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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 26, 2026
MODULAR MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41277 |
|
87-0620495 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
| 10740 Thornmint Road, San Diego, California |
|
92127 |
| (Address of principal executive offices) |
|
(Zip Code) |
858-800-3500
(Registrant’s telephone
number, including area code)
10740 Thornmint Road
San Diego, CA 92127
(Former name or former address, if changed since
last report)
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 (see General
Instruction A.2. below):
| |
☐ |
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 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 Reverse Split (as defined below) 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 March 30, 2026, Modular Medical, Inc. (the
“Company”) filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of
State of the State of Nevada (the “Amendment”) to effect a one (1)-for-thirty (30) reverse stock split of the Company’s
shares of common stock (the “Common Stock”), par value $0.001 per share (the “Reverse Split”). The number of authorized
shares of Common Stock and the par value per share will remain unchanged. Such amendment and ratio were previously approved by a majority
of the Company’s shareholders and by the board of directors.
The Reverse Split and Amendment became effective at
5:30 a.m., Eastern Time, on March 31, 2026. Upon the opening of trading on March 31, 2026, the Common Stock began trading on a post-split
basis under CUSIP number 60785L306.
All equity awards outstanding and Common Stock
reserved for issuance under the Company’s equity incentive plan and warrants outstanding immediately prior to the Reverse Split
will be appropriately adjusted by dividing the number of affected shares of Common Stock by 30 and, as applicable, multiplying the exercise
price by 30, as a result of the Reverse Split. No fractional shares will be outstanding following the Reverse Split. Holders of fractional
shares will be paid cash in lieu of shares.
The foregoing description of the Amendment is
not complete and is subject to, and qualified in its entirety by, the complete text of the Amendment, which is filed as Exhibit 3.1 to
this Current Report on Form 8-K, and incorporated by reference herein.
Item 8.01. Other Events.
On March 26, 2026, the Company issued a press release with respect
to the Reverse Split, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Modular Medical, Inc., filed with the Secretary of State of the State of Nevada on March 30, 2026. |
| 99.1 | | Press Release by Modular Medical, Inc. dated March 26, 2026 |
| 104 | | Cover Page Interactive Data File
(embedded within the Inline XBRL document) |
SIGNATURES
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, thereunto duly authorized.
| |
Modular Medical, Inc. |
| |
|
| Date: March 31, 2026 |
/s/ James E. Besser |
| |
James Besser |
| |
Chief Executive Officer |
Exhibit 99.1

Modular Medical Announces 1-for-30 Reverse Stock
Split
SAN DIEGO, CA / ACCESSWIRE / March 26, 2026 /
Modular Medical, Inc. (“Modular Medical” or the “Company”) (NASDAQ: MODD), an innovative insulin delivery technology
company, today announced that it will effect a 1-for-30 reverse stock split of its outstanding common stock. The reverse stock split will
become effective at 5:30am ET on March 31, 2026. The common stock is expected to begin trading on a split-adjusted basis on the Nasdaq
Capital Market (“Nasdaq”) under the same symbol “MODD” when the market opens on March 31, 2026, with the new CUSIP
number 60785L306.
The reverse stock split was approved by the Company’s
shareholders at the Company’s fiscal 2026 Annual Meeting, held on January 23, 2026. The reverse stock split is intended to increase the
per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq.
The reverse stock split will reduce the number of outstanding shares of the Company’s common stock from 139,810,797 shares pre-reverse
split to approximately 4,660,360 shares post-reverse split.
The number of authorized shares of common stock
and the par value per share will remain unchanged. As a result of the reverse stock split, every 30 shares of the Company’s pre-reverse
split common stock will be combined and reclassified into one share of common stock, as applicable. Proportionate voting rights and other
rights of such holders will not be affected by the reverse stock split. Holders of fractional shares will be paid cash in lieu of shares.
All equity awards outstanding and common stock
reserved for issuance under the Company’s equity incentive plans and warrants outstanding immediately prior to the reverse stock split
will be appropriately adjusted by dividing the number of affected shares of common stock by 30 and, as applicable, multiplying the exercise
price by 30, as a result of the reverse stock split.
The Company’s transfer agent, Colonial Stock Transfer
Co., Inc., is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding the
exchange of certificates for common stock for uncertificated shares of common stock. Shareholders owning shares via a broker or other
nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers’ particular processes,
and will not be required to take any action in connection with the reverse stock split.
Additional information about the reverse stock
split can be found in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”)
on January 8, 2026. The Proxy Statement is available at www.sec.gov or at the Company’s website at www.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. 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 but not limited to, the timing of the Company’s reverse stock split; successful development
of Modular Medical’s proprietary technologies, whether the market will accept Modular Medical’s products and services; anticipated
consumer demand for the Company’s products; general economic, and industry or political conditions in the United States or internationally;
and the occurrence of future events or circumstances, 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.
About Modular Medical
Modular Medical, Inc. (Nasdaq: MODD) is a development-stage
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. The Company’s 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.
Pivot is a trademark of Modular Medical in the
United States. All other trademarks mentioned herein are the property of their respective owners.
CONTACT:
Jeb Besser
Chief Executive Officer
Modular Medical, Inc.
+1 (617) 399-1741
IR@modular-medical.com