Consent (the “Consent”) to its Term Loan Agreement, dated as of March 4, 2015, as amended by the Omnibus Amendment Agreement, dated as of April 2, 2015, Amendment 2, dated as of August 6, 2015, Amendment 3, dated as of December 31, 2015, Amendment 4, dated as of April 7, 2016, Amendment 5, dated as of October 12, 2017, Amendment 6, dated as of April 4, 2018, Amendment 7, dated as of November 12, 2018, and Amendment 8, dated as of October 4, 2019, by and among the Company, certain of its subsidiaries from time to time party thereto as guarantors and certain affiliate funds of CRG as lenders. The Consent provides for the lenders’ consent to the Company’s receipt of the PPP Loan. On May 11, 2020, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Accelmed Partners II LP, a Cayman Islands exempted limited partnership (“Buyer”), and Accelmed Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Buyer. The Merger is subject to the satisfaction of certain closing conditions by the Company, including but not limited to the representations and warranties of the Company set forth in the Merger Agreement remaining true and correct in all material respects, the absence of any material adverse effect on the Company, the Company satisfying cash and transaction expense requirements, termination of all outstanding Company warrants, key employee agreements and resignations, and the performance and/or compliance by the Company of all additional agreements, covenants and conditions required by the Merger Agreement. See the Definitive Information Statement filed with the SEC on June 18, 2020 for additional information related to the proposed Merger, including but not limited to information regarding conditions of completing the Merger. On May 11, 2020, in connection with the Merger Agreement filed with the SEC on May 11, 2020, the Company entered into a Consent and Amendment No. 9 to the Term Loan Agreement (“Amendment 9”). Amendment 9 provides for the consent to the transaction contemplated in the Merger Agreement. Pursuant to the Amendment and related Trigger Exchange agreement, the issuer prepaid on May 11, 2020 $694 thousand in aggregate principal of the loans outstanding under the Term Loan Agreement and by issuing to CRG an aggregate of 11,850,131 shares of Commons Stock in exchange for and satisfaction of such partial principal payment. On May 11, 2020, the Company entered into Amendment No. 1 (“UCSD Amendment”) to the Restated License Agreement with UCSD. Pursuant to the UCSD Amendment, if the Company’s Debt financer, CRG with Accelmed Growth Partner L.P., (“Accelmed) enter into a definitive agreement to acquire greater than fifty percent (50%) of the Company’s outstanding shares of common stock prior to July 1, 2020 such transaction shall not be considered a fundamental transaction under the Agreement. To the extent any third party, or parties cumulatively, acquire greater than fifty percent (50%) of the Company’s outstanding shares of common stock after July 1, 2020, such transaction shall be deemed a Fundamental Transaction under the Agreement. All other terms of the Agreement remain unchanged. On May 28, 2020, the Company entered into a Consent agreement that extends the date on which the principal and interest payments due under the Loan agreement from May 31, 2020 and June 30, 2020 to July 31, 2020.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of judgment relate to revenue and inventory reserves, allowance for doubtful accounts, impairment of long-lived and intangible assets, and the fair value of stock options and warrants.
Revenue Recognition	Revenue Recognition Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; generally, this occurs with the transfer of control of our products or services. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services which includes estimates of variable consideration that results from returns, rebates or test card replacements. The Company records allowances for returns or rebates and reports revenue net of such amounts, which were $19 and $34 for the three months ended March 31, 2020 and 2019, respectively. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. The Company’s payment terms are typically upon shipment or net 30. The Company sells its proprietary TearLab® Osmolality System and related test cards to external customers, who are primarily eye care professionals, for use in osmolality testing procedures. Revenue is primarily derived from the sale of disposable test cards. Products are generally shipped from a distribution and warehousing facility located in San Diego, California. The Company’s sales are currently direct to customers in the United States and to distributors in the rest of the world. The Company enters into contracts where revenue is derived either from agreements whereby the customer is provided the right to use the TearLab® Osmolarity System (reader equipment) at no separate cost to the customer in consideration for a minimum or implied purchase commitment of disposable test cards over the related contract term (referred to as either “Use Agreements”, “Masters Agreements” or “Flex Agreements”), or from agreements to sell the reader equipment and disposable test cards at their stand-alone selling price with no contractual future purchase commitment (referred to as “Purchase Agreements”).
Use, Masters, and Flex Agreements	Use, Masters, and Flex Agreements Purchase commitments for Use Agreements and Flex Agreements are expressed in the agreement for a specified period of time (generally one to three years). The purchase commitment for Masters Agreements is implied for large physician practices with an expectation of purchasing certain levels of test cards. The Company recovers the cost of providing the reader equipment in the amount charged for disposable test cards. Two performance obligations exist under these contracts, related to the customers’ right to use the reader equipment and orders of test cards. As the customer has the ability and right to operate the reader equipment in a manner it determines as well as obtain the output from using the reader equipment, the revenue related to the reader equipment use performance obligation is recognized in accordance with ASC 842 – Leases, wherein revenue related to the reader equipment is recognized over the defined contract term. Revenue related to disposable test cards is recognized as the disposable test cards are shipped. Based on the nature of these contracts, which provide terms for the future purchase of test cards but do not contractually obligate the customer to do so, each purchase of test cards is treated as its own distinct contract with a performance obligation to provide the test cards ordered, memorialized by the customers’ purchase order/request. Revenue under such agreements is allocated between the lease of the reader equipment and the sale of the disposables based upon each component’s relative standalone selling price, which is estimated using the selling prices of the reader device and test cards under Purchase Agreements, discussed further below. When reader equipment is placed with a customer at no separate cost, the Company retains title to the equipment and it remains capitalized on the Company’s Condensed Consolidated Balance Sheet as equipment classified within fixed assets, net. The equipment is depreciated on a straight-line basis once shipped to a customer location over its estimated useful life and depreciation expense is included in cost of goods sold within the Condensed Consolidated Statements of Operations and Comprehensive Loss.
Purchase Agreements	Purchase Agreements Revenue recognition for Purchase Agreements is based on the individual performance obligations determined to exist in the contract. Since the reader equipment and the test cards are separate and distinct delivered items, the delivery of each are considered separate performance obligations. The reader equipment and test cards are separately identified under the Purchase Agreements and are sold at their standalone selling price. The Company recognizes revenue for each of the performance obligations only when it determines that all applicable recognition criteria have been met, which is usually upon shipment to the customer. Under Purchase Agreements, the customer is not contractually obligated to purchase additional test cards, and each subsequent order of test cards represents a separate and distinct contract with the performance obligation to provide the test cards ordered. Amounts billed to customers for shipping and handling of a sales transaction are included as revenue. For the three months ended March 31, 2020 and 2019, the Company recognized revenue from shipping and handling of $30 and $33, respectively. The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues: Three months ended March 31, 2020 2019 Product Sales $ 4,432 $ 4,996 Reader Equipment Rentals 659 687 $ 5,091 $ 5,683
Arrangements with Multiple Performance Obligations	Arrangements with Multiple Performance Obligations Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the separate prices charged to customers for the reader device and test cards under Purchase Agreements.
Return Reserve	Return Reserve Although the Company has a no return policy for its products, the Company has established a return reserve for product sales that contain an implicit right of return. The Company reserves for estimated returns or refunds by reducing revenue at the time of shipment based on historical experience. The reserve of $4 as of March 31, 2020 and December 31, 2019, has been recorded as a reduction of revenue and is included in accounts receivable.
Practical Expedients and Exemptions	Practical Expedients and Exemptions We generally expense outside sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
Leases	Leases The Company determines if an arrangement is a lease at inception. When recording operating leases, the Company records a lease liability based on the net present value of the lease payments over the lease term and a corresponding right-of-use asset. Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities and operating lease liabilities, excluding current portion, on the balance sheet. Lease expense is recognized over the lease term on a straight-line basis. Lease terms include options to extend the lease when it is reasonably certain the Company will exercise the option. For leases with a term of twelve months or less, the Company does not record a right-of-use asset and a lease liability and records lease expense on a straight-line basis. See Note 8 to the condensed consolidated financial statements.
Recent Accounting Pronouncements	Recent accounting pronouncements In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2016-13 (“ASU 2016-13”), “Financial Instruments - Credit Losses (Topic 326).” The new standard was effective for public companies, excluding smaller reporting companies, for reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. For smaller reporting companies the standard is effective for reporting periods beginning after December 15, 2022. The standard replaced the incurred loss impairment methodology under current U.S. GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The standard required a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently assessing the impact of adopting this standard and does not expect it to have a material impact on the Company. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This standard is effective for interim and annual periods in fiscal years beginning after December 15, 2020, and early adoption is permitted. The Company is currently assessing the timing and impacts of adopting this standard and does not expect it to have a material impact on the Company.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Schedule of Disaggregated Revenues	The following table presents our revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues: Three months ended March 31, 2020 2019 Product Sales $ 4,432 $ 4,996 Reader Equipment Rentals 659 687 $ 5,091 $ 5,683

Balance Sheet Details (Tables)

Balance Sheet Details (Tables)	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accounts Receivable	Accounts receivable March 31, 2020 December 31, 2019 Trade receivables $ 998 $ 1,011 Allowance for doubtful accounts (62 ) (94 ) $ 936 $ 917
Schedule of Inventory	March 31, 2020 December 31, 2019 Finished goods $ 1,948 $ 2,269 Inventory reserves - - $ 1,948 $ 2,269
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets March 31, 2020 December 31, 2019 Prepaid trade shows $ 16 $ 17 Prepaid insurance 401 464 Manufacturing deposits 880 880 Subscriptions 114 155 Other fees and services 37 44 Other current assets 1 2 $ 1,449 $ 1,562
Schedule of Fixed Assets	Fixed assets March 31, 2020 December 31, 2019 Capitalized TearLab equipment $ 7,044 $ 6,892 Manufacturing equipment 317 317 Leasehold improvements 13 13 Computer equipment and software 315 310 Furniture and office equipment 368 368 Medical equipment 1,454 1,454 $ 9,511 $ 9,354 Less accumulated depreciation (7,779 ) (7,684 ) $ 1,732 $ 1,670
Schedule of Accrued Liabilities	Accrued liabilities March 31, 2020 December 31, 2019 Due to professionals $ 72 $ 62 Due to employees and directors 691 1,414 Sales and use tax liabilities 235 268 Royalty liability 240 245 Warranty 34 36 Other 429 311 $ 1,701 $ 2,336

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Amortization of Intangible Assets	Intangible assets subject to amortization consist of the following: Remaining Useful Life Gross Value at Accumulated Net Book Value at (Years) March 31, 2020 Amortization March 31, 2020 TearLab® technology 0 $ 12,172 $ (12,172 ) $ - Patents and trademarks 1 271 (269 ) 2 Prescriber list 0 90 (90 ) - Total $ 12,533 $ (12,531 ) $ 2 Gross Value at Accumulated Net Book Value at December 31, 2019 Amortization December 31, 2019 TearLab® technology $ 12,172 $ (12,172 ) $ - Patents and trademarks 271 (269 ) 2 Prescriber list 90 (90 ) - Total $ 12,533 $ (12,531 ) $ 2
Schedule of Estimated Amortization Expense of Intangible Assets	The estimated amortization expense for the intangible assets for the remainder of 2020 and thereafter is as follows: Amortization of intangible assets Remainder of 2020 $ 1 Thereafter 1 $ 2

Term Loan (Tables)

Term Loan (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Schedule of Term Loan	The following is a summary of the Term Loan Agreement as of March 31, 2020 and related maturities of outstanding principal: Principal balance outstanding $ 24,000 PIK interest 11,179 Facility fee 2,935 less discount on term loan: deferred financing fees, net (32 ) detachable warrants, net (65 ) Total Term Loan $ 38,017
Schedule of Maturities of Outstanding Principal of Term Loan	Principal due: 2020 38,114 Total principal due 38,114 Less: discount on term loan (97 ) Total term loan $ 38,017

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Schedule of Stock-Based Compensation Expense	The following table sets forth the total stock-based compensation expense resulting from stock options and the employee stock purchase plan included in the Company’s condensed consolidated statements of operations and comprehensive loss (in thousands): Three months ended March 31, 2020 2019 Sales and marketing $ 1 $ 8 Clinical, regulatory and research and development - 4 General and administrative 10 19 Stock-based compensation expense before income taxes $ 11 $ 31

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following securities were not included in the calculation of diluted earnings per share because their effects were anti-dilutive: (in thousands of shares) As of March 31, 2020 2019 Stock options 957 891 Warrants 8,702 8,702 Total 9,659 9,593

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Schedule of Components of Lease Costs	The components of lease costs were as follows: Three months ended March 31, 2020 Operating lease costs $ 88 Short-term lease costs - Variable lease costs - $ 88
Schedule of Future Minimum Lease Payments Under Non-cancellable Leases	Future minimum lease payments under non-cancellable leases as of March 31, 2020 were as follows: 2020 222 2021 184 2022 164 2023 169 Total lease payments 739 Less present value discount 139 Present value of lease liabilities $ 600 Weighted average remaining lease term 3.2 Weighted average discount rate 13 %
Schedule of Future Minimum Royalty Payments	Future minimum royalty payments under this agreement as of March 31, 2020 are as follows: 2020 35 2021 35 2022 35 2023 35 2024 35 Thereafter 210 Total $ 385

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net income (loss)	$ 1,566	$ 1,339

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Allowances for returns or rebates and reports revenue net	$ 19	$ 34
Reserve of product sales	4		$ 4
Shipping and Handling [Member]
Cost of goods and services sold	$ 30	$ 33

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenue	$ 5,091	$ 5,683
Product Sales [Member]
Disaggregation of Revenue [Line Items]
Total revenue	4,432	4,996
Reader Equipment Rentals [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 659	$ 687

Balance Sheet Details (Details

Balance Sheet Details (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation expense	$ 135	$ 221

Balance Sheet Details - Schedul

Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Trade receivables	$ 998	$ 1,011
Allowance for doubtful accounts	(62)	(94)
Accounts receivable, net	$ 936	$ 917

Balance Sheet Details - Sched_2

Balance Sheet Details - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finished goods	$ 1,948	$ 2,269
Inventory reserves
Inventory, net	$ 1,948	$ 2,269

Balance Sheet Details - Sched_3

Balance Sheet Details - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid trade shows	$ 16	$ 17
Prepaid insurance	401	464
Manufacturing deposits	880	880
Subscriptions	114	155
Other fees and services	37	44
Other current assets	1	2
Prepaid expense and other current assets	$ 1,449	$ 1,562

Balance Sheet Details - Sched_4

Balance Sheet Details - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Property plant and equipment, gross	$ 9,511	$ 9,354
Less accumulated depreciation	(7,779)	(7,684)
Property plant and equipment, net	1,732	1,670
Capitalized TearLab Equipment [Member]
Property plant and equipment, gross	7,044	6,892
Manufacturing Equipment [Member]
Property plant and equipment, gross	317	317
Leasehold Improvements [Member]
Property plant and equipment, gross	13	13
Computer Equipment and Software [Member]
Property plant and equipment, gross	315	310
Furniture and Office Equipment [Member]
Property plant and equipment, gross	368	368
Medical Equipment [Member]
Property plant and equipment, gross	$ 1,454	$ 1,454

Balance Sheet Details - Sched_5

Balance Sheet Details - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Due to professionals	$ 72	$ 62
Due to employees and directors	691	1,414
Sales and use tax liabilities	235	268
Royalty liability	240	245
Warranty	34	36
Other	429	311
Accrued liabilities current	$ 1,701	$ 2,336

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 100	$ 100

Intangible Assets - Schedule of

Intangible Assets - Schedule of Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Gross Value	$ 12,533	$ 12,533
Accumulated Amortization	(12,531)	(12,531)
Net Book Value	$ 2	2
TearLab Technology [Member]
Remaining Useful Life (Years)	0 years
Gross Value	$ 12,172	12,172
Accumulated Amortization	(12,172)	(12,172)
Net Book Value
Patents and Trademarks [Member]
Remaining Useful Life (Years)	1 year
Gross Value	$ 271	271
Accumulated Amortization	(269)	(269)
Net Book Value	$ 2	2
Prescriber List [Member]
Remaining Useful Life (Years)	0 years
Gross Value	$ 90	90
Accumulated Amortization	(90)	(90)
Net Book Value

Intangible Assets - Schedule _2

Intangible Assets - Schedule of Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2020	$ 1
Thereafter	1
Total	$ 2	$ 2

Term Loan (Details Narrative)

Term Loan (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

May 28, 2020

May 11, 2020

Apr. 04, 2018

Dec. 08, 2017

Oct. 06, 2015

Mar. 04, 2015

Mar. 31, 2020

Dec. 31, 2019

Oct. 12, 2017

Apr. 07, 2016

Mar. 31, 2016

Oct. 08, 2015

Debt Instrument [Line Items]

Long-term debt

$ 38,017

Number of shares of Commons Stock in exchange

2,013,636

Financing and legal fees

2,935

Term Loan Agreement [Member]

Debt Instrument [Line Items]

Term loan minimum annual revenue threshold

$ 30,700

Current outstanding amount of debt

36,600

Minimum revenue

$ 45,000

Term Loan Agreement [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Principal of loans outstanding

$ 694

Number of shares of Commons Stock in exchange

11,850,131

Term Loan Agreement [Member] | 2019 [Member]

Debt Instrument [Line Items]

Term loan minimum annual revenue threshold

$ 38,000

Consent Agreement [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt instrument, payment terms

The Company entered into a Consent agreement that extends the date on which the principal and interest payments due under the Loan agreement from May 31, 2020 and June 30, 2020 to July 31, 2020. Additionally, as of March 31, 2020 the Company was not in compliance with the minimum revenue covenant under the Loan Agreement and the Consent temporarily extends the waiver of any related default, which had previously been waived until May 31, 2020 until July 31, 2020. Failure by the Company to make the principal and interest payment on or before July 31, 2020 will result in an immediate event of default under the Term Loan Agreement.

CRG Warrants [Member]

Debt Instrument [Line Items]

Warrants to purchase common shares

35,000

Warrants exercise price

$ 50

CRG Warrants [Member] | Term Loan Agreement [Member]

Debt Instrument [Line Items]

Warrants to purchase common shares

35,000

Warrants exercise price

$ 1.50

$ 15

Warrants term

5 years

Ownership percentage

1.22%

CRG LP [Member] | Term Loan Agreement [Member]

Debt Instrument [Line Items]

Warrants exercise price

$ 0.44

Additional facility fee percentage on principal

3.00%

Facility fee percentage on principal

9.50%

Minimum liquidity covenant amount

$ 3,000

Payment of liquidity covenant

$ 1,000

Term Loan Agreement [Member] | 2015 CRG Warrants [Member]

Debt Instrument [Line Items]

Warrants to purchase common shares

35,000

Warrants exercise price

$ 50

Warrants term

5 years

5 years

Term Loan Agreement [Member] | CRG Warrants [Member]

Debt Instrument [Line Items]

Ownership percentage

1.22%

Term Loan Agreement [Member] | CRG Warrants [Member] | Maximum [Member]

Debt Instrument [Line Items]

Warrants exercise price

$ 15

Term Loan Agreement [Member] | CRG Warrants [Member] | Minimum [Member]

Debt Instrument [Line Items]

Warrants exercise price

$ 1.50

Term Loan Agreement [Member] | CRG LP [Member]

Debt Instrument [Line Items]

Long-term debt

$ 35,000

Proceeds from issuance of long-term debt

$ 10,000

$ 15,000

Debt instrument date

Dec. 31, 2020

Debt instrument interest rate percentage

13.00%

Term loan minimum annual revenue threshold

$ 25,000

Term loan minimum reduced annual revenue threshold

24,000

Financing and legal fees

$ 606

Percentage of prepayment fee

5.00%

Percentage of reduction in annual prepayment fee

1.00%

Term Loan Agreement [Member] | CRG LP [Member] | Interest-Only Payment [Member]

Debt Instrument [Line Items]

Debt instrument interest rate percentage

8.50%

Term Loan Agreement [Member] | CRG LP [Member] | Unpaid Interest With Principal [Member]

Debt Instrument [Line Items]

Debt instrument interest rate percentage

4.50%

Term Loan - Schedule of Term Lo

Term Loan - Schedule of Term Loan (Details) $ in Thousands	Mar. 31, 2020USD ($)
Debt Disclosure [Abstract]
Principal balance outstanding	$ 24,000
PIK interest	11,179
Facility fee	2,935
less discount on term loan: deferred financing fees, net	(32)
less discount on term loan: detachable warrants, net	(65)
Total Term Loan	$ 38,017

Term Loan - Schedule of Maturit

Term Loan - Schedule of Maturities of Outstanding Principal of Term Loan (Details) $ in Thousands	Mar. 31, 2020USD ($)
Debt Disclosure [Abstract]
2020	$ 38,114
Total principal due	38,114
Less: discount on term loan	(97)
Total Term Loan	$ 38,017

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) $ / shares in Units, $ in Thousands

Apr. 04, 2018USD ($)$ / shares

Dec. 08, 2017USD ($)$ / sharesshares

Dec. 08, 2017$ / sharesshares

Oct. 12, 2017USD ($)$ / sharesshares

Jun. 23, 2017shares

May 09, 2016$ / sharesshares

Apr. 07, 2016USD ($)$ / sharesshares

Oct. 08, 2015USD ($)$ / sharesshares

Dec. 31, 2017USD ($)$ / sharesshares

Mar. 31, 2020$ / sharesshares

Mar. 31, 2019shares

Dec. 31, 2019$ / sharesshares

Apr. 07, 2017USD ($)

Jun. 22, 2017shares

Class of Stock [Line Items]

Common stock shares authorized

9,500,000

40,000,000

40,000,000

Common stock par value | $ / shares

$ 0.001

$ 0.001

$ 0.001

Preferred stock shares authorized

10,000,000

10,000,000

10,000,000

Preferred stock par value | $ / shares

$ 0.001

$ 0.001

$ 0.001

Stock issued during period, shares new issue

2,013,636

Series A Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Number of shares converted

4,804,545

2002 Stock Incentive Plan [Member]

Class of Stock [Line Items]

Share-based compensation common stock purchase price percentage

10.00%

Share-based compensation expiration period

10 years

Expected weighted-average period

5 years

2002 Stock Incentive Plan [Member] | Maximum [Member]

Class of Stock [Line Items]

Share-based compensation common stock purchase price percentage

110.00%

2002 Stock Incentive Plan [Member] | Maximum [Member] | Officer Director Or Consultant [Member]

Class of Stock [Line Items]

Percentage of options exercisable at a rate

20.00%

2002 Stock Incentive Plan [Member] | Minimum [Member]

Class of Stock [Line Items]

Share-based compensation common stock purchase price percentage

10.00%

2002 Stock Incentive Plan [Member] | Non-Statutory Stock Options [Member] | Maximum [Member]

Class of Stock [Line Items]

Share-based compensation common stock purchase price percentage

85.00%

2002 Stock Incentive Plan [Member] | Employees, Directors and Consultants [Member]

Class of Stock [Line Items]

Share-based compensation number of shares reserved for issuance

1,070,000

720,000

Term Loan Agreement [Member] | Tranche One [Member]

Class of Stock [Line Items]

Proceeds from issuance of long-term debt | $

$ 10,000

Series A Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Stock issued during period, shares new issue

2,114

Series A Warrants [Member]

Class of Stock [Line Items]

Warrants to purchase common shares

6,818,181

6,818,181

1,253,500

Class of warrant or right exercise price | $ / shares

$ 0.44

$ 0.44

$ 11.25

Warrant expiration date, description

Expire 5 years after the issuance date

Expire 5 years after the Initial Exercise Date

Series A Warrants [Member] | Volatility Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

76

88

88

Series A Warrants [Member] | Expected Term [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, term

6 years

5 years

5 years

Series A Warrants [Member] | Risk-Free Interest Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

1.30

2.14

2.14

Series A Warrants [Member] | Dividend Yield [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

0

0

0

Series B Warrants [Member]

Class of Stock [Line Items]

Warrants to purchase common shares

6,818,181

6,818,181

Proceeds from issuance or sale of equity | $

$ 3,000

Payments of stock issuance costs | $

$ 596

Class of warrant or right exercise price | $ / shares

$ 0.44

$ 0.44

Warrant expiration date, description

Expired 6 months after the issuance date

Series B Warrants [Member] | Volatility Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

158.6

158.6

Series B Warrants [Member] | Expected Term [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, term

6 months

6 months

Series B Warrants [Member] | Risk-Free Interest Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

1.45

1.45

Series B Warrants [Member] | Dividend Yield [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

0

0

Placement Agent Warrants [Member]

Class of Stock [Line Items]

Warrants to purchase common shares

477,273

477,273

Class of warrant or right exercise price | $ / shares

$ 0.55

$ 0.55

Common Stock [Member]

Class of Stock [Line Items]

Number of shares converted

4,804,545

CRG Warrants [Member]

Class of Stock [Line Items]

Warrants to purchase common shares

35,000

Class of warrant or right exercise price | $ / shares

$ 50

Warrants exercisable date

Oct. 8, 2020

Fair value of warrants | $

$ 290

Number of warrants exercised during period

CRG Warrants [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants to purchase common shares

35,000

Class of warrant or right exercise price | $ / shares

$ 1.50

$ 15

Fair value of warrants | $

$ 44

$ 54

Warrants fair value assumptions, term

5 years

Ownership percentage

1.22%

CRG Warrants [Member] | Volatility Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

73

CRG Warrants [Member] | Expected Term [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, term

5 years

CRG Warrants [Member] | Risk-Free Interest Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

1.71

CRG Warrants [Member] | Dividend Yield [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

0

CRG Warrants [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Fair value of warrants | $

$ 10

Reduced warrants per share | $ / shares

$ 0.44

2015 CRG Warrants [Member] | Volatility Rate [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

94

76

2015 CRG Warrants [Member] | Expected Term [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, term

2 years 11 months 26 days

4 years 6 months

2015 CRG Warrants [Member] | Risk-Free Interest Rate [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

1.70

1.06

2015 CRG Warrants [Member] | Dividend Yield [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

0

0

2016 CRG Warrants [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Fair value of warrants | $

$ 106

2016 CRG Warrants [Member] | Volatility Rate [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

90

76

2016 CRG Warrants [Member] | Expected Term [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, term

3 years 5 months 23 days

5 years

2016 CRG Warrants [Member] | Risk-Free Interest Rate [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

1.80

1.30

2016 CRG Warrants [Member] | Dividend Yield [Member] | Term Loan Agreement [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

0

0

2017 CRG Warrants [Member]

Class of Stock [Line Items]

Warrants to purchase common shares

83,240

Class of warrant or right exercise price | $ / shares

$ 1.50

Fair value of warrants | $

$ 30

2017 CRG Warrants [Member] | Volatility Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

88

88

2017 CRG Warrants [Member] | Expected Term [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, term

5 years

5 years

2017 CRG Warrants [Member] | Risk-Free Interest Rate [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

2.14

2.14

2017 CRG Warrants [Member] | Dividend Yield [Member]

Class of Stock [Line Items]

Warrants fair value assumptions, percentage

0

0

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense before income taxes	$ 11	$ 31
Sales and Marketing [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense before income taxes	1	8
Clinical, Regulatory and Research and Development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense before income taxes		4
General and Administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense before income taxes	$ 10	$ 19

Net Income (Loss) Per Share - S

Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities number of shares	9,659	9,593
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities number of shares	957	891
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities number of shares	8,702	8,702

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) $ in Thousands, $ in Thousands	Aug. 09, 2019AUD ($)	Aug. 09, 2018	May 01, 2018	Mar. 07, 2016	Oct. 01, 2006USD ($)	Dec. 31, 2018USD ($)	Mar. 31, 2020USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2019USD ($)	Jan. 02, 2019USD ($)
Loss Contingencies [Line Items]
Operating lease term description							The Company has commitments relating to operating leases recognized on a straight-line basis over the term of the lease for rental of two office spaces and various equipment from unrelated parties. Our California office lease was signed May 1, 2018, with a commencement date of July 1, 2018, expires on November 30, 2023 and has an option for a 5-year extension and escalating payments. In January 2020, the Company entered into a sixth amendment to our Texas office lease to extend the term of the lease until September 30, 2020
Right of use asset							$ 578		$ 645
Lease liabilities							$ 600
Royalty payment, percentage							0.68%
Royalty payments					$ 35		$ 34	$ 38
Maximum royalty payable on sale of combined products					5.50%
Investment amount						$ 317	33
Amortization Period						15 years
Long-term third-party payable							132
Restated License Agreement [Member]
Loss Contingencies [Line Items]
Royalty payment, percentage			20.00%
Revenue milestone payments							$ 500
Revenue milestone payment percentage							1.25%
Restated License Agreement [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Royalty payment, percentage			3.00%				3.50%
Restated License Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Royalty payment, percentage			4.25%				4.75%
Supply Agreement [Member] | MiniFAB [Member]
Loss Contingencies [Line Items]
Minimum percentage of purchase				50.00%
Supply Agreement Pricing description				The amendment fixes the price of the osmolarity test cards at their current price until the earlier of: the average monthly order volume of osmolarity cards on a rolling six month average falls below 20,000 cards; or the aggregate product volume in the calendar year commencing 12 months after the launch of the DiscoveryTM product is below 2.4 million cards; or the aggregate product volume in any calendar year after 24 months after the launch of the DiscoveryTM product is below 3.0 million cards at which point the Company and MiniFAB will renegotiate pricing.
MiniFAB Agreement [Member]
Loss Contingencies [Line Items]
Initial agreement term		10 years
Additional agreement term		5 years
MiniFAB Agreement [Member] | Phase 1 [Member] | AUD [Member]
Loss Contingencies [Line Items]
Capital expenditure limitation	$ 1,000
Payment or reimbursement of non-recurrent expenditure and tooling	1,200
MiniFAB Agreement [Member] | Phase 2 [Member] | AUD [Member]
Loss Contingencies [Line Items]
Capital expenditure limitation	3,000
Payment or reimbursement of non-recurrent expenditure and tooling	$ 2,000
MiniFAB Agreement [Member] | TearLab [Member]
Loss Contingencies [Line Items]
Percentage of capital expenditures payable		65.00%
Terms of capital expenditure recovery		TearLab will pay for 65% of the capital expenditures ("capex") under the MiniFAB Agreement as incurred and MiniFAB will pay for the remaining 35% of capex, which will be recoverable from TearLab through an amortized cost component in the price for the product charged to TearLab once the monthly card volumes reach 200,000 per month.
MiniFAB Agreement [Member] | MiniFAB [Member]
Loss Contingencies [Line Items]
Percentage of capital expenditures payable	35.00%
ASC Topic 842 [Member]
Loss Contingencies [Line Items]
Right of use asset										$ 738
Lease liabilities										$ 739
Vehicle Leases [Member]
Loss Contingencies [Line Items]
Operating lease term description							Expiring at various times through January 2021
Equipment Lease [Member]
Loss Contingencies [Line Items]
Operating lease term description							Expiring in December 2021

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Components of Lease Costs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 88
Short-term lease costs
Variable lease costs
Lease costs	$ 88

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Leases (Details) $ in Thousands	Mar. 31, 2020USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 222
2021	184
2022	164
2023	169
Total lease payments	739
Less present value discount	139
Present value of lease liabilities	$ 600
Weighted average remaining lease term	3 years 2 months 12 days
Weighted average discount rate	13.00%

Commitments and Contingencies_4

Commitments and Contingencies - Schedule of Future Minimum Royalty Payments (Details) $ in Thousands	Mar. 31, 2020USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 35
2021	35
2022	35
2023	35
2024	35
Thereafter	210
Total	$ 385

Related Party (Details Narrativ

Related Party (Details Narrative) - USD ($) $ in Thousands	Oct. 01, 2006	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Related Party Transactions [Abstract]
Royalty payment, percentage		0.68%
Royalty expense	$ 35	$ 34	$ 38
Accrued royalties		$ 71		$ 37

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ in Thousands	May 28, 2020	May 11, 2020	May 06, 2020	Dec. 08, 2017	Mar. 31, 2020
Loan amount					$ 24,000
Number of shares of Commons Stock in exchange				2,013,636
Subsequent Event [Member] | Loan Agreement [Member] | PPP Loan [Member]
Loan amount			$ 801
Debt term			2 years
Debt maturity date			May 6, 2022
Debt interest rate			1.00%
Subsequent Event [Member] | Loan Agreement [Member] | PPP Loan [Member] | Covered Payroll Costs [Member]
Debt interest rate			60.00%
Subsequent Event [Member] | Loan Agreement [Member] | PPP Loan [Member] | Non-payroll Costs [Member] | Maximum [Member]
Debt interest rate			40.00%
Subsequent Event [Member] | Term Loan Agreement [Member]
Principal of loans outstanding		$ 694
Number of shares of Commons Stock in exchange		11,850,131
Subsequent Event [Member] | Definitive Agreement [Member] | Maximum [Member]
Acquired percentage rate		50.00%
Subsequent Event [Member] | Restated License Agreement [Member] | Maximum [Member]
Acquired percentage rate		50.00%
Subsequent Event [Member] | Consent Agreement [Member]
Debt instrument, payment terms	The Company entered into a Consent agreement that extends the date on which the principal and interest payments due under the Loan agreement from May 31, 2020 and June 30, 2020 to July 31, 2020. Additionally, as of March 31, 2020 the Company was not in compliance with the minimum revenue covenant under the Loan Agreement and the Consent temporarily extends the waiver of any related default, which had previously been waived until May 31, 2020 until July 31, 2020. Failure by the Company to make the principal and interest payment on or before July 31, 2020 will result in an immediate event of default under the Term Loan Agreement.