UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 10, 2017

TEARLAB CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-51030	59-343-4771
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9980 Huennekens St., Ste 100

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(858) 455-6006

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item  3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of    Listing.

On May 10, 2017, Tearlab Corporation (the “Company”) received a letter (the “Letter”) from the Nasdaq Listing Qualifications Staff (the “Staff”) indicating that, based upon the Company’s continued non-compliance with Nasdaq Listing Rule 5550(b)(2), which requires an issuer to maintain a minimum market value of listed securities (“MVLS”) of $35 million, the Company’s securities would be subject to delisting from The Nasdaq Capital Market unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”). The Company intends to timely request a hearing before the Panel, which will stay any delisting action by the Staff.

As previously disclosed in the Company’s Current Report on Form 8-K filed on November 8, 2016, the Company received notice from Nasdaq indicating that the Company did not satisfy Nasdaq Listing Rule 5550(b)(2), insofar as the Company’s MVLS had closed below $35 million for the previous 30 consecutive business days, and in accordance with the Nasdaq Listing Rules, the Company had been provided a 180-day grace period within which to regain compliance with that requirement, through May 8, 2017.

At the hearing, the Company intends to present its plan to demonstrate compliance with the MVLS requirement and to request an extension of time within which to do so. There can be no assurance that the Panel will grant the Company’s request for continued listing pursuant to an exception to the MVLS requirement or that the Company will be able to regain compliance with MLVS requirement within any extension of time granted by the Panel.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TEARLAB CORPORATION
By:	/s/ Wes Brazell
	Wes Brazell Chief Financial Officer

Date: May 15, 2017