Form 8-K - Current report

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): July 5, 2023

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 Number)		(IRS Employer Identification No.)

10740 Thornmint Road, San Diego, California		92127
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 800-3500

(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:

☐	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 3.02 Unregistered Sales of Equity Securities.

The relevant information in Item 5.02 on this Current Report on Form 8-K, regarding the RSU (as defined below) is incorporated herein by reference. The shares of common stock underlying the RSU were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of William Febbo from the Board of Directors

On July 5, 2023, William Febbo resigned from the board of directors (the “Board”) of Modular Medical, Inc. (the “Company”) effective immediately. Mr. Febbo’s resignation was not due to a disagreement with the Company on any matter relating to its operations, policies or practices.

Appointment of Duane DeSisto to the Board of Directors

On July 5, 2023, the Board appointed Duane DeSisto, 68, to serve as a member of the Board and to chair the Compensation Committee of the Board, effective immediately. The Board believes that Mr. DeSisto’s experience, which includes over 45 years of progressive management experience and over 25 years of experience in the medical device industry as a member of senior management and as a board member at multiple public companies makes him ideally qualified to serve as a member of the Board.

From 2001 to 2014, Mr. DeSisto served as the chief executive officer of Insulet Corporation, manufacturer of the world’s first patch insulin pump. Prior to 2001, he held executive positions with Paper Exchange, an Ebusiness solution for the pulp and paper industry, AAI-Foster Grant, a sunglass and eyeglass provider to point-of-purchase retail, and Zoll Medical, a defibrillator manufacturer. Mr. DeSisto holds an undergraduate degree from Providence College and a masters of business administration degree from Bryant University.

Family Relationships

Mr. DeSisto does not have a family relationship with any of the current officers or directors of the Company.

Related Party Transactions

There are no related party transactions with regard to Mr. DeSisto reportable under Item 404(a) of Regulation S-K.

Compensatory Arrangements

In connection with his appointment to the Board, Mr. DeSisto was granted a restricted stock unit for 250,000 shares of the Company’s common stock (the “RSU”). The RSU vests quarterly over a three-year period, subject to Mr. DeSisto’s continued service with the Company. As a non-employee director of the Company, Mr. DeSisto will participate in the same compensation arrangements as the other non-employee directors of the Company, whereby for each year of service, he will be entitled to receive $30,000 annually, paid in quarterly installments in either cash, options to purchase shares of the Company’s common stock or in shares of common stock of the Company, as directed by Mr. DeSisto based on an annual election. In addition, Mr. DeSisto will also receive an annual service equity award of $100,000 paid in quarterly installments in either options to purchase shares of the Company’s common stock or shares of the Company’s common stock, as directed by Mr. DeSisto based on an annual election.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1

Press Release Dated July 6, 2023

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

#	Schedules and/or exhibits have been omitted from this exhibit pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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: July 10, 2023	By:	/s/ James E. Besser
		James E. Besser
		Chief Executive Officer

Exhibit 99.1

Modular Medical Announces Diabetes Industry Veteran Duane DeSisto Will Join the Board of Directors

SAN DIEGO, CA / ACCESSWIRE / July 6, 2023 / Modular Medical, Inc. (the “Company” or “Modular Medical”) (Nasdaq: MODD), a development stage insulin delivery technology company seeking to launch the next generation of easy to use and affordable insulin pump technology, today announced the appointment of medical device industry leader Duane DeSisto to its board of directors. Mr. DeSisto was previously President, CEO and Director of Insulet Corporation, developers of the groundbreaking OmniPod Insulin Management System, before retiring in 2014.

“Duane brings more than 25 years of experience in the medical device industry and is a visionary business leader credited with the launch and transformational growth of Omnipod, the first insulin patch pump from Insulet,” said Jeb Besser, CEO of Modular Medical. “Duane’s extensive background in operational leadership and commercialization of insulin pumps will be an extremely valuable resource for our team, as we prepare to launch our patch pump.”

Mr. DeSisto will partner with Paul DiPerna, Modular Medical’s founder and the former CEO of Tandem Diabetes. “I am excited to have Duane join our board, as I believe his strategic leadership and market development expertise, and our combined experience leading the commercialization of the two industry-leading pumps will create tremendous momentum for Modular Medical,” said Mr. DiPerna.

Mr. DeSisto served as President and CEO of Insulet from 2001 to 2014, where he led the creation and commercial adoption of the Company’s debut product, OmniPod, the world’s first tubing-free disposable insulin pump. Under Mr. DeSisto, Insulet grew from an early-stage company to a market cap of more than $2 billion and was nationally recognized for its technology design and rapid growth, including being listed fourth on Forbes’ “Most Innovative Growth Companies” in 2014 with five-year average sales growth of 47 percent. Prior to that, he served as Chief Financial Officer of AAI-Foster Grant and Zoll Medical Corporation.

“I look forward to working with Paul, the board and leadership team to launch this novel, easy to use affordable pump that will clearly open the market to many more patients and improve diabetes outcomes,” said Mr. DeSisto.

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. Our 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 MODD, 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.

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. These factors include, but are not limited to, market and other conditions, whether the Company can successfully develop the Company’s proprietary technologies and whether the market will accept the Company’s products and services, and the impact of COVID-19, general economic, industry or political conditions in the United States or internationally as well as other risk factors and business considerations described in the Company’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 the Company’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. The Company assumes no obligation to update these forward-looking statements, except as required by law.

All 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

Cover	Jul. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 05, 2023
Entity File Number	001-41277
Entity Registrant Name	MODULAR MEDICAL, INC.
Entity Central Index Key	0001074871
Entity Tax Identification Number	87-0620495
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10740 Thornmint Road
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92127
City Area Code	858
Local Phone Number	800-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MODD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false