Mr. Stephen Kilmer reports

TEARLAB ANNOUNCES $17.3 MILLION REGISTERED PUBLIC OFFERING

TearLab Corp. has priced a public offering of the company's common stock, resulting in total gross proceeds of approximately $17.3-million. The offering is expected to close on or about May 9, 2016, subject to satisfaction of customary closing conditions.

The offering was priced at 75 cents per share of common stock (or common stock equivalent), with each share of common stock coupled with a warrant to purchase one-half of one share of common stock.

The warrants have an exercise price of $1.125 per share, are exercisable 12 months from the date of issuance, provided that the company has sufficient authorized capital to allow all of the warrants to be exercised in full by the holders, and will expire on the fifth anniversary of the date they become exercisable. The company plans to file a registration statement to cover the common stock underlying the warrants upon the 12-month anniversary, assuming the company has a sufficient number of authorized shares of its common stock to issue shares pursuant to any exercise of the warrants.

Rodman & Renshaw, a unit of H.C. Wainwright & Co., acted as the sole book runner in connection with the offering.

TearLab intends to use the net proceeds from the offering for commercialization, working capital and general corporate purposes.

We seek Safe Harbor.