Modular Medical, Inc 8-K, filed Feb 15, 2024
Modular Medical, Inc. (MODD)
About this 8-K
Modular Medical, Inc filed this 8-K on February 15, 2024, reporting on events of February 13, 2024.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- 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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the increase in authorized shares contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 15, 2024, Modular Medical, Inc. (the “Company”) filed an amendment to its Third Amended and Restated Articles of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”) (the “Charter Amendment”), with the Secretary of State of Nevada to increase the Company’s authorized shares of common stock from 50,000,000 to 100,000,000.
The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 13, 2024, the Company held its annual meeting of shareholders for the fiscal year ended March 31, 2023 (the “Annual Meeting”), and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 65.8% of the voting power of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting. The Company’s shareholders voted on five proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 8, 2024.
Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting:
(b) Voting results were as follows:
| ● | Proposal 1 - Election of directors to serve until the next annual meeting of shareholders. |
| For | Withheld | Broker Non-Vote | ||||||||||
| Duane DeSisto | 11,772,616 | 4,263 | 2,230,277 | |||||||||
| Paul DiPerna | 11,584,723 | 192,156 | 2,230,277 | |||||||||
| Steven Felsher | 11,772,712 | 4,167 | 2,230,277 | |||||||||
| Morgan Frank | 11,748,087 | 28,972 | 2,230,277 | |||||||||
| Philip Sheibley | 11,745,617 | 31,262 | 2,230,277 | |||||||||
| Carmen Volkart | 11,635,504 | 141,375 | 2,230,277 | |||||||||
| Ellen O’Connor Vos | 11,724,987 | 51,892 | 2,230,277 | |||||||||
All of the foregoing candidates were elected to serve as directors until the next annual meeting of shareholders and until the election and qualification of her or his successor or earlier resignation or removal.
| ● | Proposal 2 – Amendment of the Amended 2017 Equity Incentive Plan to increase the number of shares currently reserved for issuance thereunder by 3,000,000 shares. |
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 13,528,456 | 120,523 | 358,177 | - | ||||||||
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The foregoing proposal was approved.
| ● | Proposal 3 – Approval of an amendment of the Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares. |
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 13,528,456 | 120,523 | 358,177 | - | ||||||||
The foregoing proposal was approved.
| ● | Proposal 4 – Ratification of the audit committee’s appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024. |
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 13,928,715 | 55,937 | 22,504 | - | ||||||||
The foregoing proposal was approved.
| ● | Proposal 5 – Approval of one or more adjournments of the Annual Meeting. |
| For | Against | Abstain | Broker Non-Vote | ||||||||
| 13,731,065 | 274,795 | 167 | - | ||||||||
The foregoing proposal was approved.
Item 8.01 Other Events.
Effective January 29, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus supplement dated November 22, 2023, relating to the Sales Agreement, dated November 22, 2023 (the “ATM Agreement”), by and between the Company and Leerink Partners LLC. The Company will not make any sales of common stock pursuant to the ATM Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Articles of Incorporation of Modular Medical, Inc., filed with the Secretary of State of the State of Nevada on February 15, 2024. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | |
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SIGNATURE
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.
| MODULAR MEDICAL, INC. | ||
| Date: February 15, 2024 | By: | /s/ James Besser |
| James Besser Chief Executive Officer | ||
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Exhibit 3.1
