Accelmed Partners II, fund managed by Accelmed Fund (Accelmed Partners) entered into term sheet to acquire TearLab Corporation (OTCPK:TEAR) for $0.74 million on March 2, 2020. Accelmed Partners II, fund managed by Accelmed Fund (Accelmed Partners) entered into an agreement to acquire TearLab Corporation for $0.74 million on May 11, 2020. The consideration includes an amount equal to $0.0586 per share in cash. The terms of the merger agreement also provide that each stock option of TearLab Corporation that is outstanding and unexercised immediately prior to the Effective Time will be cancelled. The terms of the Merger Agreement also provide that each warrant to purchase stock of the Company will be cancelled and terminated and of no further force or effect. Accelmed will also pay $5 million to CRG L.P in accordance with the CRG Credit Agreement Amendment on account of the CRG Closing Partial Repayment. Accelmed Partners has also agreed to an investment of $25 million over two tranches that will occur in conjunction with TearLab Corporation delisting from the “over the counter” OTCQB market and TearLab and its senior secured lender, CR Group, has agreed to restructure the terms of TearLab Corporation’s outstanding senior secured indebtedness. Post transaction, TearLab will be a private company and wholly owned subsidiary of Accelmed Partners. The merger agreement may be terminated if the Merger is not completed by August 31, 2020. Proceeds from the AP-II investment will be used to pay down a portion of TearLab’s existing debt, and fund both organic and inorganic growth opportunities. With the capital provided through this transaction, TearLab will pursue continued development of its next generation Discovery platform as well as seek out targeted acquisition opportunities. In case of termination TearLab Corporation will be obligated to pay Accelmed Partners a termination fee of $500,000. Additionally, Accelmed Partners will have the right to terminate the Merger Agreement under certain circumstances in connection with its due diligence findings or, subject to the payment to TearLab Corporation of a termination fee of $500,000. As per filing on June 8, 2020, Since the Written Consent has been delivered to Accelmed Partners, TearLab is no longer at risk of paying Buyer such $500,000 termination fee. As part of the transaction, Uri Geiger, Founder and Managing Partner of Accelmed Partners will become Chairman of the Board and Accelmed Partners’ General Partner, Lior Shav, who led the transaction, will join the TearLab Corporation’s Board of Directors. Seph Jensen, TearLab’s Chief Executive Officer, will remain a Board member. The transaction is subject to TearLab Corporation’s requisite stockholder vote, consents, authorizations, clearances, orders and approvals from the governmental authorities, resignations of Directors and Officers of TearLab, free cash at closing shall be no less than $3.5 million, key employees employment agreements being in full force and effect as of the closing,  the dissenting shares, if any, shall be no more than 5% of TearLab capital stock issued and outstanding as of immediately prior to the effective time, Accelmed shall have received from TearLab no later than the date the condition set forth in section 6.1.4 has been satisfied, reasonable written evidence to the effect that TearLab warrants have been or will be cancelled and terminated and of no further force or effect no later than the effective time. The merger agreement have been unanimously approved by the board of directors of TearLab and the Board has recommended TearLab shareholders approve the acquisition. On May 13, 2020, TearLab stockholders holding approximately 50.1% of the outstanding shares of TearLab Common Stock and TearLab Preferred Stock on an as-converted basis, including CRG (the “Voting Stockholders”), executed and delivered a written consent adopting and approving the merger agreement. The transaction is not subject to any financing condition. The transaction is expected to close in the second quarter of 2020. Marty Waters, Rob Ishii and Rich Mullen of Wilson Sonsini Goodrich & Rosati P.C. served as legal advisors to TearLab Corporation. Ben Strauss of McDermott Will & Emery LLP served as legal advisor to Accelmed Partners. Ladenburg Thalmann & Co. Inc. acted as financial advisor and fairness opinion provider for TearLab. Accelmed Partners II, fund managed by Accelmed Fund (Accelmed Partners) completed the acquisition of TearLab Corporation (OTCPK:TEAR) on July 9, 2020. Trading of TearLab Corporation's common stock on the OTCQB, which traded under the symbol “TEAR", was suspended as of the close of trading on July 9, 2020. Joseph Jensen, Elias Vamvakas, Richard Lindstrom, Anthony Altig and Paul Karpecki have resigned from the board of TearLab Corporation.