MODD 8-K
Modular Medical, Inc. (MODD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 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 January 23, 2026, Modular Medical, Inc. (the “Company”) filed a certificate of amendment to its Amended and Restated Articles of Incorporation (as amended, the “Amended and Restated Certificate of Incorporation”) (the “Charter Amendment”), with the secretary of state of the state of Nevada to increase the Company’s authorized shares of common stock from 100,000,000 to 250,000,000. The Charter Amendment was approved by the shareholders at the Company’s fiscal 2026 annual meeting of shareholders held on January 23, 2026 (the “Annual Meeting”), as disclosed in Item 5.07 of this Current Report on Form 8-K. 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 January 23, 2026, the Company held the Annual Meeting, and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 69% of the Company’s outstanding shares of common stock entitled to vote at the Annual Meeting. The Company’s shareholders voted on six proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 8, 2026.
Summarized below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.
| ● | Proposal 1 - Election of directors to serve until the next annual meeting of shareholders. |
| For | Against | Abstention/ Withheld | Broker Non-Vote | |||||||||||||
| Duane DeSisto | 41,231,246 | 439,190 | 92,492 | 12,223,897 | ||||||||||||
| Paul DiPerna | 37,167,499 | 4,539,652 | 55,777 | 12,223,897 | ||||||||||||
| Steven Felsher | 39,752,504 | 1,926,927 | 83,497 | 12,223,897 | ||||||||||||
| Morgan Frank | 39,094,222 | 2,586,244 | 82,462 | 12,223,897 | ||||||||||||
| Jeffrey Goldberg | 41,526,479 | 153,683 | 82,766 | 12,223,897 | ||||||||||||
| Philip Sheibley | 39,769,330 | 1,911,136 | 82,462 | 12,223,897 | ||||||||||||
| Carmen Volkart | 41,376,098 | 304,385 | 82,445 | 12,223,897 | ||||||||||||
| Ellen O’Connor Vos | 37,561,568 | 4,091,776 | 109,584 | 12,223,897 | ||||||||||||
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 and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio determined by the board of directors within a specified range, without reducing the authorized number of shares of the Company’s common stock, to be effected in the sole discretion of the board of directors at any time within one year of the date of the Annual Meeting without further approval or authorization of the shareholders |
| For | Against | Abstain | Broker Non-Vote | ||||
| 50,603,334 | 3,373,598 | 9,893 | - | ||||
The foregoing proposal was approved.
| ● | Proposal 3 – Amendment of the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares. |
| For | Against | Abstain | Broker Non-Vote | |||
| 46,750,908 | 5,042,356 | 2,193,561 | - |
The foregoing proposal was approved.
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| ● | Proposal 4 – Amendment of the Amended and Restated 2017 Equity Incentive Plan, as amended, to increase the number of shares currently reserved for issuance thereunder by 3,000,000 shares. |
| For | Against | Abstain | Broker Non-Vote | |||
| 35,384,680 | 5,800,168 | 578,080 | 12,223,987 |
The foregoing proposal was approved.
| ● | Proposal 5 – Approval, on a non-binding advisory basis, of the compensation of the named executive officers. |
| For | Against | Abstain | Broker Non-Vote | |||
| 37,856,002 | 3,276,127 | 630,799 | 12,223,897 |
The foregoing proposal was approved.
| ● | Proposal 6 – Ratification of the audit committee’s appointment of Farber Hass Hurley LLP as independent registered public accounting firm for the fiscal year ending March 31, 2026. |
| For | Against | Abstain | Broker Non-Vote | |||
| 53,269,234 | 86,531 | 631,060 | - |
The foregoing proposal was approved.
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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 January 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within 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: January 23, 2026 | By: | /s/ James Besser |
| James Besser Chief Executive Officer | ||
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Exhibit 3.1
