AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
of Report (Date of earliest event reported)
name of registrant as specified in its charter)
or other jurisdiction
La Terraza Blvd., Ste 101
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company [ ]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
2.01. Completion of Acquisition or Disposition of Assets.
July 9, 2020, Accelmed Partners II LP, a Cayman Islands exempted limited partnership (“Buyer”), completed the previously
announced acquisition of TearLab Corporation, a Delaware corporation (the “Company”). Pursuant to the terms of the
Agreement and Plan of Merger, dated May 11, 2020 (the “Merger Agreement”), among Buyer, the Company and Accelmed Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), Merger Sub merged with and
into the Company (the “Merger”) with the Company surviving the Merger and becoming a wholly owned subsidiary of Buyer,
subject to the terms and conditions set forth therein.
the effective time of the Merger (the “Effective Time”) and pursuant to the terms and conditions of the Merger Agreement,
(a) each issued and outstanding share of Company common stock and preferred stock that was then owned by Buyer, Merger Sub, certain
affiliate funds of CRG L.P. (“CRG”), or any of their respective affiliates, or the Company or any of its subsidiaries
(collectively, “Cancelled Shares”) was cancelled for no consideration, and (b) each issued and outstanding share of
Company common stock and preferred stock (other than Cancelled Shares) was cancelled and automatically converted into the right
to receive an amount equal to $0.0586 per share in cash, without interest and less any required withholding taxes (the “Merger
Consideration”). The Company’s common stock is no longer quoted on the OTCQB effective as of the close of trading
on July 9, 2020.
the Effective Time, and pursuant to the terms and conditions of the Merger Agreement, each stock option of the Company that was
outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, was cancelled
without any consideration payable therefor and each holder of such stock options ceased to have any rights with respect to such
foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not
purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement.
A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S.
Securities Exchange Commission (the “SEC”) on May 11, 2020 and is incorporated herein by reference.
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
July 9, 2020, the Company notified the OTCQB of the effectiveness of the Merger. Trading of Company common stock on the OTCQB,
which traded under the symbol “TEAR,” was suspended as of the close of trading on July 9, 2020.
3.03. Material Modification to Rights of Security Holders.
information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
a result of the Merger, each issued and outstanding share of Company common stock and preferred stock immediately prior to the
Effective Time (other than (a) shares that were then owned by Buyer, Merger Sub, certain affiliate funds of CRG L.P. (“CRG”),
or any of their respective affiliates, or (b) shares that were then owned by the Company or any of its subsidiaries), was cancelled
and automatically converted into the right to receive the Merger Consideration.
5.01. Changes in Control of Registrant.
information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
July 9, 2020, as a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary
of Buyer. Buyer paid approximately $736,053.21 in cash to the Company’s shareholders pursuant to the Merger Agreement to
acquire the Company. Buyer funded the payment of the aggregate Merger Consideration with cash on its balance sheet.
Company intends to file with the SEC, on Form 15, a certification and notice of termination of the registration of such shares
of common stock under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and
suspension of its obligations to file reports under Sections 13 and 15(d) of the Exchange Act.
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
to the terms of the Merger Agreement, at the Effective Time, each of the members of the Board of Directors of the Company, Joseph
Jensen, Elias Vamvakas, Richard Lindstrom, Anthony Altig and Paul Karpecki, resigned from the Board of Directors of the Company
and Uri Geiger, the director of Merger Sub at the Effective Time, became the director of the surviving corporation. Additionally,
at the Effective Time, the officers of Merger Sub (comprised of Uri Geiger as President and as Secretary) became the officers
of the surviving corporation.
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
accordance with the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of Merger Sub as in effect
immediately prior to the Effective Time, as adjusted pursuant to the Merger Agreement, became the certificate of incorporation
and bylaws, respectively, of the Company.
of the certificate of incorporation and bylaws of the Company as in effect at the Effective Time are attached hereto as Exhibit
3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
8.01 Other Events.
July 9, 2020, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
9.01. Financial Statements and Exhibits.
Schedules and annexes have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or annex
will be furnished supplementally to the SEC upon request.
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
July 9, 2020
||Chief Financial Officer|