8-K - MODD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event Reported): January 23, 2026

MODULAR MEDICAL, INC.

(Exact Name of Registrant as Specified in Charter)

001-41277

(Commission File Number)

Nevada	87-0620495
(State or Other Jurisdiction<br><br>of Incorporation)	(I.R.S. Employer<br><br> Identification Number)

10740 Thornmint Road

San Diego, California 92127

(Address of principal executive offices, with zip code)

(858) 800-3500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MODD	The Nasdaq Stock Market LLC

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).

Emerging growth company ☐

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 Incorporationor 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<br>1 - Election of directors to serve until the next annual meeting of shareholders.
	For		Against		Abstention/<br> Withheld		Broker<br><br> 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<br>of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio determined by the board of directors within<br>a specified range, without reducing the authorized number of shares of the Company’s common stock, to be effected in the sole discretion<br>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<br>shareholders
For		Against	Abstain	Broker Non-Vote
---	---	---	---	---
	50,603,334	3,373,598	9,893	-