UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2015



Or



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from _________________ to _______________________



Commission
file number: 000-51030



TearLab
Corporation

(Exact
name of registrant as specified in its charter)



|Delaware                                                          |  | 59-3434771                                
|----------------------------------------------------------------- |  | ------------------------------------------
|(State
    or other jurisdiction ofincorporation or organization) |  | (I.R.S.
    EmployerIdentification Number)



|9980
                                         Huennekens St., Suite 100
        San
        Diego, California |  | 92121         
|------------------------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                                                                  |  | (Zip
    Code)



Registrant’s
telephone number, including area code: (858) 455-6006



SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:



|Title
    of each class            |  | Name
    of each exchange on which registered
|---------------------------------- |  | ---------------------------------------------
|COMMON
    STOCK, $0.001 PAR VALUE |  | The
    Nasdaq Stock Market LLC              
|                                   |  | (The
    Nasdaq Capital Market)              



SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



| | Large
    accelerated filer [   ] | Accelerated
    filer [X]                         | Non-accelerated
    filer [  ] | Smaller
    reporting company [  ]
| | --------------------------------- | ------------------------------------------------- | ------------------------------ | ----------------------------------
| |                                   | (Do
    not check if a smaller reporting company)



Indicate
by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]



As
of March 4, 2016, there were 33,828,647 shares of the Registrant’s common stock outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



None.



The
Registrant makes available free of charge on or through its website (http://www.tearlab.com) its Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934. The material is made available through the Registrant’s website as soon
as reasonably practicable after the material is electronically filed with or furnished to the U.S. Securities and Exchange Commission,
or SEC. All of the Registrant’s filings may be read or copied at the SEC’s Public Reference Room at 100 F Street,
N.E., Room 1580, Washington D.C. 20549. Information on the hours of operation of the SEC’s Public Reference Room can be
obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (http://www.sec.gov) that contains reports and
proxy and information statements of issuers that file electronically.

















Explanatory
Note



TearLab,
Inc. (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K/A (this “Amendment”)
to amend its Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 9, 2016 (the “Original
10-K”). This Amendment is filed solely for the purpose of filing Exhibits 10.22, 10.23, 10.24, 10.25 and 10.26, which were
to be filed with the Original 10-K.



This
Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original 10-K or
modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial
statements or any other disclosure contained in the Original 10-K.



This
Amendment is an exhibit-only filing. Except for the filing of Exhibits 10.22, 10.23, 10.24, 10.25 and 10.26, this Amendment does
not otherwise update any exhibits as originally filed or previously amended.



In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new
certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits
to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section
1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this
Amendment.










ITEM
15. Exhibits, Financial Statement Schedules.



|Exhibit
        Number |  | Exhibit
    Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Incorporated
    by Reference                                                                                                                           
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|3.1                    |  | Amended
    and Restated Certificate of Incorporation of the Registrant currently in effect                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Exhibit
    3.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)                        
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|3.2                    |  | Amended
    and Restated By-Laws of the Registrant currently in effect                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Exhibit
    3.4 to the Registrant’s Registration Statement on Form S-1/A No. 3, filed with the Commission on November 16, 2004 (file
    no. 333-118024)
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|3.3                    |  | Certificate
    of Amendment to Amended and Restated Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Exhibit
    3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 9, 2008 (file no. 000-51030)                        
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|3.4                    |  | Certificate
    of Amendment to Amended and Restated Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Exhibit
    3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 19, 2010 (file no. 000-51030)                           
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|3.5                    |  | Certificate
    of Amendment to Amended and Restated Certificate of Incorporation                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Exhibit
    3.4 to the Registrant’s Post Effective Amendment No. 1 to Form S-3 filed with the Commission on July 15, 2013 (file
    no. 333-189372)     
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|4.1                    |  | Form
    of Common Stock Purchase Warrant Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Exhibit
    A to the Registrant’s free writing prospectus filed with the Commission on March 15, 2010 (file no. 333-157269)                             
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|4.2                    |  | Form
    of Common Stock Purchase Warrant Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Exhibit
    10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)                         
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|4.3                    |  | Form
    of Senior Indenture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Exhibit
    4.1 to the Registrant’s Registration Statement on Form S-3 filed with the Commission on January 2, 2015 (file no. 333-201355)               
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|4.4                    |  | Form
    of Subordinated Indenture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Exhibit
    4.2 to the Registrant’s Registration Statement on Form S-3 filed with the Commission on January 2, 2015 (file no. 333-201355)               
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                         
|4.5                    |  | Form
    of warrant issued to certain affiliated funds of CRG LP (formerly known as Capital Royalty) pursuant to the terms of the Term
    Loan Agreement, dated as of March 4, 2015, as amended by the Omnibus Amendment Agreement, dated as of April 2, 2015, and Amendment
    2, dated August 6, 2015, by and among TearLab Corporation, certain of its subsidiaries from time to time party thereto as
    guarantors and CRG LP (formerly known as Capital Royalty) and certain of its affiliate funds, as lenders. |  | Exhibit
    4.01 to the Registrant’s Current Report on Form 10-K filed with the Commission on October 9, 2015 (file no. 000-51030)                      



3







|Exhibit
        Number |   | Exhibit
    Description                                                                                                                                                                                                                                                                      |  | Incorporated
    by Reference                                                                                                                                                                                                          
|---------------------- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.1                   |   | License
    Agreement between TearLab, Inc. and The Regents of the University of California dated March 12, 2003.                                                                                                                                                                            |  | Exhibit
    10.48 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
    (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.2                   |   | Amendment
    No. 1, dated June 9, 2003, to the License Agreement between TearLab, Inc. and The Regents of the University of California
    dated March 12, 2003.                                                                                                                            |  | Exhibit
    10.49 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)                                                                                                   
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.3                   |   | Amendment
    No. 2, dated September 5, 2005, to the License Agreement between TearLab, Inc. and The Regents of the University of California
    dated March 12, 2003.                                                                                                                       |  | Exhibit
    10.50 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)
    (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.4                   |   | Amendment
    No. 3, dated July 7, 2006, to the License Agreement between TearLab, Inc. and The Regents of the University of California
    dated March 12, 2003.                                                                                                                            |  | Exhibit
    10.51 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)                                                                                                   
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.5                   |   | Amendment
    No. 4, dated October 9, 2006, to the License Agreement between TearLab, Inc. and The Regents of the University of California
    dated March 12, 2003.                                                                                                                         |  | Exhibit
    10.52 to the Registrant’s Annual Report on Form 10-K/A, filed with the Commission on March 29, 2007 (file no. 000-51030)                                                                                                   
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.6                   |   | Terms
    of Business, dated February 5, 2007, between Invetech Pty Ltd. and TearLab, Inc.                                                                                                                                                                                                   |  | Exhibit
    10.30 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)                                                                                                     
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.7                   |   | Amendment
    No. 5, dated June 29, 2007, to the License Agreement between TearLab, Inc. and The Regents of the University of California
    dated March 12, 2003. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).                            |  | Exhibit
    10.31 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 17, 2008 (file no. 000-51030)                                                                                                     
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.8                   | # | Securities
    Purchase Agreement, dated as of March 14, 2010, by and between the Registrant and certain investors.                                                                                                                                                                          |  | Registrant’s
    free writing prospectus filed with the Commission on March 15, 2010 (file no. 333-157269)                                                                                                                             
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.9                   |   | Form
    of Director and Affiliate Letter Agreement                                                                                                                                                                                                                                          |  | Exhibit
    10.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 16, 2009 (file no. 000-51030)                                                                                                        
|                       |   |                                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                        
|10.10                  |   | Deed
    and Amendment, dated December 22, 2011, to Manufacturing and Development Agreement by and between TearLab Research, Inc. and
    MiniFAB AB (Aust) Pty Ltd. Dated August 1, 2011 (Portions of this exhibit have been omitted pursuant to a request for confidential
    treatment). |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 29, 2011 (file no. 000-51030)                                                                                                    



4







|Exhibit
        Number |   | Exhibit
    Description                                                                                                                                                                                                                                            |  | Incorporated
    by Reference                                                                                                      
|---------------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.11                  |   | Manufacturing
    and Development Agreement by and between TearLab Research, Inc. and MiniFAB (Aust) Pty Ltd, dated August 1, 2011. (Portions
    of this exhibit have been omitted pursuant to a request for confidential treatment).                             |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 25, 2011 (file no. 000-51030)  
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.12                  |   | Purchase
    Agreement, dated as of April 11, 2012, by and between the Registrant and Craig-Hallum Capital Group LLC.                                                                                                                                              |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 11, 2012 (file no. 000-51030)   
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.13                  | # | Form
    Change of Control Severance Agreement (for US executives).                                                                                                                                                                                                |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 21, 2013 (file no. 000-51030)    
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.14                  | # | Form
    Change of Control Severance Agreement (for Canadian executives).                                                                                                                                                                                          |  | Exhibit
    10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 21, 2013 (file no. 000-51030)    
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.15                  | # | Offer
    Letter, dated September 24, 2013, by and between the Registrant and Joseph Jensen.                                                                                                                                                                       |  | Exhibit
    10.1# to the Registrant’s Current Report on Form 8-K filed with the Commission on October 1, 2013 (file no. 000-50789) 
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.16                  | # | Nonstatutory
    Stock Option Agreement, dated October 21, 2013, by and between the Company and Joseph Jensen.                                                                                                                                                     |  | Exhibit
    10.1# to the Registrant’s Current Report on Form 8-K filed with the Commission on October 21, 2013 (file no. 000-50789)
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.17                  |   | Asset
    Purchase Agreement, dated March 14, 2014 by and among AOA Excel, Inc., Occulogix LLC and TearLab Corporation.                                                                                                                                            |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 17, 2014 (file no. 000-51030)   
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.18                  |   | Term
    Loan Agreement, dated as of March 4, 2015, by and among TearLab Corporation, certain of its subsidiaries from time to time
    party thereto as guarantors and CRG LP (formerly known as Capital Royalty) and certain of its affiliate funds, as lenders. |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 10, 2015 (file no. 000-51030)   
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.19                  | # | Nonstatutory
    Stock Option Agreement, dated April 21, 2014 by and between the Company and Paul Smith                                                                                                                                                            |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 21, 2014 (file no. 000-51030)   
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.20                  | # | Offer
    Letter, dated May 15, 2015, by and between the Registrant and Wes Brazell                                                                                                                                                                                |  | Exhibit
    10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 6, 2015 (file no. 000-51030)     
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.21                  | # | 2002
    Stock Option Plan, as amended effective as of February 5, 2015.                                                                                                                                                                                           |  | Exhibit
    10.1 to the Registrant’s Quarerly Report on Form 10-Q filed with the Commission on August 7, 2015 (file no. 000-51030) 
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.22                  | # | OcuHub
    LLC 2015 Equity Incentive Plan                                                                                                                                                                                                                          |  | Filed
    herewith                                                                                                                 
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.23                  | # | Option
    Agreement dated as of October 1, 2015 by and between OcuHub LLC and Elias Vamvakas                                                                                                                                                                      |  | Filed
    herewith                                                                                                                 
|                       |   |                                                                                                                                                                                                                                                                    |  |                                                                                                                                    
|10.24                  | # | Profits
    Interest Award Agreement dated as of October 1, 2015 by and between OcuHub LLC and Elias Vamvakas                                                                                                                                                      |  | Filed
    herewith                                                                                                                 



5







|Exhibit
        Number |   | Exhibit
    Description                                                                                                                                                                                                                                                                                                                                                                                                           |  | Incorporated
    by Reference                                                                                                            
|---------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|10.25                  |   | Amendment
    to Term Loan Agreement, dated as of March 4, 2015, as amended by the Omnibus Amendment Agreement, dated as of April 2, 2015,
    and Amendment 2, dated August 6, 2015, by and among the Registrant, certain of its subsidiaries from time to time party thereto
    as guarantors and CRG LP (formerly known as Capital Royalty) and certain of its affiliate funds, as lenders, dated as of December
    31, 2015 |  | Filed
    herewith                                                                                                                       
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|10.26                  | # | Employment
    Agreement, dated as of December 31, 2015, by and between the Registrant and Elias Vamvakas                                                                                                                                                                                                                                                                                                                         |  | Filed
    herewith                                                                                                                       
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|21.1                   |   | Subsidiaries
    of Registrant.                                                                                                                                                                                                                                                                                                                                                                                                   |  | Exhibit
    21.1 to the Registrant’s Registration Statement on Form S-1, filed with the Commission on July 28, 2011 (file no. 333-175861)
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|24.1                   |   | Power
    of Attorney (included on signature page).                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|31.1                   |   | CEO’s
    Certification required by Rule 13A-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|31.2                   |   | CFO’s
    Certification required by Rule 13A-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|32.1+                  |   | CEO’s
    Certification of periodic financial reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.                                                                                                                                                                                                                                                                                             |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|32.2+                  |   | CFO’s
    Certification of periodic financial reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.                                                                                                                                                                                                                                                                                             |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|101.INS+               |   | XBRL
    Instance.                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|101.SCH+               |   | XBRL
    Taxonomy Schema.                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|101.CAL+               |   | XBRL
    Taxonomy Extension Calculation.                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|101.DEF+               |   | XBRL
    Taxonomy Extension Definition.                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|101.LAB+               |   | XBRL
                                         Taxonomy Extension Labels.                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                          
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                                                                                                                          
|101.PRE+               |   | XBRL
    Taxonomy Extension Presentation                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                                                          



#
- Management compensatory plan, contract or arrangement.



*
- Previously filed with our Annual Report on Form 10-K for the year ended December 31, 2015, as filed on March 9, 2016.



+
- Previously furnished with our Annual Report on Form 10-K for the year ended December 31, 2015, as filed on March 9, 2016.



Copies
of the exhibits filed with this Annual Report on Form 10-K or incorporated by reference herein do not accompany copies hereof
for distribution to stockholders of the Registrant. The Registrant will furnish a copy of any of such exhibits to any stockholder
requesting the same for a nominal charge to cover duplicating costs.



6







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 thereunto duly authorized.



|Dated:
    March 21, 2016 |  | TearLab
    Corp.
|------------------------- |  | -----------------
|                          |  |                  
|                          |  | By:              
|                          |  |                  
|                          |  |                  



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 thereunto duly authorized.



|Dated:
    March 21, 2016 |  | By: | /s/
    Joseph S. Jensen                                                
|------------------------- |  | --- | ------------------------------------------------------------------------
|                          |  |     | Joseph
    S. Jensen                                                    
|                          |  |     | Chief
    Executive Officer and Director (Principal Executive Officer)  
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    Wes Brazell                                                     
|                          |  |     | Wes
    Brazell                                                         
|                          |  |     | Chief
    Financial Officer (Principal Financial and Accounting Officer)
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Elias
    Vamvakas                                                      
|                          |  |     | Chairman
    of Board of Directors                                      
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Anthony
    Altig                                                       
|                          |  |     | Director                                                                
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Thomas
    N. Davidson, Jr.                                             
|                          |  |     | Director                                                                
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Adrienne
    L. Graves                                                  
|                          |  |     | Director                                                                
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Richard
    L. Lindstrom, M.D.                                          
|                          |  |     | Director                                                                
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Donald
    Rindell                                                      
|                          |  |     | Director                                                                
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Paul
    Karpecki                                                       
|                          |  |     | Director                                                                
|                          |  |     |                                                                         
|Dated:
    March 21, 2016 |  | By: | /s/
    *                                                               
|                          |  |     | Brock
    Wright                                                        
|                          |  |     | Director                                                                



|By: | /s/
    Joseph S. Jensen                  | 
|--- | ----------------------------------------- | 
|    | Joseph
    S. Jensen, as attorney-in-fact | 
|    | Date:
    March 21, 2016                  |