Modular Medical, Inc 8-K, filed Dec 3, 2021
Modular Medical, Inc. (MODD)
About this 8-K
Modular Medical, Inc filed this 8-K on December 3, 2021, reporting on events of November 29, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Non-Employee Director Appointments
Effective November 29, 2021, the board of directors (the “Board”) of Modular Medical, Inc. (the “Company”) appointed Steven Felsher and Philip Sheibley as members of the Board. Mr. Felsher and Mr. Sheibley will serve on the audit committee of the Board.
Mr. Felsher, who is 72, is an experienced executive with respect to finance, administration, governance and other aspects of public and private company management. He has served as a member of the board of directors of Signal Hill Acquisition Corp., a special purpose acquisition company, since March 2021. From August 2018 to July 2020, he served as a member of the board of directors of Sito Mobile, Inc., a publicly-traded company that provided customized, data-driven solutions for brands spanning all forms of media. From January 2011 to June 2019, Mr. Felsher was a senior advisor at Quadrangle Group LLC, a private investment firm focused on the information and communications technology sectors. He spent a substantial portion of his career with Grey Global Group Inc., a global marketing services company, where he served as a senior executive from 1979 until 2007, most recently as vice chairman and chief financial officer. He holds a BA in classical Greek from Dickinson College and a J.D. from Yale University School of Law.
Mr. Sheibley, who is 63, is an experienced executive and venture capitalist. Since 2011, he has served as a principal at Alumni Investment Partners, a private equity firm. From 1981 to 2010, Mr. Sheibley served as a management and technology consultant with Accenture, where he focused on the life sciences area, holding a variety of leadership positions, including North American industry director for life sciences and global lead for management consulting. Mr. Sheibley holds a B.S. in Industrial and Systems Engineering with a Business Minor from Lehigh University.
Compensatory Arrangements
The Company awarded each of Mr. Felsher and Mr. Sheibley an initial option to purchase 50,000 shares of common stock of the Company vesting over three years, with one-third of the shares subject to the option vesting on each one-year anniversary of the date of grant. As non-employee directors of the Company, Messrs. Felsher and Sheibley will participate in the same compensation arrangements as the other non-employee directors of the Company, whereby for each year of service, they will each be entitled to receive a $30,000 annual retainer paid in quarterly installments in either cash or in shares of common stock of the Company, as directed by each director based on an annual election. In addition, each of Messrs. Felsher and Sheibley will also receive an annual service equity award of $100,000 paid in quarterly installments in either options to purchase shares of the Company’s common stock or shares of the Company’s common stock, as directed by each director based on an annual election.
Family Relationships
There are no family relationships between Messrs. Felsher and Sheibley and any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.
Related Party Transactions
Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000, and in which either of Mr. Felsher or Mr. Sheibley had, or will have, a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Felsher or Mr. Sheibley and any other person pursuant to which either was selected as a director of the Company. In addition, Messrs. Felsher and Sheibley and the Company will enter into the Company’s standard form of indemnification agreement.
| Item 8.01. | Other Events. |
On November 29, 2021, the Company issued a press release announcing the appointments of Messrs. Felsher and Sheibley to the Company’s Board, as described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press Release by Modular Medical, Inc. dated November 29, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| MODULAR MEDICAL, INC. | |||
| Date: December 3, 2021 | By: | /s/ Ellen O’Connor Vos | |
| Ellen O’Connor Vos | |||
| Chief Executive Officer | |||
Exhibit 99.1
Steven G. Felsher and Philip B. Sheibley Appointed to Board of Directors of
Modular Medical, Inc.
San Diego, CA, November 29, 2021 — Modular Medical, Inc. (the “Company” or “Modular Medical”) (OTCQB:MODD), a development-stage insulin pump company focused on providing insulin delivery without complexity to increase pump adoption and reduce the burden of diabetes care for clinicians and individuals living with diabetes, today announced the expansion of its Board of Directors with the appointment of two independent directors, Steven G. Felsher and Philip B. Sheibley.
The Company’s Chief Executive Officer, Lynn O’Connor Vos, stated, “We are honored to have two executives with such depth and breadth of experience join the Board. The Company is committed to making insulin pump technology a cornerstone of better control for all people living with diabetes, with a particular focus on historically underserved communities. Our new Board members will provide invaluable expertise to help us bring our product to market.”
Steve Felsher has over 30 years’ experience in finance, administration, governance, capital allocation and other aspects of public and private company management. Much of his career was spent at Grey Global Group Inc., a global marketing services company, where he served as Vice Chairman and Chief Financial Officer with responsibility for all non-client/non-media facing elements of the business, including financial management, human resources, capital formation, corporate development, investor relations and acquisitions. He also served almost a decade as active senior advisor at Quadrangle Group LLC where he oversaw fund investments in telecom, telecom services and media.
Philip B. Sheibley is an experienced executive and venture capitalist. He spent 30 years as a management and technology consultant with Accenture, where he focused on the Life Sciences area, holding a variety of leadership positions, including North American Industry Director for Life Sciences and Global Lead for Management Consulting. Mr. Sheibley’s consulting work focused on defining and executing strategies to create leading-edge business capabilities, working with U.S. and internationally headquartered pharmaceutical companies, biotech, and medical product producers, as well as contract research organizations. He also played a leadership role in a number of joint-venture and new venture start-up engagements where company operating model and capability strategies needed to be defined for successful launch.
About Modular Medical, Inc.
Modular Medical, Inc. (OTCQB:MODD) is a development-stage diabetes technology company based in San Diego CA. Working from an innovative set of patented technologies, Modular seeks to expand access to innovative diabetes technologies to the heretofore neglected majority of the diabetes market who have been poorly served by the existing options which have been too expensive and complex to drive broad adoption. Our strategy is to provide care at a level of cost and complexity designed not for “superusers” but for “the rest of us”. Modular Medical was founded by Paul DiPerna, a seasoned medical device professional and world-class microfluidics engineer. Mr. DiPerna was previously the founder (in 2005) of Tandem Diabetes (TNDM) and invented and designed its t:slim insulin pump.
More information is available at https://modular-medical.com.
Forward Looking Statements
This press release contains forward-looking statements regarding the expected timing of commercialization of the company’s initial insulin pump product. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual results and trends may differ materially from those projected in any such forward-looking statements depending on a variety of factors, including market conditions, the company’s ability to commence commercialization of its initial product in a timely fashion, and other risks identified in the company’s most recent reports on Form 10-Q and Form 10-K filed with the SEC, as well as other reports that Modular Medical files from time to time with the SEC. Modular Medical undertakes no obligation to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.
All trademarks mentioned herein are the property of their respective owners.
Investor
Relations Contact
Modular Medical, Inc.
+1 (858) 800-3500
IR@modular-medical.com
SOURCE: Modular Medical, Inc.