Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the effective time of the Merger (the "Effective Time") and pursuant to the
terms and conditions of the Merger Agreement, (a) each issued and outstanding
share of Company common stock and preferred stock that was then owned by Buyer,
Merger Sub, certain affiliate funds of
At the Effective Time, and pursuant to the terms and conditions of the Merger Agreement, each stock option of the Company that was outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, was cancelled without any consideration payable therefor and each holder of such stock options ceased to have any rights with respect to such stock options.
The foregoing description of the effects of the Merger and the Merger Agreement,
and the transactions contemplated thereby, does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the full text of
the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1
to the Company's Current Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
On
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
As a result of the Merger, each issued and outstanding share of Company common
stock and preferred stock immediately prior to the Effective Time (other than
(a) shares that were then owned by Buyer, Merger Sub, certain affiliate funds of
Item 5.01. Changes in Control of Registrant.
The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
On
The Company intends to file with the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms of the Merger Agreement, at the Effective Time, each of
the members of the Board of Directors of the Company,
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
In accordance with the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time, as adjusted pursuant to the Merger Agreement, became the certificate of incorporation and bylaws, respectively, of the Company.
Copies of the certificate of incorporation and bylaws of the Company as in effect at the Effective Time are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger, datedMay 11, 2020 , by and among Buyer, Merger Sub, and the Company, is incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with theSEC byTearLab Corporation onMay 11, 2020 . 3.1 Amended and Restated Certificate of Incorporation ofTearLab Corporation 3.2 Amended and Restated Bylaws ofTearLab Corporation 99.1 Press Release ofTearLab Corporation datedJuly 9, 2020
* Schedules and annexes have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule and/or annex will be furnished
supplementally to the
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