Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Temporary Reduction in Base Salaries for Named Executive Officers
On April 16, 2020, in response to changing conditions resulting from
the COVID-19 pandemic, the named executive officers of TearLab Corporation (the
"Company"), Elias Vamvakas, Joseph Jensen and Michael Marquez, have voluntarily
decided, and the Company's Board of Directors has acknowledged and accepted, to
temporarily reduce their base salaries by 25% effective immediately and suspend
the payment of the amounts so reduced through the duration of the federally
imposed social distancing/economic shut down restrictions, as such date is
determined by the Company. If such federally imposed restrictions continue
beyond June 30, 2020, the Company's Board of Directors and/or Compensation
Committee will revisit compensation determinations with respect to the base
salaries of the named executive officers.
Item 8.01 Other Events
Temporary Furlough and Reduction in Base Salaries for Other Employees
Also on April 16, 2020, to help mitigate the financial impact of COVID-19, the
Company's Board of Directors approved temporarily furloughing 15 employees and
reducing salaries for all other employees effective immediately through the
duration of the federally imposed social distancing/economic shut down
restrictions, as such date is determined by the Company. If such federally
imposed restrictions continue beyond June 30, 2020, the Company will revisit
compensation determinations with respect to furloughs and the base salaries of
employees.
Reliance on SEC Relief from Filing Requirements
The Company is providing the following update on its business operations. As
result of the global outbreak of the COVID-19 virus, the Company has evaluated
its ongoing effort to prepare and file its quarterly report on Form 10-Q for the
quarter ended March 31, 2020. Certain Company officers and management as well as
professional staff and consultants are unable to conduct work required to
prepare our financial report for the quarter ended March 31, 2020 due to the
disruption in business operations and inability to access the office.
As a result, the Company is unable to compile and review certain information
required in order to permit the Company to file a timely and accurate quarterly
report on Form 10-Q for its quarter ended March 31, 2019 by the prescribed date
without unreasonable effort or expense due to circumstances related to COVID-19.
On March 25, 2020 the Securities and Exchange Commission (the "SEC") issued an
Order under Section 36 (Release No. 34-88465) of the Securities Exchange Act of
1934 ("Exchange Act") granting exemptions from specified provisions of the
Exchange Act and certain rules thereunder (the "Order"). The Order provides that
a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting
requirements of Exchange Act Section 13(a) or 15(d), and any person required to
make any filings with respect to such a registrant, is exempt from any
requirement to file or furnish materials with the Commission under Exchange Act
Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A,
Regulation 13D-G (except for those provisions mandating the filing of Schedule
13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules
13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
The Company is relying on this Order to delay the filing of its quarterly report
on Form 10-Q for the quarter ended March 31, 2020 and expects to file its
quarterly report on Form 10-Q no later than 45 days after May 15, 2020.
In light of recent developments relating to the COVID-19 global pandemic, the
Company is supplementing the risk factors previously disclosed in Item 1A. of
its Annual Report on Form 10-K for the year ended December 31, 2019, as filed
with the Securities and Exchange Commission on March 6, 2020, to include the
following risk factor under the heading "Risks Related to our Business and
Industry":
War, terrorism, other acts of violence or natural or manmade disasters such as a
global pandemic may affect the markets in which the Company operates, the
Company's customers, the Company's delivery of products and customer service,
and could have a material adverse impact on our business, results of operations,
or financial condition.
The Company's business may be adversely affected by instability, disruption or
destruction in the geographic regions in which it operates, regardless of cause,
including war, terrorism, riot, civil insurrection or social unrest, and natural
or manmade disasters, including famine, food, fire, earthquake, storm or
pandemic events and spread of disease (including the recent outbreak of the
coronavirus commonly referred to as "COVID-19"). Such events may cause customers
to suspend their decisions on using the Company's products and otherwise affect
their ability to meet their obligations to us by making payments on existing
contracts, make it impossible to contact our customers and potential customers,
and give rise to sudden significant changes in regional and global economic
conditions and cycles that could interfere with our existing business.
These events also pose significant risks to the Company's personnel and
operations, which could materially adversely affect the Company's financial
results.
The ongoing circumstances resulting from the COVID-19 virus outbreak magnify the
challenges faced from our continuing efforts to introduce and sell our product
in a challenging environment and could have an impact on our business.
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