TEARLAB CORPORATION (NASDAQ:TEAR) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the information
regarding the amendment to the Companys Amended and Restated
Certificate of Incorporation contained in Item 5.03 of this
Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
As noted below, on February 23, 2017, at the Special Meeting (as
defined below), the stockholders of TearLab Corporation (the
Company) approved an amendment to the Companys Amended and
Restated Certificate of Incorporation to effect, at the
discretion of the Board of Directors, (i) a reverse stock split
of all of the outstanding shares of the Companys common stock and
those shares held by the Company in treasury stock, if any, in a
ratio of one-for-two, one-for-five, or one-for ten, with the
final ratio to be determined by the Board of Directors, in its
sole discretion, and (ii) a reduction in the total number of
authorized shares of common stock from 95,000,000 to either
47,500,000, 19,000,000 or 9,500,000, based on the final stock
split ratio determined by the Board of Directors. Following the
Special Meeting, on February 23, 2017, the Board of Directors
approved the reverse stock split at a ratio of one-for-ten and a
corresponding reduction in the total number of authorized shares
of common stock from 95,000,000 to 9,500,000. Following the Board
of Directors approval, on February 23, 2017, the Company filed
the certificate of amendment to the Companys 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 Amended and 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.
We held a special meeting of stockholders on February 23, 2017
(the Special Meeting). Of the 53,601,990 shares of our common
stock outstanding as the record date of December 27, 2016,
42,968,777 shares were represented at the Special Meeting, either
in person or by proxy, constituting approximately 80.16% 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. |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation. The amendment to the Companys Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board of Directors, (i) a reverse stock split of all of the outstanding shares of the Companys common stock and those shares held by the Company in treasury stock, if any, in a ratio of one-for-two, one-for-five, or one-for ten, with the final ratio to be determined by the Board of Directors, in its sole discretion, and (ii) a reduction in the total number of authorized shares of common stock from 95,000,000 to either 47,500,000, 19,000,000 or 9,500,000, based on the final stock split ratio determined by the Board of Directors, was approved based on the following results of voting: |
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 41,816,189 | 1,147,941 | 4,647 | ||||||||||||
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. TEARLAB CORPORATION (NASDAQ:TEAR) Recent Trading Information
TEARLAB CORPORATION (NASDAQ:TEAR) closed its last trading session down -0.05 at 5.20 with 234,098 shares trading hands.
