As filed with the Securities and Exchange Commission on March 30, 2012
Registration No. 333-175861
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Post-Effective
Amendment No. 1 to
FORM S-1
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REGISTRATION STATEMENT
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UNDER
THE SECURITIES ACT OF 1933
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TearLab Corporation
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(Exact name of Registrant as specified in its charter)
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Delaware
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3841
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59-3434771
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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7360 Carroll Road, Suite 200
San Diego, California 92121
1-888-677-8327
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(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
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Elias Vamvakas
Chief Executive Officer
TearLab Corporation
7360 Carroll Road, Suite 200
San Diego, California 92121
1-888-677-8327
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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Martin J. Waters, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130-3002
(858) 350-2300
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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Page | |
Prospectus Summary
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1
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Risk Factors
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5
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Forward-Looking Statements
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14
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Use Of Proceeds
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15
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Price Range of our Common Stock
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15
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Dividend Policy
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16
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Description of our Capital Stock
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16
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Selling Stockholders
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20
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Plan of Distribution
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24
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Legal Matters
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26
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Experts
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26
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Interests of Named Experts and Counsel
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26
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Limitation on Liability and Indemnification Matters
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26
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Where You Can Find More Information
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27
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Information Incorporated by Reference
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27
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pay in cash to the warrant holder an amount equal to such warrant holder’s total purchase price (including brokerage commissions, if any) for the shares of common stock purchased on the open market, at which point our obligation to deliver the shares of common stock underlying the portion of the warrants exercised will terminate; or
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promptly honor our obligation to deliver the shares of common stock underlying the portion of the warrants exercised and pay cash to the warrant holder in an amount equal to the excess (if any) of such warrant holder’s total purchase price (including brokerage commissions, if any, that are reasonably documented in such warrant holder’s request) for the shares of common stock purchased on the open market over the product of (A) the number of shares of common stock purchased on the open market, times (B) the closing bid price of a share of our common stock on the exercise date.
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Failure to file the registration statement with the SEC on or prior to the filing deadline.
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The registration statement is not declared effective by the SEC on or prior to the 90th day after the closing of the private placement (or the 120th day after the closing of the private placement if the SEC determines to review the registration statement).
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If, after the effective date of the registration statement, the registration statement ceases to remain continuously effective or the holders are not permitted to use the prospectus contained in the registration statement to resell the shares for more than an aggregate of 20 consecutive calendar days or 40 calendar days (which need not be consecutive days) during any 12-month period.
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Failure to satisfy the current public information requirement required under Rule 144 of the Securities Act of 1933, as amended.
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The SEC or any other federal or state governmental authority issues any stop order suspending the effectiveness of such registration statement.
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We receive any notification with respect to the suspension of the qualification or exemption from qualification of any of the shares for sale in any jurisdiction.
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The financial statements included in such registration statement are ineligible for inclusion in such registration statement for any reason or any statement made in such registration statement or the prospectus therein or any document incorporated therein by reference is untrue in any material respect.
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If there is any pending corporate development with respect to us that we believe may be material and that, in our determination, makes it not in our best interest to allow continued availability of the registration statement or the prospectus herein.
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our substantial leverage increases our vulnerability to economic downturns and adverse competitive and industry conditions and could place us at a competitive disadvantage compared to those of our competitors that are less leveraged;
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our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and our industry and could limit our ability to pursue other business opportunities, borrow more money for operations or capital in the future and implement our business strategies; and
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our level of debt may restrict us from raising additional financing on satisfactory terms to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and other general corporate requirements.
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Our clinical trials may not succeed. Clinical testing is expensive and can take longer than originally anticipated. The outcomes of clinical trials are uncertain, and failure can occur at any stage of the testing. We could encounter unexpected problems, which could result in a delay in efforts to complete clinical trials supporting our commercialization efforts.
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The TearLab® Osmolarity System is rated under a CLIA waiver certification which requires our customers to be certified under the CLIA waiver requirements, including certain parallel state requirements. If our customers are unwilling or unable to comply with such requirements, it could have an adverse effect on our ability to market the TearLab Osmolarity System in the United States.
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Our suppliers and we will be subject to numerous FDA requirements covering the design, testing, manufacturing, quality control, labeling, advertising, promotion and export of the TearLab Osmolarity System and other matters. If our suppliers or we fail to comply with these regulatory requirements, the TearLab Osmolarity System could be subject to restrictions or withdrawals from the market and we could become subject to penalties.
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Even though we were successful in obtaining the sought-after FDA approvals, we may be unable to commercialize the TearLab® Osmolarity System successfully in the United States. Successful commercialization will depend on a number of factors, including, among other things, achieving widespread acceptance of the TearLab Osmolarity System among physicians, establishing adequate sales and marketing capabilities, addressing competition effectively, the ability to obtain and enforce patents to protect proprietary rights from use by would-be competitors, key personnel retention and ensuring sufficient manufacturing capacity and inventory to support commercialization plans.
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adverse publicity, warning letters, fines, injunctions, consent decrees and civil penalties;
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repair, replacement, refunds, recall or seizure of our product;
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operating restrictions or partial suspension or total shutdown of production;
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delay or refusal of our requests for 510(k) clearance or premarket approval of new products or of new intended uses or modifications to our existing product;
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refusal to grant export approval for our products;
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withdrawing 510(k) clearances or premarket approvals that have already been granted; and
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criminal prosecution.
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evolving customer needs;
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the introduction of new products and technologies; and
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evolving industry standards.
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properly identify and anticipate customer needs;
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commercialize new products in a cost-effective and timely manner;
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manufacture and deliver products in sufficient volumes on time;
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obtain and maintain regulatory approval for such new products;
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differentiate our offerings from competitors’ offerings;
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achieve positive clinical outcomes; and
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provide adequate medical and/or consumer education relating to new products.
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the results of pre-clinical testing and clinical trials by us, our collaborators and/or our competitors;
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technological innovations or new diagnostic products;
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governmental regulations;
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developments in patent or other proprietary rights;
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litigation;
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public concern regarding the safety of products developed by us or others;
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comments by securities analysts;
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the issuance of additional shares to obtain financing or for acquisitions;
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general market conditions in our industry or in the economy as a whole; and
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political instability, natural disasters, war and/or events of terrorism.
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adversely affect the voting power of the holders of our common stock;
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make it more difficult for a third party to gain control of us;
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discourage bids for our common stock at a premium;
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limit or eliminate any payments that the holders of our common stock could expect to receive upon our liquidation; or
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otherwise adversely affect the market price or our common stock.
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Our future strategy, structure, and business prospects;
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The planned commercialization of our current product;
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The size and growth of the potential markets for our product and technology;
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The adequacy of current, and the development of new distributor, reseller, and supplier relationships, and our efforts to expand relationships with distributors and resellers in additional countries;
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Our anticipated expansion of United States and international sales and operations;
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Our ability to obtain and protect our intellectual property and proprietary rights;
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The results of our clinical trials;
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Our plan to continue to develop and execute our conference and podium strategy to ensure visibility and evidence-based positioning of the TearLab® Osmolarity System among eye care professionals;
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Our anticipated sales to additional customers in the United States since we obtained the CLIA waiver categorization;
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Our ability to obtain reimbursement for patient testing with the TearLab System;
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Our efforts to assist our customers in obtaining their CLIA waiver or providing them with support from certified professionals;
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The adequacy of our funding and our forecast of the period of time through which our financial resources will be adequate to support our operations; and
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Use of cash, cash needs and ability to raise capital.
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High
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Low
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Fiscal year ended December 31, 2012 (through March 19, 2012):
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First Quarter
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$ | 3.14 | $ | 1.07 | ||||
Fiscal year ended December 31, 2011:
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First Quarter
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$ | 2.90 | $ | 1.34 | ||||
Second Quarter
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2.20 | 1.62 | ||||||
Third Quarter
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2.05 | 0.88 | ||||||
Fourth Quarter
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2.25 | 0.78 | ||||||
Fiscal year ended December 31, 2010:
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First Quarter
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$ | 5.14 | $ | 0.90 | ||||
Second Quarter
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3.10 | 1.88 | ||||||
Third Quarter
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2.92 | 1.76 | ||||||
Fourth Quarter
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3.25 | 2.05 |
High
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Low
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Fiscal year ended December 31, 2012 (through March 19, 2012):
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First Quarter
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C$ | 3.10 | C$ | 1.10 | ||||
Fiscal year ended December 31, 2011:
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First Quarter
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C$ | 2.97 | C$ | 1.45 | ||||
Second Quarter
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2.12 | 1.48 | ||||||
Third Quarter
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2.00 | 0.95 | ||||||
Fourth Quarter
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2.26 | 0.75 | ||||||
Fiscal year ended December 31, 2010:
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First Quarter
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C$ | 5.16 | C$ | 1.02 | ||||
Second Quarter
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3.06 | 2.10 | ||||||
Third Quarter
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2.98 | 1.95 | ||||||
Fourth Quarter
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3.33 | 2.07 |
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pay in cash to the warrant holder an amount equal to such warrant holder’s total purchase price (including brokerage commissions, if any) for the shares of common stock purchased on the open market, at which point our obligation to deliver the shares of common stock underlying the portion of the warrants exercised will terminate; or
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promptly honor our obligation to deliver the shares of common stock underlying the portion of the warrants exercised and pay cash to the warrant holder in an amount equal to the excess (if any) of such warrant holder’s total purchase price (including brokerage commissions, if any, that are reasonably documented in such warrant holder’s request) for the shares of common stock purchased on the open market over the product of (A) the number of shares of common stock purchased on the open market, times (B) the closing bid price of a share of our common stock on the exercise date.
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Name of Beneficial Owner
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Shares
Beneficially
Owned
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Percentage
of Shares
Beneficially
Owned
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5% Stockholders:
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Eric Donsky (1)
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1,547,000 | 7.6 | % | |||||
RA Capital Management LLC (2)
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1,020,545 | 5.0 | % | |||||
DAFNA Capital Management, LLC (3)
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1,373,700 | 6.7 | % | |||||
Blackwell Partners, LLC (4) | 1,269,300 | 6.0 | % | |||||
Executive Officers and Directors:
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Elias Vamvakas (5)
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2,629,769 | 12.2 | % | |||||
William Dumencu (6)
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87,755 | * | ||||||
Stephen Zmina (7)
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93,709 | * | ||||||
Paul Karpecki (8)
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80,542 | * | ||||||
Richard Lindstrom (9)
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275,924 | 1.3 | % | |||||
Adrienne Graves (10)
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79,318 | * | ||||||
Donald Rindell (11)
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117,908 | * | ||||||
Anthony Altig (12)
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141,880 | * | ||||||
Brock Wright (13)
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684,472 | 3.3 | % | |||||
Thomas N. Davidson, Jr. (14)
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411,606 | 2.0 | % | |||||
Michael Lemp (15)
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322,039 | 1.6 | % | |||||
David C. Eldridge (16)
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242,949 | 1.2 | % | |||||
Duane Morrison (17)
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33,333 | * | ||||||
Michael Berg (18)
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117,780 | * | ||||||
Benjamin Sullivan (19)
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355,515 | 1.7 | % | |||||
Robert Walder (20)
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82,555 | * | ||||||
Tracy Puckett (21)
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120,262 | * | ||||||
All directors and executive officers as a group (17 people) (22)
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5,875,316 | 25.1 | % |
(*)
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Represents beneficial ownership of less than 1%.
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(1)
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Eric Donsky’s address is 11 N. Vista De Catalina, Laguna Beach, CA 92651.
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(2)
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RA Capital Management’s address is 20 Park Plaza, Suite 1200, Boston, MA 02116.
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(3)
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DAFNA Capital Management’s address is 10990 Wilshire Blvd., Suite 1400, Los Angeles, CA 90024.
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(4)
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Blackwell Partners, LLC's address is 406 Blackwell Street, Suite 300, Durham, NC 27701.
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(5)
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Includes (a) 1,082,247 shares subject to options exercisable within 60 days of February 15, 2012; (b) 1,033,486 shares held beneficially by Mr. Vamvakas through his relationship with Greybrook Corporation, which includes 19,375 shares subject to warrants exercisable within 60 days of February 15, 2012; (c) 294,028 shares held beneficially by Mr. Vamvakas through his relationship with Merchant Securities, Inc.; and (d) 220,008 shares held by Mr. Vamvakas, which includes 104,604 shares subject to warrants exercisable within 60 days of February 15, 2012.
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(6)
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Includes 87,755 shares subject to options exercisable within 60 days of February 15, 2012.
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(7)
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Includes 93,709 shares subject to options exercisable within 60 days of February 15, 2012.
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(8)
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Includes 74,542 shares subject to options exercisable within 60 days of February 15, 2012.
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(9)
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Includes 90,181 shares subject to options exercisable within 60 days of February 15, 2012, and 6,250 shares subject to warrants exercisable within 60 days of February 15, 2012.
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(10)
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Includes 79,189 shares subject to options exercisable within 60 days of February 15, 2012.
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(11)
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Includes 117,908 shares subject to options exercisable within 60 days of February 15, 2012.
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(12)
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Includes 86,880 shares subject to options exercisable within 60 days of February 15, 2012, and 27,500 shares subject to warrants exercisable within 60 days of February 15, 2012.
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(13)
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Includes 42,568 shares subject to options exercisable within 60 days of February 15, 2012, and 6,249 shares subject to warrants exercisable within 60 days of February 15, 2012.
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(14)
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Includes (a) 37,737 shares subject to options exercisable within 60 days of February 15, 2012; (b) 343,869 shares held beneficially by Mr. Davidson through his relationship with Cardinal Crest Partners, 7 Sunrise Cay, Key Largo, Florida 33037, which includes 100,000 shares subject to warrants exercisable within 60 days of February 15, 2012; and (c) 30,000 shares held by Mr. Davidson Jr., which includes 15,000 shares subject to warrants exercisable within 60 days of February 15, 2012.
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(15)
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Includes (a) 150,443 shares subject to options exercisable within 60 days of February 15, 2012; (b)171,596 shares held beneficially by Mr. Lemp through his relationship with his Family Trust.
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(16)
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Includes 105,441 shares subject to options exercisable within 60 days of February 15, 2012.
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(17)
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Includes 33,333 shares subject to options exercisable within 60 days of February 15, 2012.
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(18)
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Includes 93,709 shares subject to options exercisable within 60 days of February 15, 2012.
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(19)
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Includes 355,515 shares subject to options exercisable within 60 days of February 15, 2012.
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(20)
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Includes 80,111 shares subject to options exercisable within 60 days of February 15, 2012.
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(21)
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Includes 84,953 shares subject to options exercisable within 60 days of February 15, 2012.
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(22)
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See footnotes 5 through 21 inclusive.
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Name of Selling Stockholder
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Number of Shares of
Common Stock Owned
Prior to Offering(1)
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Shares
Sold in the
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Shares Issuable
Upon Exercise
of Warrants
Sold in the
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Number
of Shares
of Common
Stock Owned
After Offering
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Number(2)
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Percent(15)
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Offering
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Offering(15)
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Number(3)
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Percent
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Anthony E. Altig #
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141,880 | (4) | * | 27,500 | 27,500 | 86,880 | (5) | * | ||||||||||||||||
Blackwell Partners, LLC (17)
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1,269,300 | 6.0 | % | 634,650 | 634,650 | — | — | |||||||||||||||||
Cardinal Crest Holdings LLC (6)
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343,869 | 1.7 | % | 100,000 | 100,000 | 143,869 | * | |||||||||||||||||
Cranshire Capital LP (14)
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414,821 | (12) | 2.0 | % | 49,451 | 49,451 | 315,919 | (12) | 1.52 | % | ||||||||||||||
Dafna Lifescience LTD (18)
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796,800 | 3.8 | % | 398,400 | 398,400 | — | — | |||||||||||||||||
Dafna Lifescience Market Neutral LTD (18)
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357,200 | 1.7 | % | 178,600 | 178,600 | — | — | |||||||||||||||||
Dafna Lifescience Select LTD (18)
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1,593,400 | 7.5 | % | 796,700 | 796,700 | — | — | |||||||||||||||||
Deerfield Special Situations Fund International, Limited (19)
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502,748 | 2.4 | % | 251,374 | 251,374 | — | — | |||||||||||||||||
Deerfield Special Situations Fund L.P. (19)
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321,428 | 1.6 | % | 160,714 | 160,714 | — | — | |||||||||||||||||
Dennis Gonyea (20)
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43,956 | * | 21,978 | 21,978 | — | — | ||||||||||||||||||
Dorothy J. Hoel (21)
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38,460 | * | 19,230 | 19,230 | — | — | ||||||||||||||||||
E. Terry Skone Trustee / 2006 Amendment & Restatement E Terry Skone Rev Trust U/A dtd 11/30/05 (22)
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32,968 | * | 16,484 | 16,484 | — | — | ||||||||||||||||||
Elias Vamvakas # (11)
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2,629,769 | (7) | 12.2 | % | 104,604 | 104,604 | 2,420,561 | (8) | 11.2 | % | ||||||||||||||
Freestone Advantage Partners, LP (13)
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10,990 | * | 5,495 | 5,495 | — | — | ||||||||||||||||||
Gary A. Bergren (23)
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38,460 | * | 19,230 | 19,230 | — | — | ||||||||||||||||||
Iroquois Master Fund LTD (16)
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109,890 | * | 54,945 | 54,945 | — | — | ||||||||||||||||||
Preventive Cardiovascular Nurses Association (24)
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82,422 | * | 41,211 | 41,211 | — | — | ||||||||||||||||||
RA Capital Healthcare Fund, LP (25)
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1,478,100 | 7.0 | % | 739,050 | 739,050 | — | — | |||||||||||||||||
Richard R. Brock (11)
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274,726 | 1.3 | % | 137,363 | 137,363 | — | — | |||||||||||||||||
Robert G. Allison (26)
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109,890 | * | 54,945 | 54,945 | — | — | ||||||||||||||||||
Thomas Davidson, Jr. # (11)
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411,606 | (9) | 2.0 | % | 15,000 | 15,000 | 181,606 | (10) | * | |||||||||||||||
William H. Baxter Trustee / William H. Baxter Revocable Trust u/a dtd 7/3/96 (27)
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38,460 | * | 19,230 | 19,230 | — | — | ||||||||||||||||||
TOTAL
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3,846,154 | 3,846,154 |
#
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Messrs. Vamvakas, Altig and Davidson are each members of the Company’s board of directors. Mr. Vamvakas is also our chief executive officer.
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(*)
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Represents less than 1%.
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(1)
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Reflects 20,414,993 shares outstanding as of February 15, 2012.
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(2)
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Includes shares subject to warrants issued in the 2011 private placement.
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(3)
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Assumes sale of all shares and shares issuable upon exercise of warrants issued in the 2011 private placement.
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(4)
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Includes (a) 27,500 shares held by Mr. Altig; (b) 86,880 shares subject to options exercisable within 60 days of February 15, 2012; and (c) 27,500 shares subject to warrant exercisable June 30, 2011 held by Mr. Altig.
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(5)
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Includes (a) 86,880 shares subject to options exercisable within 60 days of February 15, 2012.
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(6)
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The address of Cardinal Crest Holdings LLC is 7 Sunrise Cay Drive, Key Largo, FL 33037. John C. Davidson exercises sole voting and dispositive power with respect to the shares held of record by Cardinal Crest Holdings LLC.
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(7)
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Includes (a) 115,404 shares held by Mr. Vamvakas; (b) 1,082,247 shares subject to options exercisable within 60 days of February 15, 2012; (c) 1,014,111 shares held beneficially by Mr. Vamvakas through his relationship with Greybrook Corporation; (d) 19,375 shares subject to warrant exercisable July 15, 2009 held beneficially by Mr. Vamvakas through his relationship with Greybrook Corporation; (e) 294,028 shares held beneficially by Mr. Vamvakas through his relationship with Marchant Securities, Inc.; and (f) 104,604 shares subject to warrant exercisable June 30, 2011 held by Mr. Vamvakas. Greybrook Corporation’s address is 5090 Explorer Drive, Suite 203, Mississauga, Ontario L4W 4T9. Marchant Securities, Inc.’s address is 10 Wanless Avenue, Toronto, Ontario M4N 3B7.
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(8)
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Includes (a) 10,800 shares held by Mr. Vamvakas; (b) 1,082,247 shares subject to options exercisable within 60 days of February 15, 2012; (c) 1,014,111 shares held beneficially by Mr. Vamvakas through his relationship with Greybrook Corporation; (d) 19,375 shares subject to warrant exercisable July 15, 2009 held beneficially by Mr. Vamvakas through his relationship with Greybrook Corporation; and (e) 294,028 shares held beneficially by Mr. Vamvakas through his relationship with Marchant Securities, Inc.
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(9)
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Includes (a) 15,000 shares held by Mr. Davidson; (b) 243,869 shares held by Mr. Davidson through his relationship with Cardinal Crest Partners; (c) 15,000 shares subject to warrant exercisable June 30, 2011 held by Mr. Davidson; (d) 100,000 shares subject to warrant exercisable June 30, 2011 held by Mr. Davidson through his relationship with Cardinal Crest Holdings, LLC; and (e) 37,737 shares subject to options exercisable within 60 days of February 15, 2012. The address for both Cardinal Crest Partners and Cardinal Crest Holdings, LLC is 7 Sunrise Cay, Key Largo, FL 33037.
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(10)
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Includes (a) 143,869 shares held by Mr. Davidson through his relationship with Cardinal Crest Partners; and (b) 37,737 shares subject to options exercisable within 60 days of February 15, 2012.
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(11)
|
Shares issued to Mr. Davidson, Mr. Brock and Mr. Vamvakas in the 2011 private placement are subject to Canadian securities laws and bear a restrictive legend that specifies that such securities may not be traded before the date that is four months and a day after June 30, 2011. This prospectus has not been filed in respect of, and will not qualify the distribution of such shares in any province or territory of Canada and the restrictive legend will remain on the certificates representing such shares until the specified date at which time the shares will become freely tradeable.
|
(12)
|
Includes 315,919 shares subject to warrants exercisable within 60 days of February 15, 2012.
|
(13)
|
The address of Freestone Advantage Partners, LP (“Freestone”) is 3100 Dundee Road, Suite 703, Northbrook, IL 60062. Downsview Capital, Inc. (“Downsview”) is the investment manager for a managed account of Freestone and consequently has voting control and investment discretion over securities held in such account. Mitchell P. Kopin (“Mr. Kopin”), President of Downsview, has voting control over Downsview. As a result, each of Mr. Kopin and Downsview may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares held in such account which are being registered hereunder.
|
(14)
|
The address of Cranshire Capital, LP (“Cranshire”) is 3100 Dundee Road, Suite 703, Northbrook, IL 60062. Downsview Capital, Inc. (“Downsview”) is the general partner of Cranshire and consequently has voting control and investment discretion over securities held by Cranshire. Mitchell P. Kopin (“Mr. Kopin”), President of Downsview, has voting control over Downsview. As a result of the foregoing, each of Mr. Kopin and Downsview may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of common stock beneficially owned by Cranshire.
|
(15)
|
The number of shares of common stock that may be acquired by a selling stockholder upon any exercise of the warrants acquired in the 2011 private placement is limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of common stock then beneficially owned by such selling stockholder and its affiliates and any other persons whose beneficial ownership of common stock would be aggregated with such selling stockholder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, does not exceed 4.999% of the total number of then issued and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise).
|
(16)
|
The address of Iroquois Master Fund LTD is 641 Lexington Avenue, 26th Floor, New York, NY 10022. Iroquois Capital Management L.L.C. ("Iroquois Capital") is the investment manager of IMF. Consequently, Iroquois Capital has voting control and investment discretion over securities held by IMF. As managing members of Iroquois Capital, Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of Iroquois Capital in its capacity as investment manager to IMF. As a result of the foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe disclaim such beneficial ownership.
|
(17)
|
The address of Blackwell Partners, LLC is 406 Blackwell Street, Suite 300, Durham, NC 27701. Neal Triplett exercises sole voting and dispositive power with respect to the shares held of record by Blackwell Partners, LLC.
|
(18)
|
The address of each of DAFNA LifeScience Select LTD, DAFNA LifeScience LTD and DAFNA LifeScience Market Neutral LTD (collectively, the “DAFNA Funds”) is 10990 Wilshire Blvd, Suite 1400, Los Angeles, CA 90024. Nathan Fischel and Fariba Ghohsian exercise voting and dispositive power with respect to the shares held of record by the DAFNA Funds. The DAFNA Funds are under common control and are deemed affiliates of one another.
|
(19)
|
The address of each of Deerfield Special Situations Fund L.P. and Deerfield Special Situations Fund International, Limited (collectively, the “Deerfield Funds”) is c/o Deerfield Management, 780 Third Avenue, 37th Floor, New York, NY 10017. James E. Flynn exercises sole voting and dispositive power with respect to the shares held of record by the Deerfield Funds. The Deerfield Funds are under common control and are deemed affiliates of one another.
|
(20)
|
The address of Dennis Gonyea is c/o Perkins Capital Management, 730 East Lake Street, Wayzata, MN 55391. Richard C. Perkins, as portfolio manager at Perkins Capital Management, Inc., has voting and investment control over the shares held by Dennis Gonyea. Mr. Perkins disclaims beneficial ownership of these shares.
|
(21)
|
The address of Dorothy J. Hoel is c/o Perkins Capital Management, 730 East Lake Street, Wayzata, MN 55391. Richard C. Perkins, as portfolio manager at Perkins Capital Management, Inc., has voting and investment control over the shares held by Dorothy J. Hoel. Mr. Perkins disclaims beneficial ownership of these shares.
|
(22)
|
The address of E. Terry Skone Trustee/2006 Amendment & Restatement E Terry Skone Rev Trust U/A dtd 11/30/05 is c/o Perkins Capital Management, 730 East Lake Street, Wayzata, MN 55391. Richard C. Perkins, as portfolio manager at Perkins Capital Management, Inc., has voting and investment control over the shares held by E. Terry Skone Trustee/2006 Amendment & Restatement E Terry Skone Rev Trust U/A dtd 11/30/05. Mr. Perkins disclaims beneficial ownership of these shares.
|
(23)
|
The address of Gary A. Bergren is c/o Perkins Capital Management, 730 East Lake Street, Wayzata, MN 55391. Richard C. Perkins, as portfolio manager at Perkins Capital Management, Inc., has voting and investment control over the shares held by Gary A. Bergren. Mr. Perkins disclaims beneficial ownership of these shares.
|
(24)
|
The address of Preventive Cardiovascular Nurses Association is c/o Perkins Capital Management, 730 East Lake Street, Wayzata, MN 55391. Richard C. Perkins, as portfolio manager at Perkins Capital Management, Inc., has voting and investment control over the shares held by Preventive Cardiovascular Nurses Association. Mr. Perkins disclaims beneficial ownership of these shares.
|
(25)
|
The address of RA Capital Healthcare Fund, LP is 20 Park Plaza, Suite 905, Boston, MA 02116. Peter Kolchinsky exercises sole voting and dispositive power with respect to the shares held of record by RA Capital Healthcare Fund, LP.
|
(26)
|
The address of Robert G. Allison is c/o Perkins Capital Management, 730 East Lake Street, Wayzata, MN 55391. Richard C. Perkins, as portfolio manager at Perkins Capital Management, Inc., has voting and investment control over the shares held by Robert G. Allison. Mr. Perkins disclaims beneficial ownership of these shares.
|
(27)
|
The address of William H. Baxter Trustee / William H. Baxter Revocable Trust u/a dtd 7/3/96 is c/o Perkins Capital Management, 730 East Lake Street, Wayzata, MN 55391. Richard C. Perkins, as portfolio manager at Perkins Capital Management, Inc., has voting and investment control over the shares held by William H. Baxter Trustee / William H. Baxter Revocable Trust u/a dtd 7/3/96. Mr. Perkins disclaims beneficial ownership of these shares.
|
·
|
on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
|
·
|
in the over-the-counter market;
|
·
|
in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
·
|
through the writing of options, whether such options are listed on an options exchange or otherwise;
|
·
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
·
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
·
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
·
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
·
|
privately negotiated transactions;
|
·
|
short sales;
|
·
|
through the distribution of the common stock by any selling stockholders to its partners, members or stockholders;
|
·
|
through one or more underwritten offerings on a firm commitment or best efforts basis;
|
·
|
sales pursuant to Rule 144;
|
·
|
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
·
|
a combination of any such methods of sale; and
|
·
|
any other method permitted pursuant to applicable law.
|
·
|
We shall indemnify our directors and officers for serving the Company in those capacities or for serving other business enterprises at the Company’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
|
·
|
We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
|
·
|
We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
|
·
|
We will not be obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification.
|
·
|
The rights conferred in the certificate of incorporation and bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons.
|
·
|
Our Annual Report on Form 10-K, as amended, for the year ended December 31, 2011;
|
·
|
Our Current Report on Form 8-K dated February 27, 2012; and
|
·
|
Our amended Definitive Proxy Statement dated May 20, 2011, in connection with the 2011 Annual Meeting of the Company’s Stockholders, and the description of the Company’s capital stock contained in its Registration Statement on Form 8-A, filed on November 17, 2004, all of which have been filed by the us with the Commission, are incorporated by reference in this prospectus.
|
SEC registration fee
|
$ | 1,598.60 | ||
Printing costs
|
3,000.00 | |||
Legal fees and expenses
|
10,000.00 | |||
Accounting fees and expenses
|
20,000.00 | |||
Miscellaneous
|
10,000.00 | |||
Total
|
$ | 44,598.60 |
·
|
The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
|
·
|
The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
|
·
|
The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
|
·
|
The Registrant will not be obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s Board of Directors or brought to enforce a right to indemnification.
|
·
|
The rights conferred in the certificate of incorporation and bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.
|
2011 Private Placement Security Holder
|
Number of
shares of
common stock
|
Number
of shares
of common
stock issuable
pursuant to
warrants issued
|
||||||
Anthony E. Altig
|
27,500 | 27,500 | ||||||
Blackwell Partners, LLC
|
634,650 | 634,650 | ||||||
Cardinal Crest Holdings LLC
|
100,000 | 100,000 | ||||||
Cranshire Capital LP
|
49,451 | 49,451 | ||||||
Dafna Lifescience LTD
|
398,400 | 398,400 | ||||||
Dafna Lifescience Market Neutral LTD
|
178,600 | 178,600 | ||||||
Dafna Lifescience Select LTD
|
796,700 | 796,700 | ||||||
Deerfield Special Situations Fund International, Limited
|
251,374 | 251,374 | ||||||
Deerfield Special Situations Fund L.P.
|
160,714 | 160,714 | ||||||
Dennis Gonyea
|
21,978 | 21,978 | ||||||
Dorothy J. Hoel
|
19,230 | 19,230 | ||||||
E. Terry Skone Trustee / 2006 Amendment & Restatement E Terry Skone Rev Trust U/A dtd 11/30/05
|
16,484 | 16,484 | ||||||
Elias Vamvakas
|
104,604 | 104,604 | ||||||
Freestone Advantage Partners, LP
|
5,495 | 5,495 | ||||||
Gary A. Bergren
|
19,230 | 19,230 | ||||||
Iroquois Master Fund LTD
|
54,945 | 54,945 | ||||||
Preventive Cardiovascular Nurses Association
|
41,211 | 41,211 | ||||||
RA Capital Healthcare Fund, LP
|
739,050 | 739,050 | ||||||
Richard R. Brock
|
137,363 | 137,363 | ||||||
Robert G. Allison
|
54,945 | 54,945 | ||||||
Thomas Davidson, Jr.
|
15,000 | 15,000 | ||||||
William H. Baxter Trustee / William H. Baxter Revocable Trust u/a dtd 7/3/96
|
19,230 | 19,230 | ||||||
TOTAL
|
3,846,154 | 3,846,154 |
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
||
2.1
|
Form of Plan of Reorganization.
|
Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1/A No. 4, filed with the Commission on December 6, 2004 (file no. 333-118024)
|
||
3.1
|
Restated Certificate of Incorporation of OccuLogix, Inc., filed with the Secretary of State of the State of Delaware on October 7, 2008.
|
Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
3.2
|
Amended and Restated By-Laws of the Registrant as currently in effect.
|
Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1/A No. 3, filed with the Commission on November 16, 2004 (file no. 333-118024)
|
||
3.3
|
Certificate of Amendment of OccuLogix, Inc., filed with the Secretary of State of the State of Delaware on October 7, 2008.
|
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
3.4
|
Certificate of Amendment of OccuLogix, Inc., filed with the Secretary of State of the State of Delaware on May 18, 2010.
|
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 19, 2010 (file no. 000-51030)
|
||
3.5
|
Certificate of Amendment of TearLab Corporation, filed with the Secretary of State of the State of Delaware on July 13, 2011.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2011 (file no. 000-51030)
|
||
4.1
|
Form of Common Stock Purchase Warrant Agreement
|
Exhibit A to the Registrant’s free writing prospectus filed with the Commission on March 17, 2010 (file no. 333-157269)
|
||
4.2
|
Form of Common Stock Purchase Warrant Agreement
|
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
|
Exhibit 5.1 to the Registrant's Registration Statement on Form S-1, filed with the Commission on July 28, 2011 (file no. 333-175861)
|
||
10.1
|
Series A Stock Purchase Agreement by and among TearLab, Inc. and the Registrant dated as of November 30, 2006.
|
Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030) (Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Commission upon request.)
|
||
10.2
|
Securities Purchase Agreement, dated as of February 1, 2007, by and among the Registrant and the investors listed on the Schedule of Investors attached thereto as Exhibit A.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 6, 2007 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.3
|
Employment Agreement between the Registrant and Suh Kim dated as of March 12, 2007.
|
Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.4
|
License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.5
|
Amendment No. 1, dated June 9, 2003, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003.
|
Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.6
|
Amendment No. 2, dated September 5, 2005, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.7
|
Amendment No. 3, dated July 7, 2006, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003.
|
Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.8
|
Amendment No. 4, dated October 9, 2006, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003.
|
Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.9
|
Terms of Business, dated February 5, 2007, between Invetech Pty Ltd. and TearLab, Inc.
|
Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.10
|
Amendment No. 5, dated June 29, 2007, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.11
|
Lease, dated October 17, 2005, between Penyork Properties III Inc. and the Registrant.
|
Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.12
|
Lease Amending Agreement, dated as of March 9, 2007, between the Registrant and 2600 Skymark Investments Inc., amending the Lease between Penyork Properties III Inc. and the Registrant dated October 17, 2005.
|
Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.13
|
2002 Stock Option Plan, as amended and restated on June 24, 2010.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 23, 2010 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.14
|
Manufacturing and Development Agreement, dated October 25, 2007, between MiniFAB (Aust) Pty Ltd and TearLab, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.15
|
First Amendment to Series A Preferred Stock Purchase Agreement, dated October 29, 2007, between TearLab, Inc. and the Registrant
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 9, 2007 (file no. 000-51030)
|
||
10.16
|
Research Agreement, dated as of December 13, 2007, between * and TearLab, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.17
|
Stock Purchase Agreement, dated as of December 19, 2007, between the Registrant and Solx Acquisition, Inc. (Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Commission upon request.)
|
Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.18
|
Amending Agreement, dated as of December 19, 2007, by and among the Registrant, Solx, Inc. and Peter M. Adams, acting for and on behalf of the Stockholder Representative Committee, amending the Agreement and Plan of Merger, dated as of August 1, 2006, by and among the Registrant, OccuLogix Mergeco, Inc., Solx, Inc. and Doug P. Adams, John Sullivan and Peter M. Adams, acting in each case, in his capacity as a member of the Stockholder Representative Committee referred to therein.
|
Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.19#
|
Termination Agreement, dated as of December 19, 2007, between Doug P. Adams and the Registrant, terminating the Employment Agreement between the Registrant and Doug P. Adams dated as of September 1, 2006.
|
Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.20
|
Limited Guaranty, dated as of December 19, 2007, by Doug P. Adams for the benefit of the Registrant.
|
Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.21
|
Security Agreement, dated as of December 19, 2007, by Solx, Inc. in favor of the Registrant.
|
Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.22
|
Letter Agreement, dated December 20, 2007, between the Registrant and Solx Acquisition, Inc.
|
Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.23#
|
Termination Agreement, dated as of January 4, 2008, between John Cornish and the Registrant, terminating the Employment Agreement between the Registrant and John Cornish dated as of April 1, 2005, as amended.
|
Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.24#
|
Termination Agreement, dated as of January 4, 2008, between Julie Fotheringham and the Registrant, terminating the Employment Agreement between the Registrant and Julie Fotheringham dated September 1, 2004.
|
Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.25#
|
Termination Agreement, dated as of January 4, 2008, between Stephen Parks and the Registrant, terminating the Employment Agreement between Stephen Parks and the Registrant dated as of October 4, 2005.
|
Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.26#
|
Termination Agreement, dated as of January 8, 2008, between David C. Eldridge and the Registrant, terminating the Employment Agreement between the Registrant and Dr. David Eldridge dated November 9, 2004.
|
Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.27#
|
Termination Agreement, dated as of January 31, 2008, between Nozhat Choudry and the Registrant, terminating the Employment Agreement between Nozhat Choudry and the Registrant, as amended.
|
Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.28#
|
Termination Agreement, dated as of January 31, 2008, between Stephen Kilmer and the Registrant, terminating the Employment Agreement between the Registrant and Stephen Kilmer dated July 30, 2004.
|
Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.29
|
Loan Agreement, dated as of February 19, 2008, by and among the Registrant, the Lenders named therein and Marchant Securities Inc.
|
Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.30
|
Share Pledge Agreement, dated as of February 19, 2008, by the Registrant in favor of Marchant Securities Inc., as collateral agent.
|
Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.31#
|
Employment Agreement, dated as of February 25, 2008, between the Registrant and William G. Dumencu.
|
Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.32#
|
Termination Agreement, dated as of February 25, 2008, between Asahi Kasei Kuraray Medical Co., Ltd. and the registrant.
|
Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.33#
|
Amending Agreement, dated as of March 3, 2008, between Nozhat Choudry and the Registrant, amending the Termination Agreement between Nozhat Choudry and the Registrant dated as of January 31, 2008.
|
Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.34#
|
Amending Agreement, dated as of March 3, 2008, between John Cornish and the Registrant, amending the Termination Agreement between John Cornish and the Registrant dated as of January 4, 2008.
|
Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.35#
|
Amending Agreement, dated as of March 3, 2008, between David C. Eldridge and the Registrant, amending the Termination Agreement between David C. Eldridge and the Registrant dated as of January 8, 2008.
|
Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.36#
|
Amending Agreement, dated as of March 3, 2008, between Julie Fotheringham and the Registrant, amending the Termination Agreement between Julie Fotheringham and the Registrant dated as of January 4, 2008.
|
Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.37#
|
Amending Agreement, dated as of March 3, 2008, between Stephen Parks and the Registrant, amending the Termination Agreement between Stephen Parks and the Registrant dated as of January 4, 2008.
|
Exhibit 10.58 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.38
|
Agreement and Plan of Merger and Reorganization, dated April 22, 2008, by and among the Registrant, OcuSense Acquireco, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.) (Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Commission upon request.)
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2008 (file no. 000-51030)
|
||
10.39
|
Amending Agreement, dated as of May 5, 2008, by and among the Registrant, the lenders listed on the Schedule of New Lenders attached there to as Exhibit A, the lenders listed the Schedule of Required Lenders attached thereto as Exhibit B and Marchant Securities Inc., amending the Loan Agreement, dated as of February 19, 2008, by and among the Registrant, the Lenders named therein and Marchant Securities Inc. and the Share Pledge Agreement, dated as of February 19, 2008, by the Registrant in favor of Marchant Securities Inc., as collateral agent.
|
Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2008 (file no. 000-51030)
|
||
10.40
|
Securities Purchase Agreement, dated as of May 19, 2008, by and among OccuLogix, Inc., Marchant Securities Inc. and the investors listed on the Schedule of Investors attached thereto as Exhibit A.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 21, 2008 (file no. 000-51030)
|
||
10.41
|
Amending Agreement by and among OccuLogix, Inc., Marchant Securities Inc. and the investor party thereto.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 28, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.42
|
Amending Agreement, dated as of July 28, 2008, by and among OccuLogix, Inc., OcuSense Acquireco, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.)
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 28, 2008 (file no. 000-51030)
|
||
10.43#
|
Second Amending Agreement, dated as of June 16, 2008, between John Cornish and the Registrant, amending the Termination Agreement between the Registrant and John Cornish dated as of January 4, 2008, as amended.
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.44#
|
Second Amending Agreement, dated as of June 16, 2008, between Julie Fotheringham and the Registrant, amending the Termination Agreement between the Registrant and Julie Fotheringham dated as of January 4, 2008, as amended.
|
Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.45#
|
Amending Agreement, dated as of June 16, 2008, between Stephen Kilmer and the Registrant, amending the Termination Agreement between the Registrant and Stephen Kilmer dated as of January 31, 2008.
|
Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.46#
|
Second Amending Agreement, dated as of June 16, 2008, between David C. Eldridge and the Registrant, amending the Termination Agreement between the Registrant and David C. Eldridge dated as of January 8, 2008, as amended.
|
Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.47#
|
Second Amending Agreement, dated as of June 16, 2008, between Stephen Parks and the Registrant, amending the Termination Agreement between the Registrant and Stephen Parks dated as of January 4, 2008, as amended.
|
Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.48#
|
Second Amending Agreement, dated as of June 19, 2008, between Nozhat Choudry and the Registrant, amending the Termination Agreement between the Registrant and Nozhat Choudry dated as of January 31, 2008, as amended.
|
Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.49#
|
Termination Agreement, dated as of June 30, 2008, between Thomas P. Reeves and the Registrant, terminating the Employment Agreement between the Registrant and Thomas P. Reeves dated as of August 1, 2004, as amended.
|
Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.50#
|
Third Amending Agreement, dated as of July 25, 2008, between John Cornish and the Registrant, amending the Termination Agreement between the Registrant and John Cornish dated as of January 4, 2008, as amended.
|
Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.51#
|
Third Amending Agreement, dated as of July 25, 2008, between Julie Fotheringham and the Registrant, amending the Termination Agreement between the Registrant and Julie Fotheringham dated as of January 4, 2008, as amended.
|
Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.52#
|
Second Amending Agreement, dated as of July 25, 2008, between Stephen Kilmer and the Registrant, amending the Termination Agreement between the Registrant and Stephen Kilmer dated as of January 31, 2008, as amended.
|
Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.53#
|
Third Amending Agreement, dated as of July 25, 2008, between David C. Eldridge and the Registrant, amending the Termination Agreement between the Registrant and David C. Eldridge dated as of January 8, 2008, as amended.
|
Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.54#
|
Third Amending Agreement, dated as of July 25, 2008, between Stephen Parks and the Registrant, amending the Termination Agreement between the Registrant and Stephen Parks dated as of January 4, 2008, as amended.
|
Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.55#
|
Third Amending Agreement, dated as of July 25, 2008, between Nozhat Choudry and the Registrant, amending the Termination Agreement between the Registrant and Nozhat Choudry dated as of January 31, 2008, as amended.
|
Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.56#
|
Amending Agreement, dated as of July 25, 2008, between Thomas P. Reeves and the Registrant, amending the Termination Agreement between the Registrant and Thomas P. Reeves dated as of June 30, 2008.
|
Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.57
|
Second Amending Agreement, dated as of July 28, 2008, by and among the Registrant, the lenders listed on the Schedule of Second New Lenders attached thereto as Exhibit A, the lenders listed on the Schedule of Required Lenders attached thereto as Exhibit B and Marchant Securities Inc., amending the Loan Agreement, dated as of February 19, 2008, by and among the Registrant, the lenders listed on the Schedule of Lenders attached thereto as Exhibit A and Marchant Securities Inc., as amended, and amending the Share Pledge Agreement, dated as of February 19, 2008, by the Registrant in favor of Marchant Securities Inc., as collateral agent, as amended.
|
Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.58
|
Loan Agreement, dated as of August 13, 2008, by and among OccuLogix, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.)
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 15, 2008 (file no. 000-51030)
|
||
10.59
|
Second Amending Agreement, dated as of October 6, 2008, by and among OccuLogix, Inc., OcuSense Acquireco, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.)
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
10.60
|
Second Amending Agreement, dated as of October 1, 2008, by and among OccuLogix, Inc., Marchant Securities Inc. and the investors listed on the Schedule of Investors attached thereto as Exhibit A.
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
10.61
|
Letter Agreement, dated January 8, 2010, amending the Capital Advisory Agreement with Greybrook Capital Inc.
|
Exhibit 10.1 to the Registrant’s Amendment to its Current Report on Form 8-K filed with the Commission on January 11, 2010 (file no. 000-51030)
|
||
10.62
|
Placement Agency Agreement, dated as of March 14, 2010, by and between the Company and Rodman & Renshaw, LLC.
|
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2010 (file no. 000-51030)
|
||
10.63
|
Securities Purchase Agreement, dated as of March 14, 2010, by and between the Company and certain investors.
|
Annex A to the Registrant’s free writing prospectus filed with the Commission on March 17, 2010 (file no. 333-157269)
|
||
10.64
|
Distribution Agreement, dated as of August 20, 2009, by and between the Company and Science with Vision, a Canadian corporation.
|
Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2010 (file no. 000-51030)
|
||
10.65
|
Capital Advisory Agreement with Greybrook Capital Inc., dated November 3, 2009
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 3, 2009 (file no. 000-51030)
|
||
10.66
|
Securities Purchase Agreement, dated as of July 15, 2009, by and between the Company and certain investors.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.67
|
Form of 12% Convertible Secured Note.
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
10.68
|
Security Agreement, dated July 15, 2009, by and between the Company and certain investors.
|
Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
10.69
|
Form of Director and Affiliate Letter Agreement.
|
Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
10.70
|
Cooperative Marketing Agreement with AMO Canada Company and Science with Vision, Inc., dated August 30, 2010. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 3, 2010 (file no. 000-51030)
|
||
10.71
|
Securities Purchase Agreement, dated as of June 23, 2011, by and between the Company and certain investors.
|
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 28, 2011 (file no. 000-51030)
|
||
10.72
|
Registration Rights Agreement, dated as of June 23, 2011, by and between the Company and certain investors.
|
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 28, 2011 (file no. 000-51030)
|
||
10.73
|
Form of Warrant, dated June 23, 2011.
|
Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 28, 2011 (file no. 000-51030)
|
||
10.74
|
Manufacturing and Development Agreement by and between TearLab Research, Inc. and MiniFAB (Aust) Pty Ltd, dated August 1, 2011. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Commission on August 5, 2011 (file no. 000-51030)
|
||
14.1
|
Code of Business Conduct and Ethics of the Registrant.
|
Exhibit 14.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 9, 2005 (file no. 000-51030)
|
||
14.2
|
Complaint and Reporting Procedures of the Registrant.
|
Exhibit 14.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 9, 2005 (file no. 000-51030)
|
||
21.1
|
Subsidiaries of Registrant.
|
Exhibit 21.1 to the Registrant's Registration Statement on Form S-1, filed with the Commission on July 28, 2011 (file no. 333-175861)
|
||
23.1
|
Consent of Wilson Sonsini Goodrich & Rosati, P.C.
|
Included in Exhibit 5.1.
|
||
23.2
|
Consent of Independent Registered Public Accounting Firm.
|
Filed herewith.
|
||
24.1
|
Power of Attorney.
|
Included on signature page.
|
#
|
Management compensatory plan, contract or arrangement
|
TearLab Corporation
|
|||
|
By:
|
/s/ ELIAS VAMVAKAS | |
Elias Vamvakas | |||
Chairman & Chief Executive Officer |
Title
|
Date
|
|||
/s/ Elias Vamvakas
|
Chairman and Chief Executive Officer
|
March 30, 2012
|
||
Elias Vamvakas
|
||||
/s/ William G. Dumencu
|
Chief Financial Officer
|
March 30, 2012
|
||
William G. Dumencu
|
||||
*
|
Director
|
March 30, 2012
|
||
Anthony Altig
|
||||
*
|
Director
|
March 30, 2012
|
||
Thomas N. Davidson, Jr.
|
||||
*
|
Director
|
March 30, 2012
|
||
Adrienne L. Graves
|
||||
*
|
Director
|
March 30, 2012
|
||
Richard L. Lindstrom
|
||||
*
|
Director
|
March 30, 2012
|
||
Donald Rindell
|
||||
*
|
Director
|
March 30, 2012
|
||
Paul Karpecki
|
||||
*
|
Director
|
March 30, 2012
|
||
Brock Wright
|
||||
* By: /s/ Elias Vamvakas
|
March 30, 2012
|
|||
Attorney-in-fact
|
||||
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
||
2.1
|
Form of Plan of Reorganization.
|
Exhibit 2.1 to the Registrant’s Registration Statement on Form S-1/A No. 4, filed with the Commission on December 6, 2004 (file no. 333-118024)
|
||
3.1
|
Restated Certificate of Incorporation of OccuLogix, Inc., filed with the Secretary of State of the State of Delaware on October 7, 2008.
|
Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
3.2
|
Amended and Restated By-Laws of the Registrant as currently in effect.
|
Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1/A No. 3, filed with the Commission on November 16, 2004 (file no. 333-118024)
|
||
3.3
|
Certificate of Amendment of OccuLogix, Inc., filed with the Secretary of State of the State of Delaware on October 7, 2008.
|
Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
3.4
|
Certificate of Amendment of OccuLogix, Inc., filed with the Secretary of State of the State of Delaware on May 18, 2010.
|
Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 19, 2010 (file no. 000-51030)
|
||
3.5
|
Certificate of Amendment of TearLab Corporation, filed with the Secretary of State of the State of Delaware on July 13, 2011.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2011 (file no. 000-51030)
|
||
4.1
|
Form of Common Stock Purchase Warrant Agreement
|
Exhibit A to the Registrant’s free writing prospectus filed with the Commission on March 17, 2010 (file no. 333-157269)
|
||
4.2
|
Form of Common Stock Purchase Warrant Agreement
|
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
|
Exhibit 5.1 to the Registrant's Registration Statement on Form S-1, filed with the Commission on July 28, 2011 (file no. 333-175861)
|
||
10.1
|
Series A Stock Purchase Agreement by and among TearLab, Inc. and the Registrant dated as of November 30, 2006.
|
Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030) (Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Commission upon request.)
|
||
10.2
|
Securities Purchase Agreement, dated as of February 1, 2007, by and among the Registrant and the investors listed on the Schedule of Investors attached thereto as Exhibit A.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 6, 2007 (file no. 000-51030)
|
||
10.3
|
Employment Agreement between the Registrant and Suh Kim dated as of March 12, 2007.
|
Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.4
|
License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.5
|
Amendment No. 1, dated June 9, 2003, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003.
|
Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.6
|
Amendment No. 2, dated September 5, 2005, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.7
|
Amendment No. 3, dated July 7, 2006, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003.
|
Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.8
|
Amendment No. 4, dated October 9, 2006, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003.
|
Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
|
||
10.9
|
Terms of Business, dated February 5, 2007, between Invetech Pty Ltd. and TearLab, Inc.
|
Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.10
|
Amendment No. 5, dated June 29, 2007, to the License Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.11
|
Lease, dated October 17, 2005, between Penyork Properties III Inc. and the Registrant.
|
Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.12
|
Lease Amending Agreement, dated as of March 9, 2007, between the Registrant and 2600 Skymark Investments Inc., amending the Lease between Penyork Properties III Inc. and the Registrant dated October 17, 2005.
|
Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.13
|
2002 Stock Option Plan, as amended and restated on June 24, 2010.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on July 23, 2010 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.14
|
Manufacturing and Development Agreement, dated October 25, 2007, between MiniFAB (Aust) Pty Ltd and TearLab, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.15
|
First Amendment to Series A Preferred Stock Purchase Agreement, dated October 29, 2007, between TearLab, Inc. and the Registrant
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 9, 2007 (file no. 000-51030)
|
||
10.16
|
Research Agreement, dated as of December 13, 2007, between * and TearLab, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.17
|
Stock Purchase Agreement, dated as of December 19, 2007, between the Registrant and Solx Acquisition, Inc. (Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Commission upon request.)
|
Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.18
|
Amending Agreement, dated as of December 19, 2007, by and among the Registrant, Solx, Inc. and Peter M. Adams, acting for and on behalf of the Stockholder Representative Committee, amending the Agreement and Plan of Merger, dated as of August 1, 2006, by and among the Registrant, OccuLogix Mergeco, Inc., Solx, Inc. and Doug P. Adams, John Sullivan and Peter M. Adams, acting in each case, in his capacity as a member of the Stockholder Representative Committee referred to therein.
|
Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.19#
|
Termination Agreement, dated as of December 19, 2007, between Doug P. Adams and the Registrant, terminating the Employment Agreement between the Registrant and Doug P. Adams dated as of September 1, 2006.
|
Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.20
|
Limited Guaranty, dated as of December 19, 2007, by Doug P. Adams for the benefit of the Registrant.
|
Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.21
|
Security Agreement, dated as of December 19, 2007, by Solx, Inc. in favor of the Registrant.
|
Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.22
|
Letter Agreement, dated December 20, 2007, between the Registrant and Solx Acquisition, Inc.
|
Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.23#
|
Termination Agreement, dated as of January 4, 2008, between John Cornish and the Registrant, terminating the Employment Agreement between the Registrant and John Cornish dated as of April 1, 2005, as amended.
|
Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.24#
|
Termination Agreement, dated as of January 4, 2008, between Julie Fotheringham and the Registrant, terminating the Employment Agreement between the Registrant and Julie Fotheringham dated September 1, 2004.
|
Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.25#
|
Termination Agreement, dated as of January 4, 2008, between Stephen Parks and the Registrant, terminating the Employment Agreement between Stephen Parks and the Registrant dated as of October 4, 2005.
|
Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.26#
|
Termination Agreement, dated as of January 8, 2008, between David C. Eldridge and the Registrant, terminating the Employment Agreement between the Registrant and Dr. David Eldridge dated November 9, 2004.
|
Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.27#
|
Termination Agreement, dated as of January 31, 2008, between Nozhat Choudry and the Registrant, terminating the Employment Agreement between Nozhat Choudry and the Registrant, as amended.
|
Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.28#
|
Termination Agreement, dated as of January 31, 2008, between Stephen Kilmer and the Registrant, terminating the Employment Agreement between the Registrant and Stephen Kilmer dated July 30, 2004.
|
Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.29
|
Loan Agreement, dated as of February 19, 2008, by and among the Registrant, the Lenders named therein and Marchant Securities Inc.
|
Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.30
|
Share Pledge Agreement, dated as of February 19, 2008, by the Registrant in favor of Marchant Securities Inc., as collateral agent.
|
Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.31#
|
Employment Agreement, dated as of February 25, 2008, between the Registrant and William G. Dumencu.
|
Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.32#
|
Termination Agreement, dated as of February 25, 2008, between Asahi Kasei Kuraray Medical Co., Ltd. and the registrant.
|
Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.33#
|
Amending Agreement, dated as of March 3, 2008, between Nozhat Choudry and the Registrant, amending the Termination Agreement between Nozhat Choudry and the Registrant dated as of January 31, 2008.
|
Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.34#
|
Amending Agreement, dated as of March 3, 2008, between John Cornish and the Registrant, amending the Termination Agreement between John Cornish and the Registrant dated as of January 4, 2008.
|
Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.35#
|
Amending Agreement, dated as of March 3, 2008, between David C. Eldridge and the Registrant, amending the Termination Agreement between David C. Eldridge and the Registrant dated as of January 8, 2008.
|
Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.36#
|
Amending Agreement, dated as of March 3, 2008, between Julie Fotheringham and the Registrant, amending the Termination Agreement between Julie Fotheringham and the Registrant dated as of January 4, 2008.
|
Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.37#
|
Amending Agreement, dated as of March 3, 2008, between Stephen Parks and the Registrant, amending the Termination Agreement between Stephen Parks and the Registrant dated as of January 4, 2008.
|
Exhibit 10.58 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)
|
||
10.38
|
Agreement and Plan of Merger and Reorganization, dated April 22, 2008, by and among the Registrant, OcuSense Acquireco, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.) (Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Commission upon request.)
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2008 (file no. 000-51030)
|
||
10.39
|
Amending Agreement, dated as of May 5, 2008, by and among the Registrant, the lenders listed on the Schedule of New Lenders attached there to as Exhibit A, the lenders listed the Schedule of Required Lenders attached thereto as Exhibit B and Marchant Securities Inc., amending the Loan Agreement, dated as of February 19, 2008, by and among the Registrant, the Lenders named therein and Marchant Securities Inc. and the Share Pledge Agreement, dated as of February 19, 2008, by the Registrant in favor of Marchant Securities Inc., as collateral agent.
|
Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2008 (file no. 000-51030)
|
||
10.40
|
Securities Purchase Agreement, dated as of May 19, 2008, by and among OccuLogix, Inc., Marchant Securities Inc. and the investors listed on the Schedule of Investors attached thereto as Exhibit A.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 21, 2008 (file no. 000-51030)
|
||
10.41
|
Amending Agreement by and among OccuLogix, Inc., Marchant Securities Inc. and the investor party thereto.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 28, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.42
|
Amending Agreement, dated as of July 28, 2008, by and among OccuLogix, Inc., OcuSense Acquireco, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.)
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 28, 2008 (file no. 000-51030)
|
||
10.43#
|
Second Amending Agreement, dated as of June 16, 2008, between John Cornish and the Registrant, amending the Termination Agreement between the Registrant and John Cornish dated as of January 4, 2008, as amended.
|
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.44#
|
Second Amending Agreement, dated as of June 16, 2008, between Julie Fotheringham and the Registrant, amending the Termination Agreement between the Registrant and Julie Fotheringham dated as of January 4, 2008, as amended.
|
Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.45#
|
Amending Agreement, dated as of June 16, 2008, between Stephen Kilmer and the Registrant, amending the Termination Agreement between the Registrant and Stephen Kilmer dated as of January 31, 2008.
|
Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.46#
|
Second Amending Agreement, dated as of June 16, 2008, between David C. Eldridge and the Registrant, amending the Termination Agreement between the Registrant and David C. Eldridge dated as of January 8, 2008, as amended.
|
Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.47#
|
Second Amending Agreement, dated as of June 16, 2008, between Stephen Parks and the Registrant, amending the Termination Agreement between the Registrant and Stephen Parks dated as of January 4, 2008, as amended.
|
Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.48#
|
Second Amending Agreement, dated as of June 19, 2008, between Nozhat Choudry and the Registrant, amending the Termination Agreement between the Registrant and Nozhat Choudry dated as of January 31, 2008, as amended.
|
Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.49#
|
Termination Agreement, dated as of June 30, 2008, between Thomas P. Reeves and the Registrant, terminating the Employment Agreement between the Registrant and Thomas P. Reeves dated as of August 1, 2004, as amended.
|
Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.50#
|
Third Amending Agreement, dated as of July 25, 2008, between John Cornish and the Registrant, amending the Termination Agreement between the Registrant and John Cornish dated as of January 4, 2008, as amended.
|
Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.51#
|
Third Amending Agreement, dated as of July 25, 2008, between Julie Fotheringham and the Registrant, amending the Termination Agreement between the Registrant and Julie Fotheringham dated as of January 4, 2008, as amended.
|
Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.52#
|
Second Amending Agreement, dated as of July 25, 2008, between Stephen Kilmer and the Registrant, amending the Termination Agreement between the Registrant and Stephen Kilmer dated as of January 31, 2008, as amended.
|
Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.53#
|
Third Amending Agreement, dated as of July 25, 2008, between David C. Eldridge and the Registrant, amending the Termination Agreement between the Registrant and David C. Eldridge dated as of January 8, 2008, as amended.
|
Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.54#
|
Third Amending Agreement, dated as of July 25, 2008, between Stephen Parks and the Registrant, amending the Termination Agreement between the Registrant and Stephen Parks dated as of January 4, 2008, as amended.
|
Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.55#
|
Third Amending Agreement, dated as of July 25, 2008, between Nozhat Choudry and the Registrant, amending the Termination Agreement between the Registrant and Nozhat Choudry dated as of January 31, 2008, as amended.
|
Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.56#
|
Amending Agreement, dated as of July 25, 2008, between Thomas P. Reeves and the Registrant, amending the Termination Agreement between the Registrant and Thomas P. Reeves dated as of June 30, 2008.
|
Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.57
|
Second Amending Agreement, dated as of July 28, 2008, by and among the Registrant, the lenders listed on the Schedule of Second New Lenders attached thereto as Exhibit A, the lenders listed on the Schedule of Required Lenders attached thereto as Exhibit B and Marchant Securities Inc., amending the Loan Agreement, dated as of February 19, 2008, by and among the Registrant, the lenders listed on the Schedule of Lenders attached thereto as Exhibit A and Marchant Securities Inc., as amended, and amending the Share Pledge Agreement, dated as of February 19, 2008, by the Registrant in favor of Marchant Securities Inc., as collateral agent, as amended.
|
Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 11, 2008 (file no. 000-51030)
|
||
10.58
|
Loan Agreement, dated as of August 13, 2008, by and among OccuLogix, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.)
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 15, 2008 (file no. 000-51030)
|
||
10.59
|
Second Amending Agreement, dated as of October 6, 2008, by and among OccuLogix, Inc., OcuSense Acquireco, Inc. and TearLab, Inc. (formerly known as OcuSense, Inc.)
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
10.60
|
Second Amending Agreement, dated as of October 1, 2008, by and among OccuLogix, Inc., Marchant Securities Inc. and the investors listed on the Schedule of Investors attached thereto as Exhibit A.
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)
|
||
10.61
|
Letter Agreement, dated January 8, 2010, amending the Capital Advisory Agreement with Greybrook Capital Inc.
|
Exhibit 10.1 to the Registrant’s Amendment to its Current Report on Form 8-K filed with the Commission on January 11, 2010 (file no. 000-51030)
|
||
10.62
|
Placement Agency Agreement, dated as of March 14, 2010, by and between the Company and Rodman & Renshaw, LLC.
|
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2010 (file no. 000-51030)
|
||
10.63
|
Securities Purchase Agreement, dated as of March 14, 2010, by and between the Company and certain investors.
|
Annex A to the Registrant’s free writing prospectus filed with the Commission on March 17, 2010 (file no. 333-157269)
|
||
10.64
|
Distribution Agreement, dated as of August 20, 2009, by and between the Company and Science with Vision, a Canadian corporation.
|
Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2010 (file no. 000-51030)
|
||
10.65
|
Capital Advisory Agreement with Greybrook Capital Inc., dated November 3, 2009
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 3, 2009 (file no. 000-51030)
|
||
10.66
|
Securities Purchase Agreement, dated as of July 15, 2009, by and between the Company and certain investors.
|
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
Exhibit Number
|
Exhibit Description
|
Incorporated by Reference
|
10.67
|
Form of 12% Convertible Secured Note.
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
10.68
|
Security Agreement, dated July 15, 2009, by and between the Company and certain investors.
|
Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
10.69
|
Form of Director and Affiliate Letter Agreement.
|
Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)
|
||
10.70
|
Cooperative Marketing Agreement with AMO Canada Company and Science with Vision, Inc., dated August 30, 2010. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 3, 2010 (file no. 000-51030)
|
||
10.71
|
Securities Purchase Agreement, dated as of June 23, 2011, by and between the Company and certain investors.
|
Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 28, 2011 (file no. 000-51030)
|
||
10.72
|
Registration Rights Agreement, dated as of June 23, 2011, by and between the Company and certain investors.
|
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 28, 2011 (file no. 000-51030)
|
||
10.73
|
Form of Warrant, dated June 23, 2011.
|
Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 28, 2011 (file no. 000-51030)
|
||
10.74
|
Manufacturing and Development Agreement by and between TearLab Research, Inc. and MiniFAB (Aust) Pty Ltd, dated August 1, 2011. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|
Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Commission on August 5, 2011 (file no. 000-51030)
|
||
14.1
|
Code of Business Conduct and Ethics of the Registrant.
|
Exhibit 14.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 9, 2005 (file no. 000-51030)
|
||
14.2
|
Complaint and Reporting Procedures of the Registrant.
|
Exhibit 14.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on August 9, 2005 (file no. 000-51030)
|
||
21.1
|
Subsidiaries of Registrant.
|
Exhibit 21.1 to the Registrant's Registration Statement on Form S-1, filed with the Commission on July 28, 2011 (file no. 333-175861)
|
||
23.1
|
Consent of Wilson Sonsini Goodrich & Rosati, P.C.
|
Included in Exhibit 5.1.
|
||
23.2
|
Consent of Independent Registered Public Accounting Firm.
|
Filed herewith.
|
||
24.1
|
Power of Attorney.
|
Included on signature page.
|
#
|
Management compensatory plan, contract or arrangement
|