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 6 11, 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 1.01. Entry ~~into~~Into Aa Material Definitive Agreement.

~~PPP~~Amended License ~~Loan~~Agreement

On May 611, 2020 and effective May 8, 2020 TearLab ~~Corp.~~ Corporation, (“the “Company”) entered into aAmendment ~~loan~~No. ~~agreement~~1 (“the Amendment”) to ~~receive~~the ~~funding~~Restated ~~under~~License aAgreement ~~United~~No. ~~States~~2018-04-0460 ~~Small Business Administration~~ (“~~SBA~~the Agreement”), ~~loan~~dated (May 1, 2018 with The Regents of the ~~“PPP~~University ~~Loan”)~~of ~~from~~California. aPursuant ~~commercial~~to ~~bank~~the ~~under~~Amendment, if the ~~SBA~~Company’s ~~Payroll~~debt ~~Protection~~financer ~~Program~~CR Group, L.P (“~~PPP~~CRG”) with Accelmed Growth Partners, L.P. (“Accelmed”) enter into a definitive agreement to acquire greater than fifty percent ~~The~~(50%) of the Company’s ~~received~~outstanding ~~the~~shares ~~funds~~of oncommon ~~May~~stock 7prior to July 1, 2020 such transaction shall not be considered a Fundamental Transaction under the Agreement. ~~The~~To ~~principal~~the ~~loan~~extent ~~amount~~any isthird ~~$801~~party,~~030~~ 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.

The ~~PPP Loan has a two-year~~ ~~term,~~foregoing ~~maturing~~description onof ~~May 6, 2022. The interest rate on~~ the ~~PPP~~Amendment ~~Loan~~ is ~~1.0%~~qualified ~~per annum. Principal and interest are payable~~ in ~~monthly installments,~~its ~~beginning~~entirety ~~six~~by ~~months~~reference ~~after~~to the ~~date~~provisions of ~~disbursement, until maturity with respect to any portion of~~ the ~~PPP~~Amendment, ~~Loan~~ which is attached ~~not~~hereto ~~forgiven~~ as ~~described~~Exhibit ~~below~~10.1 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~~ toincorporated ~~prepay~~herein orby ~~partially prepay the PPP Loan at any time with no prepayment penalties~~reference.

~~The PPP Loan may be partially~~Item ~~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~~9.01 ~~The~~Financial ~~PPP~~Statements ~~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~~Exhibits.

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.

Exhibit No.		Description

10.1		Amendment No.1 to the Restated License Agreement No. 2018-04-0460 with the Regents of the University of California.

~~CRG Consent~~SIGNATURES

~~On May 10, 2020, effective~~Pursuant ~~May~~to ~~7, 2020,~~ the ~~Company~~requirements ~~entered into a Consent (the “Consent”) to its Term Loan Agreement, dated as~~ of ~~March 4, 2015, as amended by~~ the ~~Omnibus~~Securities ~~Amendment~~Exchange ~~Agreement,~~Act ~~dated as~~ of ~~April 2~~1934, 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,~~registrant ~~certain~~has ofduly ~~its~~caused ~~subsidiaries~~this ~~from~~report ~~time~~ to ~~time~~be ~~party~~signed ~~thereto~~on asits ~~guarantors and certain affiliate funds of CRG as lenders.~~behalf ~~The~~by ~~Consent provides for~~ the ~~lenders’~~undersigned ~~consent~~hereunto toduly ~~the Company’s receipt of the PPP Loan~~authorized.

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

~~Item~~Date: May ~~2.03~~12, ~~Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~2020

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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