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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 3, 2026
MODULAR MEDICAL, INC.
(Exact Name of Registrant as Specified in Charter)
001-41277
(Commission File Number)
| Nevada |
|
87-0620495 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(I.R.S. Employer
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) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 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.
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:
Exhibit
Number |
|
Exhibit Description |
| 1.1 |
|
Form of Placement Agency Agreement (incorporated by reference to exhibit 1.1 to Registration Statement on Form S-1, filed on February 27, 2026) |
| 4.1 |
|
Form of Common Warrant (incorporated by reference to exhibit 4.14 to Registration Statement on Form S-1, filed on February 27, 2026) |
| 4.2 |
|
Form of Pre-Funded Warrant (incorporated by reference to exhibit 4.15 to Registration Statement on Form S-1, filed on February 27, 2026) |
| 5.1 |
|
Opinion of Lucosky Brookman, LLP |
| 10.1 |
|
Form of Securities Purchase Agreement (incorporated by reference to exhibit 10.13 to Registration Statement on Form S-1, filed on February 27, 2026) |
| 10.2 |
|
Form of Warrant Agency agreement (incorporated by reference to exhibit 10.14 to Registration Statement on Form S-1, filed on February 27, 2026) |
| 99.1 |
|
Press Release dated March 3, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
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
