Modular Medical, Inc. SEC Filings

Modular Medical, Inc. completed a best-efforts public offering of 68,098,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants, generating approximately $12 million in gross proceeds before fees and expenses.

The deal included 62,098,000 shares of common stock, 6,000,000 pre-funded warrants, and common warrants to purchase up to 68,098,000 shares, all priced at a combined $0.1762 per share (or pre-funded warrant) and warrant. The common warrants are immediately exercisable at $0.1762 per share and expire five years after issuance, with ownership capped at 4.99% or, at the holder’s election, 9.99% of outstanding common stock after exercise.

Directors and executive officers agreed to 90‑day lock-ups, and the company agreed to limits on variable rate issuances for 45 days after closing. Maxim Group LLC acted as placement agent, receiving a 7% cash fee on gross proceeds plus $100,000 in expense reimbursement.

Modular Medical, Inc. is offering 68,098,000 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 68,098,000 shares, on a best-efforts basis.

The combined public offering price per share with a warrant is $0.1762 (pre-funded package at $0.1752). Net proceeds if fully sold are estimated at approximately $10.9 million, which the company plans to use for repayment of amounts drawn under its recent promissory note, working capital and to fund commercialization activities tied to its Pivot insulin pump following FDA clearance.

Modular Medical, Inc. is filing an S-1 to offer up to 23,571,007 shares of common stock and accompanying common warrants, plus 47,142,014 shares issuable upon exercise of pre-funded and common warrants, on a best-efforts basis for up to $12,000,000 in gross proceeds. The company estimates net proceeds of about $10.9 million if the maximum amount is sold and plans to use the funds to repay amounts drawn under a $350,000 insider credit facility, support FDA approval and commercialization of its Pivot insulin pump, and fund working capital and R&D.

Modular is a pre-revenue diabetes device company with FDA clearance for its earlier MODD1 pump and a 510(k) filing underway for the Pivot product, which it expects to launch after regulatory clearance. The company discloses substantial doubt about its ability to continue as a going concern, noting cash is not expected to fund operations for the next 30 days without additional capital, and reports an accumulated deficit of $106.6 million as of December 31, 2025.

The filing also highlights recent financings, Nasdaq minimum bid-price deficiency with a reverse split already authorized, an increase in authorized common shares to 250,000,000, and heavy reliance on future equity raises and partnerships to fund commercialization and manufacturing of its insulin pumps.

Modular Medical, Inc. entered into a new secured promissory note with its chief executive officer, James E. Besser, creating a $350,000 revolving credit facility. The note carries 12% interest on each draw and matures on March 25, 2026, with all company assets and intellectual property pledged as collateral.

The company has not yet borrowed under this facility. Principal and interest must be repaid by the maturity date or earlier if the company raises more than $2,000,000 in equity financings before maturity. Individual draw requests must be at least $50,000 and cannot exceed the remaining availability under the credit limit.

Modular Medical, Inc. reported higher operating losses for the quarter ended December 31, 2025 as it continues to be a pre-revenue diabetes insulin pump developer. Quarterly research and development expense rose to $5.4M and selling, general and administrative expense to $1.8M, driving a net loss of $7.4M.

For the nine months, the net loss widened to $21.9M and operating cash use reached $17.9M. Cash and cash equivalents dropped to $2.9M from $13.1M at March 31, 2025, and management states this is insufficient to fund operations for the next 30 days without new financing.

The company received FDA clearance in September 2024 for its MODD1 insulin pump but plans to commercialize its next‑generation Pivot patch pump instead. A 510(k) submission for Pivot was filed on November 13, 2025, and the company expects potential clearance by March 31, 2026 or shortly thereafter.

To shore up liquidity, Modular Medical raised roughly $4.8M in a December 2025 public offering, about $4.0M from a September 2025 warrant inducement, and $1.9M through at‑the‑market stock sales. Even so, the filing cites “substantial doubt” about the ability to continue as a going concern.

Solas Capital Management, LLC and Frederick Tucker Golden report beneficial ownership of 5,326,906 shares of Modular Medical, Inc. common stock, representing about 6.8% of the company’s outstanding common stock.

The position includes 4,424,059 common shares and 902,847 additional shares issuable upon exercise of warrants held by two private funds and another fund they manage. Voting and investment power over all 5,326,906 shares is reported on a shared basis, with no sole voting or dispositive power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Modular Medical.

Modular Medical, Inc. reported that shareholders approved a charter amendment increasing the company’s authorized common stock from 100,000,000 to 250,000,000 shares. This amendment was filed with the Nevada secretary of state on January 23, 2026, and reflects shareholder approval at the 2026 annual meeting.

At the annual meeting, a quorum representing approximately 69% of the outstanding common shares entitled to vote was present in person, virtually, or by proxy. All nominated directors, including Duane DeSisto, Paul DiPerna, and other candidates listed, were elected to serve until the next annual meeting. The filing also shows that shareholders approved each of the six proposals presented, based on the reported vote totals.

Modular Medical, Inc. is asking shareholders at its January 23, 2026 virtual annual meeting to elect eight directors and approve several key capital and compensation proposals. The board seeks authority to implement, within one year, a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑40 without reducing authorized shares, primarily to address Nasdaq’s $1.00 minimum bid-price requirement. A separate proposal would increase authorized common shares from 100,000,000 to 250,000,000, and another would add 3,000,000 shares to the 2017 Equity Incentive Plan. Shareholders will also vote on a non‑binding advisory resolution on executive pay and on ratifying Farber Hass Hurley LLP as auditor for the year ending March 31, 2026. As of the December 24, 2025 record date, 77,676,339 common shares were outstanding.

Modular Medical director Steven Felsher reported buying 60,000 shares of the company’s common stock in an underwritten public offering on December 11, 2025. The transaction was coded as an acquisition, and his directly held common stock increased to 253,177 shares after the purchase.

Felsher also acquired warrants to purchase 30,000 shares of common stock at an exercise price of $0.45 per share. These warrants were immediately exercisable on December 11, 2025 and expire on December 11, 2030. The offering price was $0.77 for each combination of two shares of common stock and one warrant, and his total beneficial ownership of this warrant class is 30,000 warrants.