UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 76, 2020

TEARLAB CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-51030

59-343-4771

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

150 La Terraza Blvd., Ste 101

Escondido, CA 92025

(Address of principal executive offices, including zip code)

(858) 455-6006

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 8 1.01 ~~Other~~Entry ~~Events~~into A Material Definitive Agreement.

~~On May~~PPP ~~7, 2020, TearLab Corporation issued a press release announcing advanced discussions regarding a potential business combination. A copy of the press release is filed hereto as Exhibit 99.1.~~Loan

~~The~~On ~~information~~May in6, ~~this~~2020, ~~Item 8~~TearLab Corp.01 ~~and~~(the ~~Exhibit~~“Company”) ~~99.1~~entered ~~shall~~into ~~not~~a ~~be deemed~~loan ~~“filed”~~agreement ~~for~~to ~~the~~receive ~~purposes~~funding ofunder ~~Section~~a 18United ofStates ~~the~~Small ~~Securities~~Business ~~Exchange~~Administration (“SBA”) ~~Act~~loan ~~of 1934~~ (the “~~Exchange~~PPP ~~Act~~Loan”) ~~and~~ ~~shall~~from ~~not~~a becommercial ~~deemed~~bank tounder bethe ~~incorporated~~SBA’s byPayroll ~~reference~~Protection ~~into~~Program ~~any~~(“PPP”). The ~~filing~~Company ~~under~~received the ~~Securities~~funds ~~Act~~on ofMay ~~1933~~7, or2020. ~~the~~The ~~Exchange~~principal ~~Act, except~~loan toamount ~~the~~is ~~extent that we specifically incorporate it by reference~~$801,030.

The ~~Item~~PPP 9Loan has a two-year term, maturing on May 6, 2022.01 The interest rate on the PPP Loan is 1.0% ~~Financial~~per ~~Statements~~annum. Principal and ~~Exhibits~~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.

~~(d)~~The ~~Exhibits~~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 75% of the PPP Loan proceeds for covered payroll costs and not more than 25% of the PPP Loan proceeds for SBA approved non-payroll costs incurred before February 15, 2020, over the eight week period from the date of disbursement of the loan.

Exhibit Number		Description
99.1		Press release, dated May 7, 2020

The foregoing description of the PPP Loan is qualified in its entirety by reference to the provisions of the PPP Loan agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

~~SIGNATURES~~CRG Consent

~~Pursuant~~On May 10, 2020, effective toMay 7, 2020, the ~~requirements~~Company entered into a Consent (the “Consent”) to its Term Loan Agreement, dated as of March 4, 2015, as amended by the ~~Securities~~Omnibus ~~Exchange~~Amendment ~~Act~~Agreement, dated as of ~~1934~~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 ~~registrant~~Company, ~~has~~certain ~~duly~~of ~~caused~~its ~~this~~subsidiaries ~~report~~from time to betime ~~signed~~party onthereto ~~its~~as ~~behalf~~guarantors and certain affiliate funds of CRG as lenders. byThe Consent provides for the ~~undersigned~~lenders’ ~~hereunto~~consent ~~duly~~to ~~authorized~~the Company’s receipt of the PPP Loan.

~~TEARLAB~~The ~~CORPORATION~~foregoing ~~By:~~description of ~~/s/~~the ~~Michael~~Consent ~~Marquez~~is ~~Michael~~qualified ~~Marquez~~in ~~Chief~~its ~~Financial~~entirety ~~Officer~~by reference to the provisions of the Consent, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

~~Date: May~~Item 7,2.03 ~~2020~~Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information about the PPP Loan and the Consent disclosed in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Paycheck Protection Program Promissory Note and Agreement dated as of May 6, 2020
10.2		Consent

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TEARLAB CORPORATION

	By:	/s/ Michael Marquez
		Michael Marquez
		Chief Financial Officer

Date: May 11, 2020

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