Modular Medical (Nasdaq: MODD) details $4.68M stock and warrant sale offering

Rhea-AI Filing Summary

Modular Medical, Inc. entered into an underwriting agreement for a firm commitment public offering of 12,173,000 shares of common stock, together with accompanying warrants exercisable for up to 6,086,500 shares. The transaction is expected to generate approximately $4.68 million in gross proceeds before underwriting discounts, commissions and expenses.

Each two shares of common stock are sold with one warrant at a combined price of $0.77, with the warrants exercisable immediately at $0.45 per share for five years. The company agreed to pay the underwriter a 7% cash fee plus up to $85,000 of expenses, granted a 30‑day over‑allotment option for additional shares and warrants, and issued underwriter warrants equal to 7% of the firm shares. Directors and executive officers are subject to 60‑day lock‑ups, and the company agreed to a 90‑day lock‑up on additional equity sales.

Insights

Equity capital markets analyst

Modular Medical raises $4.68M via underwritten stock and warrant deal.

Modular Medical is using an effective shelf registration to complete a firm commitment offering of 12,173,000 common shares with accompanying warrants for up to 6,086,500 shares. The combined price is $0.77 for each package of two shares and one warrant, producing expected gross proceeds of about $4.68 million before fees and expenses. The underwriter’s compensation includes a 7% cash fee on the gross proceeds plus up to $85,000 in reimbursed expenses.

The investor warrants are immediately exercisable at an exercise price of $0.45 per share and have a five‑year term, creating a multi‑year window in which additional capital could be raised if holders choose to exercise. Separately, the underwriter receives its own warrant for 852,110 shares, equal to 7% of the firm shares sold, with an exercise price at 120% of the investor warrant exercise price and a 180‑day delay before it can be exercised. These underwriter warrants also carry piggyback registration rights if the underlying shares are not already covered.

The agreement includes a 30‑day over‑allotment option for up to 1,825,950 additional shares and warrants to purchase up to 912,975 shares, which can expand the deal size if investor demand supports it. Directors and executive officers agreed to 60‑day lock‑ups on sales of company securities, while the company itself agreed to a 90‑day restriction on additional equity issuances, limiting near‑term supply of new securities outside this transaction. Overall, this is a standard small‑cap equity and warrant financing structure, with the actual impact depending on market reception and future warrant exercise activity.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): December 10, 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.

On December 10, 2025, Modular Medical, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Newbridge Securities Corporation (the “Underwriter”), relating to a firm commitment underwritten offering (the “Offering”) of (i) 12,173,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), referred to as the “Firm Shares,” and (ii) accompanying warrants exercisable to purchase up to 6,086,500 shares of Common Stock (the “Warrants”), referred to as the “Firm Warrants.” The gross proceeds to the Company from the Offering will be approximately $4.68 million, before deducting underwriting discounts and commissions and offering expenses. Pursuant to the Agreement, the Company agreed to pay the Underwriter a cash fee equal to 7% of the gross proceeds received from the Offering and to reimburse the Underwriter for its expenses incurred in connection with the Offering in an amount up to $85,000. 

Each two shares of Common Stock are being offered and sold together with one accompanying warrant at a combined price of $0.77, yielding an effective price of $0.38 per share and $0.01 per warrant. The Warrants will have an exercise price of $0.45 per share (the “Exercise Price”), are exercisable immediately upon issuance, and will expire five years following the date of issuance. The Warrants will be issued pursuant to a warrant agency agreement to be entered into by and between the Company and Colonial Stock Transfer Company, Inc., as warrant agent.

The Offering closed on December 11, 2025 (the “Closing Date”).

The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333- 287313) previously filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2025 and declared effective by the SEC on May 22, 2025, and a preliminary prospectus supplement relating to the Offering dated December 9, 2025 and a final prospectus supplement relating to the Offering dated December 10, 2025.

Pursuant to the Agreement, the Company has granted to the Underwriter a 30-day option (the “Over-allotment Option”) to purchase from the Company (i) up to an additional 1,825,950 shares of Common Stock, representing 15% of the Firm Shares sold in the Offering (the “Option Shares”), and/or (ii) additional Warrants to purchase up to 912,975 shares of Common Stock, representing fifteen percent (15%) of the Firm Warrants sold in the Offering, solely for the purpose of covering over-allotments of such securities, if any. The Company has also agreed to issue to the Underwriter on the Closing Date and each Over-allotment Option Closing Date, if any, a warrant (the “Underwriter Warrant”) for the purchase of a number of shares of Common Stock equal to an aggregate of 7% of the Firm Shares sold on the Closing Date (equal to 852,110 shares) and 7% of the Option Shares sold on each Over-allotment Option Closing Date, if any. The Underwriter Warrant will have substantially the same terms as the Firm Warrants, except that the Underwriter Warrant will have an exercise price equal to 120% of the Exercise Price, will not be exercisable for 180 days from the Closing Date and will include piggyback registration rights that are triggered if there is not an effective registration statement covering all of the shares of Common Stock issuable upon exercise of the Underwriter Warrant.

Pursuant to the Agreement, each of the Company’s directors and executive officers entered into “lock-up” agreements with the Underwriter that, subject to certain exceptions, prohibit, without the prior written consent of the Underwriter, the sale, transfer, or other disposition of securities of the Company for a period of 60 days from the date of the Offering. The Company has agreed not to, subject to certain exceptions, offer, pledge, sell, contract to sell, sell any option, right or warrant to purchase, lend or otherwise transfer or dispose, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, for a period of 90 days from the date of the Offering.

The foregoing description of the Agreement, the Warrants, and the Underwriter Warrant is not complete and is qualified in its entirety by reference to the full text of the Agreement, the Form of Warrants, and the Underwriter Warrant, copies of which are filed herewith as Exhibits 1.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

A copy of the legal opinion of Lucosky Brookman, LLP relating to the Firm Securities 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 8.01 Other Events.

The Company issued press releases announcing the launch of the Offering on December 9, 2025 and the pricing of the Offering on December 10, 2025. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are each incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit Number		Exhibit Description
1.1		Underwriting Agreement, dated as of December 10, 2025, between the Company and Newbridge Securities Corporation
4.1		Form of Warrant
4.2		Form of Underwriter Warrant
5.1		Opinion of Lucosky Brookman, LLP
23.1		Consent of Lucosky Brookman, LLP (included in Exhibit 5.1)
99.1		Press Release dated December 9, 2025, regarding the launch of the Offering
99.2		Press Release dated December 10, 2025, regarding the pricing of the Offering
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: December 11, 2025	By:	/s/ James E. Besser
		James E. Besser
		Chief Executive Officer

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FAQ

What capital raise did Modular Medical (MODD) disclose?

Modular Medical disclosed a firm commitment underwritten public offering of 12,173,000 shares of common stock together with accompanying warrants exercisable for up to 6,086,500 shares of common stock.

How much money will Modular Medical (MODD) receive from the offering?

The company expects to receive approximately $4.68 million in gross proceeds from the offering, before underwriting discounts, commissions and offering expenses.

What are the terms of the investor warrants issued by Modular Medical?

The investor warrants are exercisable to purchase up to 6,086,500 shares of common stock at an exercise price of $0.45 per share. They are exercisable immediately upon issuance and will expire five years after the date of issuance.

What over-allotment option did Modular Medical grant to the underwriter?

Modular Medical granted the underwriter a 30‑day over‑allotment option to purchase up to 1,825,950 additional shares of common stock and additional warrants to purchase up to 912,975 shares, solely to cover any over‑allotments.

What are the lock-up periods for Modular Medical insiders and the company?

Each director and executive officer entered into a lock‑up agreement restricting sales or transfers of company securities for 60 days from the date of the offering. The company agreed to a separate lock‑up restricting most equity issuances for 90 days from the date of the offering.

What are the key terms of the underwriter warrant issued by Modular Medical?

The underwriter warrant covers 852,110 shares, equal to 7% of the firm shares sold, plus 7% of any option shares sold. It has substantially the same terms as the investor warrants but with an exercise price of 120% of the $0.45 exercise price, is not exercisable for 180 days after the closing date, and includes piggyback registration rights under certain conditions.