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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):
February 23, 2026
| MODULAR MEDICAL, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
000-49671 |
|
87-0620495 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
| 16772 W Bernardo Drive, 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 1.01. Entry into a Material Definitive Agreement
Credit Facility
On February 23, 2026, Modular Medical, Inc. (the “Company”)
issued a secured promissory note (the “Note”) to James E. Besser (“the Lender”), the Company’s chief executive
officer, that provides the Company with a $350,000 revolving credit facility with all amounts being drawn down by the Company thereunder
being due and payable, subject to acceleration in the event of a default, on March 25, 2026 (the “Maturity Date”). Interest
at the rate of 12% is payable on each draw down without regard to the draw down date or the date when interest is paid. Any amounts owed
by the Company pursuant to the Note will be secured by all assets and intellectual property of the Company.
As of the date of this Current Report on Form 8-K there have
been no borrowings under the Note.
The principal amount of the Note and interest due thereon is
payable to the Lender no later than the earlier of: (i) the Maturity Date and (ii) the date on which the Company has received proceeds
in excess of $2,000,000 from a transaction or series of related transactions occurring prior to the Maturity Date, which such transactions
constitute equity financings or other issuances of the Company’s equity securities. Provided that no Event of Default (as such term
is defined in the Note) has occurred, on any date prior to the Maturity Date, upon no less than three days written notice by the Company
specifying the draw amount, the Lender will advance the draw amount to the Company. No draw amount can be in an amount less than $50,000
or exceed an amount equal to $350,000 minus the aggregate principal amount outstanding under the Note at the time of such draw request.
If an Event of Default occurs and is continuing, the Lender may declare all of the Note, including any interest and other amounts due,
to be due and payable immediately.
The foregoing summary of the terms of the Note should be read
in conjunction with the form of Note filed as an exhibit to this Current Report on Form 8-K under Item 9.01, which contain all of the
terms and conditions of the Note.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off Balance Sheet Arrangement of the Registrant.
The disclosures in Item 1.01 and Exhibit 10.27 of this Current
Report on Form 8-K are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 10.27 |
|
Promissory
Note dated February 23, 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: February 24, 2026 |
/s/ James E. Besser |
| |
James Besser |
| |
Chief Executive Officer |
