SAN DIEGO, Nov. 30, 2017 (GLOBE NEWSWIRE) -- TearLab Corporation (OTCQB:TEAR) (TSX:TLB) (“TearLab” or the “Company”), today announced that it is launching a registered direct offering to raise gross proceeds of approximately $3.0 million, prior to any placement agent commissions and other offering-related expenses.
Subject to obtaining the Toronto Stock Exchange (“TSX”) approval as described below, the closing of the sale of the securities will not require any further approval of the Company’s stockholders and is expected to take place on or about December 8, 2017, subject to the satisfaction of customary closing conditions. The Company plans to use the proceeds of this offering for general corporate purposes, including the development and completion of the U.S. Food and Drug Administration 510(k) filing for the TearLab Discovery™ System, capital expenditures, and working capital needed to satisfy debt covenants.
A registration statement on Form S-1 relating to these securities was declared effective by the Securities and Exchange Commission (SEC) on November 27, 2017. This offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC. Copies of the preliminary prospectus and, when available, copies of the final prospectus relating to the offering may be obtained for free by visiting the SEC's website at www.sec.gov or at the Company’s website, www.tearlab.com, under the Investors tab.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Toronto Stock Exchange Financial Hardship Exemption
The offering is designed to improve the Company’s financial situation, was negotiated at arm’s length, and was considered by the board of directors of TearLab (“Board”), all of whom are free from any interest in the offering and unrelated to the parties involved in the offering. In connection with its application to TSX, the Board determined that the Company is in serious financial difficulty and, after consultation with its legal and financial advisors that the offering is reasonable for the Company in the circumstances and is in the best interests of the Company.
For the reasons above, the Company has applied to TSX pursuant to the “financial hardship” provisions of section 604(e) of the TSX Company Manual for an exemption from the requirement under section 607(e) of the TSX Company Manual to obtain specific stockholder approval for the offering. The completion of the offering is subject to the acceptance of notice of the offering by TSX with an exemption from the requirement to obtain stockholder approval pursuant to the aforementioned section 604(e).
Remedial Delisting Review
As a consequence of relying upon the financial hardship exemption under Section 604(e) of the TSX Company Manual, TearLab expects that the TSX will commence a remedial delisting review, which is normal practice when a listed issuer seeks to rely on this exemption. No assurance can be provided as to the outcome of such review, and therefore, the Company’s continued qualification for listing on the TSX.
About TearLab Corporation
TearLab Corporation (www.tearlab.com) develops and markets lab-on-a-chip technologies that enable eye care practitioners to improve standard of care by objectively and quantitatively testing for disease markers in tears at the point-of-care. The TearLab Osmolarity Test, for diagnosing Dry Eye Disease, is the first assay developed for the award-winning TearLab Osmolarity System. TearLab Corporation's common shares trade on the OTCQB Market under the symbol “TEAR” and on the Toronto Stock Exchange under the symbol “TLB”.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws. Forward-looking statements include, among others, statements concerning the ability to finalize and close the offering noted in the press release as well as the impact the offering might have on the trading and liquidity of its stock. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements. Forward-looking statements are based on management’s current, preliminary expectations and are subject to various risks and uncertainties. Many factors, risks and uncertainties may cause our actual results to differ materially from forward-looking statements, including the factors, risks, and uncertainties detailed in our filings with the Securities and Exchange Commission and Canadian securities regulatory authorities, including but not limited to our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 10, 2017,and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 13, 2017. We do not undertake to update any forward-looking statements except as required by law.
The Ruth Group