MODD 8-K
Modular Medical, Inc. (MODD)
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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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 3, 2026, Modular Medical, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”) and securities purchase agreements (the “Securities Purchase Agreements”) with multiple investors, relating to a best-efforts offering (the “Offering”) of (i) 62,098,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants (the “pre-funded warrants”) to purchase 6,000,000 shares of Common Stock, and (iii) accompanying warrants exercisable to purchase up to 68,098,000 shares of Common Stock (the “common warrants”). The Company received gross proceeds of approximately $12 million from the Offering, before deducting placement agent fees and offering expenses. Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 7% of the gross proceeds received from the Offering and reimbursed the Placement Agent for its expenses incurred in an amount of $100,000.
The combined public offering price for each share of Common Stock, together with a common warrant to purchase one share of Common Stock, was $0.1762. The combined public offering price of each pre-funded warrant, together with the accompanying common warrant, was $0.1752, which equals the price at which one share of Common Stock and accompanying common warrant is sold in the Offering minus $0.001, which is the per share exercise price of each pre-funded warrant. Each common warrant has an exercise price of $0.1762 per share, will be exercisable immediately upon issuance and will expire on the fifth anniversary of the date of issuance. The exercise price and number of shares of Common Stock issuable upon exercise of the common warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price. Subject to limited exceptions, a holder may not exercise any portion of its warrants to the extent that the holder would beneficially own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the Company’s outstanding Common Stock after exercise. The common warrants were issued pursuant to a warrant agency agreement entered into by and between the Company and Colonial Stock Transfer Company, Inc., as warrant agent.
The Offering closed on March 4, 2026.
The Offering was made pursuant to an effective registration statement on Form S-1 (Registration Statement No. 333- 293842) previously filed with the Securities and Exchange Commission on February 27, 2026 and declared effective on March 3, 2026 (the “Registration Statement”).
Pursuant to the Placement Agency Agreement, each of the Company’s directors and executive officers entered into “lock-up” agreements with the Placement Agent that, subject to certain exceptions, prohibit, without the prior written consent of the Placement Agent, the sale, transfer, or other disposition of securities of the Company for a period of 90 days from the date of the Offering. The Company has agreed not to, subject to certain conditions and exceptions, offer, pledge, sell, contract to sell, or sell any option, right or warrant to purchase, lend or otherwise transfer or dispose, directly or indirectly, any shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, affect or enter into an agreement to effect any issuance by the Company or its subsidiaries of Common Stock or Common Stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Placement Agency Agreement), for a period of 45 days from the closing date of the Offering.
The foregoing description of the Placement Agency Agreement, the common warrants, the pre-funded warrants, the Securities Purchase Agreement, and the warrant agency agreement is not complete and is qualified in its entirety by reference to the full text of the forms of the Placement Agency Agreement, common warrants, pre-funded warrant, the Securities Purchase Agreement, and the warrant agency agreement, copies of which are filed as Exhibits 1.1, 4.14, 4.15, 10.13, and 10.14, respectively, to the Registration Statement.
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A copy of the legal opinion of Lucosky Brookman, LLP relating to the securities sold in the Offering is attached hereto as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release announcing the pricing of the Offering on March 3, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
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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: March 6, 2026 | By: | /s/ James E. Besser |
| James E. Besser | ||
| Chief Executive Officer | ||
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Exhibit 5.1
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March 6, 2026
Modular Medical, Inc.
10740 Thornmint Road
San Diego, California 92127
| RE: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Modular Medical, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of this registration statement on Form S-1 (the “Registration Statement”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”), the related prospectus contained therein (the “Preliminary Prospectus”), and the related prospectus dated March 3, 2026 (the “Final Prospectus,” and together with the Preliminary Prospectus, the “Prospectus”). We are rendering this opinion in connection with the filing by the Company of the Registration Statement relating to the offer and sale by the Company (the “Offering”) of (i) 62,098,000 shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 6,000,000 shares of Common Stock, (iii) up to 6,000,000 shares of Common Stock underlying the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”); (iv) warrants to purchase up to 68,098,000 shares of Common Stock (the “Common Warrants,” and together with the Pre-Funded Warrants, the “Warrants”), and (v) up to 68,098,000 shares of Common Stock (the “Common Warrant Shares,” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”) underlying the Common Warrants. The Shares, Warrants, and Warrant Shares are being registered and to be issued pursuant to the Registration Statement.
In rendering this opinion letter, we have examined the Registration Statement, the Prospectus, the form of securities purchase agreement to be entered into by and among the Company and the purchasers signatory thereto, substantially in the form filed as Exhibit 10.13 to the Registration Statement (the “Agreement”) and such other documents and reviewed such questions of law as we have deemed advisable in order to render our opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, that all parties (other than the Company) had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that all such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties, that such agreements or instruments are valid, binding and enforceable obligations of such parties, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In providing this opinion letter, we have further relied as to certain matters on information obtained from public officials and officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that (1) the Shares have been duly authorized and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Agreement, will be validly issued, fully paid and non-assessable, (2) the Warrants, when issued and delivered pursuant to the terms of the Agreement against payment of the consideration therefor as provided in the Agreement, will constitute valid and binding obligations of the Company, and (3) the Warrant Shares, when issued upon exercise of the Warrants pursuant to the terms of the respective Warrants and against payment of the exercise price as provided in the respective Warrants, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the federal laws of the United States and Chapter 78 of the Nevada Revised Statutes, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.
This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Warrants, the Warrant Shares, the Registration Statement, or the Prospectus.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof and to being named under the caption “Legal Matters” contained in the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very Truly Yours, | |
| /s/ Lucosky Brookman LLP | |
| Lucosky Brookman LLP |
Exhibit 99.1
Modular Medical Announces $12.0 Million Public Offering Priced at a Premium to Market
SAN DIEGO, CA / ACCESS Newswire / March 3, 2026 / Modular Medical, Inc. (NASDAQ:MODD) (“Modular Medical” or the “Company”), an insulin delivery technology company with the first FDA-cleared patch pump designed specifically to target all adult “almost-pumpers” with its user-friendly and affordable design, today announced the pricing of a public offering with new and existing investors of 68,098,000 shares of its common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 68,098,000 shares of its common stock at a combined public offering price of $0.1762 per share (or pre-funded warrant) and accompanying warrant. The warrants will have an exercise price of $0.1762 per share, will be exercisable immediately, and will expire five years from the date of issuance. The gross proceeds from the offering, before deducting placement agent fees and other offering expenses, are expected to be approximately $12.0 million. The closing of the offering is expected to occur on or about March 4, 2026, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement agent for the offering.
The securities described above are being offered pursuant to a registration statement on Form S-1, (File No. 333-293842), which was declared effective by the Securities and Exchange Commission (the “SEC”) on March 3, 2026. The offering is being made only by means of a prospectus which forms a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at www.sec.gov and may also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or by telephone at (212) 895-3745 or by email at [email protected].
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Modular Medical, Inc:
Modular Medical, Inc. (Nasdaq:MODD) is a medical device company that intends to launch the next generation of insulin delivery technology. Using its patented technologies, the Company seeks to eliminate the tradeoff between complexity and efficacy, thereby making top quality insulin delivery both affordable and simple to learn. Its mission is to improve access to the highest standard of glycemic control for people with diabetes taking it beyond “superusers” and providing “diabetes care for the rest of us.”
Modular Medical was founded by Paul DiPerna, a seasoned medical device professional and microfluidics engineer. Prior to founding Modular Medical, Mr. DiPerna was the founder (in 2005) of Tandem Diabetes 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 that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified through the use of words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “continue,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “outlook,” “potential,” “plan,” “seek,” and similar expressions and variations or the negatives of these terms or other comparable terminology. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statements contained in this press release, including the expected gross proceeds from the offering, and the timing and completion of the offering, as well as other risk factors and business considerations described in Modular Medical’s SEC filings, including its annual report on Form 10-K. Any forward-looking statements in this press release should be evaluated in light of these important risk factors. In addition, any forward-looking statements included in this press release represent Modular Medical’s views only as of the date of its publication and should not be relied upon as representing its views as of any subsequent date. Modular Medical assumes no obligation to update these forward-looking statements, except as required by law.
Contact:
Jeb Besser
Chief Executive Officer
Modular Medical, Inc.
+1 (617) 399-1741