MODD

Modular Medical, Inc. (MODD) - Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by Modular Medical, Inc. on March 6, 2026, reporting events occurring on March 3, 2026. The filing details the completion of a best-efforts equity offering to raise capital.

Key Financial Metrics and Transaction Details

• Gross Proceeds: Approximately $12 million.
• Securities Issued:
  • 62,098,000 shares of Common Stock.
  • Pre-funded warrants to purchase 6,000,000 shares of Common Stock.
  • Common warrants to purchase up to 68,098,000 shares of Common Stock.
• Offering Price:
  • Common Stock + Common Warrant: $0.1762 per unit.
  • Pre-funded Warrant + Common Warrant: $0.1752 per unit.
• Transaction Costs:
  • Placement Agent Fee: 7% of gross proceeds.
  • Expense Reimbursement: $100,000.
• Warrant Terms: Exercise price of $0.1762; exercisable immediately; expire on the fifth anniversary of issuance.

Material Changes and Agreements

The Company entered into a Placement Agency Agreement with Maxim Group LLC and Securities Purchase Agreements with multiple investors. The offering closed on March 4, 2026, pursuant to an effective Registration Statement on Form S-1 (No. 333-293842).

Lock-Up Agreements:

• Directors and Officers: Prohibited from selling securities for 90 days from the offering date.
• Company: Restricted from issuing new equity or entering into Variable Rate Transactions for 45 days from the closing date.

Outlook, Risks, and Contingencies

The filing does not provide specific forward-looking guidance, revenue projections, or management commentary regarding future operational performance beyond the completion of the capital raise. The primary risk noted is the dilution of existing shareholders due to the issuance of approximately 68 million shares of common stock and warrants.

Investor Verification Checklist

• Verify the net proceeds after deducting the 7% placement fee and $100,000 expense reimbursement.
• Review the full text of the Placement Agency Agreement (Exhibit 1.1) and Securities Purchase Agreement (Exhibit 10.1) for specific investor rights and conditions.
• Confirm the impact of the 68,098,000 new shares and warrants on the fully diluted share count and earnings per share.
• Check the press release (Exhibit 99.1) for the intended use of proceeds.
• Monitor compliance with the 45-day and 90-day lock-up restrictions.