TEARLAB CORPORATION (NASDAQ:TEAR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement
Amendment to Loan Agreement
On October 12, 2017, TearLab Corporation (the “Company” or “TearLab”) entered into an amendment (the “Amendment”) to its Term Loan Agreement, dated as of March 4, 2015, as amended by the Omnibus Amendment Agreement, dated as of April 2, 2015, and Amendment 2, dated as of August 6, 2015, and Amendment 3, dated as of December 31, 2015 and Amendment 4, dated April 7, 2016 by and among the Company, certain of its subsidiaries from time to time party thereto as guarantors and CRG LP and certain of its affiliate funds as lenders (the “Loan Agreement”). The Amendment changes the required minimum revenue levels under the Loan Agreement from $31 million to $25 million for 2017, from $36 million to $25 million for 2018, from $45 million to $38 million for 2019, and from $55 million to $45 million for 2020. In addition, subject to the condition of raising net equity proceeds of at least $7 million (net of bona fide costs incurred in connection with issuance of such equity) by March 31, 2018, the Amendment changes the definition of “Interest-only Period” and “PIK Period” from the sixteenth (16th) payment date to the twentieth (20th) payment date following the first borrowing date, which has the effect of extending the “Interest-only Period” and the “PIK” period through the calendar year 2019. Should the Company fail to raise net equity proceeds of $7 million on or before March 31, 2018, the “Interest-only Period” and “PIK” period will remain unchanged from their current dates. Also, to the Amendment, the Company agreed to amend the warrants issued by the Company on October 8, 2015 and April 7, 2016, to certain affiliated funds of CRG LP to purchase an aggregate of 70,000 shares of common stock of the Company (the “Warrants”) to(i) reduce the strike price to $1.50 per share and (ii) to include broad based anti-dilution protection such that the Warrants shall maintain the same 1.22% ownership percentage following any capital raises the Company may complete through March 31, 2018.
The foregoing description of the Amendment is qualified in its entirety by the terms and conditions of the Amendment, the form of which will be attached as an exhibit to the Company’s next Form 10-Q.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, 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. Also on October 12, 2017, the Company filed the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held a special meeting of stockholders on October 12, 2017 (the “Special Meeting”). Of the 5,742,453 shares of common stock of the Company outstanding as of the record date of September 6, 2017, 3,972,067 shares were represented at the Special Meeting, either in person or by proxy, constituting approximately 69.17% of the outstanding shares of common stock. The matters voted on at the Special Meeting and the votes cast with respect to each such matter are set forth below:
|1.||Approval of Amendment to Amended and Restated Certificate of Incorporation. The 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 was approved based on the following results of voting:|
|2.||Approval of Issuance of Shares of Common Stock. The approval of the issuance of shares of common stock in one or more potential non-public capital raising transactions or debt for equity conversion transactions in accordance with Nasdaq Listing Rule 5635(d) was approved based on the following results of voting:|
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About TEARLAB CORPORATION (NASDAQ:TEAR)
TearLab Corporation is an in-vitro diagnostic company. The Company has commercialized a tear testing platform, the TearLab Osmolarity System, which enables eye care practitioners to test for sensitive and specific biomarkers using nanoliters of tear film at the point-of-care. The Company, through its subsidiary TearLab Research, Inc., develops technologies to enable eye care practitioners to test a range of biomarkers (chemistries, metabolites, genes and proteins) at the point-of-care. Its product, the TearLab Osmolarity System, enables the measurement of tear osmolarity in the doctor’s office. The TearLab Osmolarity System consists of approximately three components: the TearLab disposable, the TearLab Pen, and the TearLab Reader. The TearLab disposable is a single-use microfluidic microchip. The TearLab Pen is a hand-held device that interfaces with the TearLab disposable. The TearLab Reader is a small desktop unit that allows for the docking of the TearLab Pen.