Modular Medical (NASDAQ: MODD) secures $3.7M through discounted warrant exercises

Rhea-AI Filing Summary

Modular Medical, Inc. entered into inducement agreements with certain holders of existing warrants, prompting them to exercise a portion of their warrants at a reduced cash exercise price of $0.68 per share, compared with the $0.7611 Nasdaq Official Closing Price on September 19, 2025. Holders agreed to exercise 2023 warrants covering 1,519,200 shares and 2025 warrants covering 3,975,428 shares, and the company expects to receive approximately $3.7 million in gross proceeds before related expenses.

In return, Modular Medical will issue new warrants to purchase approximately 2,747,314 shares of common stock, with an exercise price of $0.84 per share and a five-year term starting on the issuance date. These new warrants will be unlisted, carry Securities Act restrictive legends, and may be exercised on a cashless basis under certain conditions. The transaction is expected to close on or about September 25, 2025, and the company plans to use commercially reasonable efforts to register the resale of the shares underlying the new warrants.

Insights

Capital structure and securities lawyer

Company raises cash via discounted warrant exercises while issuing new long-dated warrants.

Modular Medical has negotiated with existing warrant holders to accelerate exercises of 2023 and 2025 warrants at $0.68 per share, below the $0.7611 Nasdaq Official Closing Price on September 19, 2025. This is expected to generate approximately $3.7 million in gross proceeds, improving near-term liquidity without a traditional public offering.

As consideration, the company will issue new five-year warrants for about 2,747,314 shares at an exercise price of $0.84 per share, a modest premium to the same closing price. These securities are unlisted, carry restrictive legends, and can be exercised on a cashless basis if resale registration is not effective, which may affect future cash inflows versus share issuance dynamics.

The new warrants rely on exemptions under Sections 3(a)(9) and 4(a)(2) of the Securities Act and Rule 506, with holders representing accredited investor status. Newbridge acts as servicing agent and will receive a fixed $400,000 fee plus up to $50,000 in expenses, which will reduce net proceeds. Future disclosures about additional warrant letters before the expected September 25, 2025 closing may clarify the final size of both exercised and newly issued warrants.

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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): September 22, 2025

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.

As previously disclosed, in May 2023, Modular Medical, Inc. (the “Company”) entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) and issued, in connection with an underwritten offering, warrants to purchase 3,564,183 shares of the Company’s common stock (the “2023 Warrants”) with the 2023 Warrants having an exercise price of $1.22 per share.

As previously disclosed, in March 2025, the Company issued, in connection with a private placement, warrants to purchase 6,508,073 shares of the Company’s common stock (the “2025 Warrants” and, together with the 2023 Warrants, the “Outstanding Warrants”) with the 2025 Warrants having an exercise price of $1.12 per share.

On September 22, 2025, the Company entered into inducement offer letter agreements (the “2023 Inducement Letters”) with holders of the 2023 Warrants representing warrants to purchase 1,519,200 shares of the Company’s common stock. Pursuant to the 2023 Inducement Letters, the holders agreed to exercise these 2023 Warrants at an exercise price of $0.68 per share, an approximately ten percent (10%) discount to the $0.7611 Nasdaq Official Closing Price on September 19, 2025 (such reduced exercise price, the “New Exercise Price”).

On September 22, 2025, the Company entered into inducement offer letter agreements (the “2025 Inducement Letters” and, together with the 2023 Inducement Letters, the “Warrant Letters”) with holders of the 2025 Warrants representing warrants to purchase 3,975,428 shares of the Company’s common stock. Pursuant to the 2025 Inducement Letters, the holders agreed to exercise these 2025 Warrants at the New Exercise Price. As a result of entering into the Warrant Letters, the Company will receive gross proceeds of approximately $3.7 million, before deducting expenses related to the Company entering into the Warrant Letters.

In consideration for the holders of the Outstanding Warrants agreeing to enter into the Warrant Letters, the Company agreed to issue new warrants to purchase approximately 2,747,314 shares of the Company’s common stock (the “New Warrants”) (fifty percent (50%) of the Outstanding Warrants exercised pursuant to the Warrant Letters) with an exercise price of $0.84 per share (an approximately ten percent (10%) premium to the $0.7611 Nasdaq Official Closing Price on September 19, 2025). The transaction is expected to close on or about September 25, 2025 (the “Closing Date”).

The New Warrants will be issued with a Securities Act of 1933, as amended (the “Securities Act”), restrictive legend and will be exercisable on the date of issuance and have a term of exercise of 5 years from the date of issuance. The Company will use commercially reasonable efforts to register the resale of the shares of the Company’s common stock underlying the New Warrants (the “New Warrant Shares”). There is no established trading market for the New Warrants, and the Company does not expect an active trading market to develop. The Company does not intend to apply to list the New Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the New Warrants will be extremely limited.

If, at the time a holder exercises its New Warrants, a registration statement registering the resale of the New Warrant Shares by the holder under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part), the net number of shares of Common Stock determined according to a formula set forth in the New Warrants.

The Company expects to enter into further Warrant Letters prior to the Closing Date and will release additional disclosure as to the final amounts of Outstanding Warrants exercised and the number of New Warrants issued.

Newbridge acted as the servicing agent (solely for informational and logistical purposes) with regard to the Warrant Letters and will receive a fixed fee of $400,000 and expense reimbursement of up to $50,000, regardless of the amount of gross proceeds that the Company receives from the exercise of the Outstanding Warrants.

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The shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issuable upon exercise of the 2023 Warrants have been registered pursuant to an existing registration statement on Form S-3 (File No. 333-271413), declared effective by the Securities and Exchange Commission (the “SEC”) on August 19, 2025.

The resale of the shares of Common Stock underlying the 2025 Warrants exercised have been registered pursuant to an existing registration statement on Form S-3 (File No. 333-286768), declared effective by the SEC on May 7, 2025.

The forms of the 2023 Inducement Letters, the 2025 Inducement Letters, and New Warrants are attached hereto as Exhibits 10.1, 10.2, and 4.1, respectively. The description of the terms of the Warrant Letters and the New Warrants is not intended to be complete and is qualified in its entirety by reference to such exhibits.

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued the New Warrants in reliance on the exemption provided by Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders, Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated thereunder and in reliance on similar exemptions under applicable state laws with such reliance on Rule 506 based in part upon a representation of each of the holders of the Outstanding Warrants who signed Warrant Letters that they are an “accredited investor” as defined in Rule 501 promulgated pursuant to the Securities Act. Neither the issuance of the New Warrants nor the New Warrant Shares have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the New Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy the Company’s securities.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit Number		Exhibit Description
4.1		Form of Common Stock Purchase Warrant
10.1		Form of 2023 Inducement Letter
10.2		Form of 2025 Inducement Letter
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: September 23, 2025	By:	/s/ James E. Besser
		James E. Besser
		Chief Executive Officer

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FAQ

What transaction did Modular Medical (MODD) announce in this 8-K?

Modular Medical entered into inducement letter agreements with certain holders of its 2023 and 2025 warrants, who agreed to exercise a portion of those warrants at a reduced exercise price in exchange for receiving new five-year warrants.

How much cash does Modular Medical (MODD) expect to receive from the warrant exercises?

The company expects to receive gross proceeds of approximately $3.7 million from the exercise of the 2023 and 2025 warrants covered by the inducement letters, before deducting related expenses and fees.

What are the key terms of the new warrants issued by Modular Medical (MODD)?

The new warrants cover approximately 2,747,314 shares of common stock, have an exercise price of $0.84 per share, are exercisable on the date of issuance, and have a five-year term. They will be unlisted, carry Securities Act restrictive legends, and may be exercised on a cashless basis if resale registration is not effective or available.

What exercise prices apply to the existing Modular Medical (MODD) warrants involved in the inducement?

The original 2023 warrants had a $1.22 exercise price and the 2025 warrants had a $1.12 exercise price. Under the inducement letters, holders agreed to exercise these warrants at a reduced exercise price of $0.68 per share.

When is the Modular Medical (MODD) warrant transaction expected to close?

The transaction described in the 8-K is expected to close on or about September 25, 2025, subject to completion of the arrangements described.

Will the new Modular Medical (MODD) warrants or their underlying shares be registered or listed?

The new warrants will not be listed on any securities exchange or trading market and will have Securities Act restrictive legends. The company plans to use commercially reasonable efforts to register the resale of the shares underlying the new warrants, but the warrants themselves will remain unlisted.

How is Newbridge compensated in this Modular Medical (MODD) warrant inducement?

Newbridge, acting as servicing agent for the warrant letters, will receive a fixed fee of $400,000 and expense reimbursement of up to $50,000, regardless of the amount of gross proceeds from the warrant exercises.