James E. Besser
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 60785L108
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13D/A
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Page 2 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
Manchester Management Company, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
5,858,384
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
5,858,384
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,858,384
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.44%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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* Percentage of class calculated based on 18,057,957 total outstanding
shares of Common Stock as of November 20, 2018, as reported in the Issuer’s Current Report on Form 8-K for filed with the
Securities and Exchange Commission (“SEC”) on November 20, 2018.
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CUSIP No. 60785L108
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13D/A
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Page 3 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
Manchester Explorer, LP,
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
5,016,566
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
5,016,566
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,016,566
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.78%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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* Percentage of class calculated based on 18,057,957 total outstanding
shares of Common Stock as of November 20, 2018, as reported in the Issuer’s Current Report on Form 8-K for filed with the
Securities and Exchange Commission (“SEC”) on November 20, 2018.
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CUSIP No. 60785L108
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13D/A
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Page 4 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
JEB Partners, LP,
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
841,818
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
841,818
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,818
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.66%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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* Percentage of class calculated based on 18,057,957 total outstanding
shares of Common Stock as of November 20, 2018, as reported in the Issuer’s Current Report on Form 8-K for filed with the
Securities and Exchange Commission (“SEC”) on November 20, 2018.
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CUSIP No. 60785L108
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13D/A
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Page 5 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
James E. Besser
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF, OO, PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
269,719
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8.
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SHARED VOTING POWER
5,858,384
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9.
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SOLE DISPOSITIVE POWER
269,719
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10.
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SHARED DISPOSITIVE POWER
5,858,384
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,128,103
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.94%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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* Percentage of class calculated based on 18,057,957 total outstanding
shares of Common Stock as of November 20, 2018, as reported in the Issuer’s Current Report on Form 8-K for filed with the
Securities and Exchange Commission (“SEC”) on November 20, 2018.
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CUSIP No. 60785L108
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13D/A
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Page 6 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS
Morgan C. Frank
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
AF, OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
180,830
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8.
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SHARED VOTING POWER
5,858,384
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9.
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SOLE DISPOSITIVE POWER
180,830
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10.
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SHARED DISPOSITIVE POWER
5,858,384
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,039,214
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.44%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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* Percentage of class calculated based on 18,057,957 total outstanding
shares of Common Stock as of November 20, 2018, as reported in the Issuer’s Current Report on Form 8-K for filed with the
Securities and Exchange Commission (“SEC”) on November 20, 2018.
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CUSIP No. 60785L108
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13D/A
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Page 7 of 9 Pages
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value
$0.001 per share (the “Common Stock”), of Modular Medical, Inc., a Nevada corporation (the “Issuer”), whose
principal executive offices are located at 800 West Valley Parkway, Suite 203, Escondido, California 92025.
Item 2. Identity and Background.
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(a)
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The persons filing this statement are Manchester Management Company, LLC, a Delaware limited liability company (“Manchester Management”), Manchester Explorer, L.P., a Delaware limited partnership (“Manchester Explorer”), JEP Partners, LP, a Delaware limited partnership (“JEBP”) James E. Besser, a citizen of the United States of America (“Mr. Besser”), and Morgan C. Frank, a citizen of the United States of America (“Mr. Frank” and, together with Manchester Management, Manchester Explorer, JEBP and Mr. Besser, the “Reporting Persons”).
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(b)
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The address of the Reporting Persons is
3 West Hill Place, Boston, Massachusetts 02114
.
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(c)
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Manchester Management is principally engaged in the business of providing investment management services to its advisory clients, including Manchester Explorer and JEBP. Manchester Management is also the general partner of Manchester Explorer and JEBP, which is are investment funds principally engaged in the business of investing in securities. Mr. Besser serves as a Managing Member of Manchester Management. Mr. Frank serves as a portfolio manager and as consultant for Manchester Management.
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(d)
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– (e) During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
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(f)
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Manchester Management, JEBP and Manchester Explorer are Delaware entities. Messrs. Besser and Frank are citizens of the United States of America.
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Item 3. Source or Amount of Funds or Other
Consideration.
Item 3 is amended and supplemented by
the below:
The aggregate 6,308,933 shares of Common
Stock that may be deemed to be beneficially owned by the Reporting Persons consists of (i) 5,016,566 owned directly by Manchester
Explorer, (ii) 841,818 shares owned directly by JEBP, (iii) 180,830 shares owned directly by Mr. Frank and (iv) 269,719 shares
owned directly by Mr. Besser.
Item 4. Purpose of Transaction.
The purpose of the transaction was to
acquire shares of Common Stock for investment purposes. The Reporting Persons do not have any present plan or proposal which
would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
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CUSIP No. 60785L108
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13D/A
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Page 8 of 9 Pages
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Item 5. Interest in Securities of the Issuer.
(a) - (e)
As of the date hereof, Manchester Management may be deemed to be
the beneficial owner of 5,858,384 shares of Common Stock, constituting 32.44% of the issued and outstanding shares, based upon
18,057,957 shares of Common Stock outstanding as of the date hereof. Manchester Management has the sole power to vote or
direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,858,384 shares of Common Stock.
Manchester Management has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power
to dispose or direct the disposition of 5,858,384 shares of Common Stock.
As of the date hereof, Manchester Explorer may be deemed to be the
beneficial owner of 5,016,566shares of Common Stock, constituting 27.28% of the issued and outstanding shares, based upon 18,057,957shares
of Common Stock outstanding as of the date hereof. Manchester Explorer has the sole power to vote or direct the vote of 0
shares of Common Stock and the shared power to vote or direct the vote of 5,016,566shares of Common Stock. Manchester Explorer
has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the
disposition of 5,016,566shares of Common Stock. Manchester Explorer directly owns 5,016,566 of Common Stock.
As of the date hereof, JEBP may be deemed to be the beneficial owner
of 841,818shares of Common Stock, constituting 4.66% of the issued and outstanding shares, based upon 18,057,957shares of Common
Stock outstanding as of the date hereof. JEBP has the sole power to vote or direct the vote of 0 shares of Common Stock and
the shared power to vote or direct the vote of 841,818shares of Common Stock. JEBP has the sole power to dispose or direct
the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 841,818shares of Common
Stock. JEBP directly owns 841,818shares of Common Stock.
As of the date hereof, Mr. Besser may be deemed to be the beneficial
owner of 6,128,103 shares of Common Stock, constituting 33.94% of the issued and outstanding shares, based upon 18,057,957shares
of Common Stock outstanding as of the date hereof. Mr. Besser has the sole power to vote or direct the vote of 269,719 shares
of Common Stock and the shared power to vote or direct the vote of 6,128,shares of Common Stock. Mr. Besser has the sole
power to dispose or direct the disposition of 269,719 shares of Common Stock and the shared power to dispose or direct the disposition
of 6,128,103 shares of Common Stock. Mr. Besser directly owns 269,719shares of Common Stock.
As of the date hereof, Mr. Frank may be deemed to be the beneficial
owner of 6,039,214 shares of Common Stock, constituting 33.44% of the issued and outstanding shares, based upon 18,057,957shares
of Common Stock outstanding as of the date hereof. Mr. Frank has the sole power to vote or direct the vote of 180,830 shares
of Common Stock and the shared power to vote or direct the vote of 6,039,214 shares of Common Stock. Mr. Frank has the sole
power to dispose or direct the disposition of 180,830shares of Common Stock and the shared power to dispose or direct the disposition
of 6,039,214 shares of Common Stock. Mr. Frank directly owns 180,830 shares of Common Stock.
Each of the Reporting Persons disclaims beneficial ownership of
the reported securities except (i) for the shares of Common Stock directly owned by such person and (ii) to the extent of their
pecuniary interest therein
On November 20, the Reporting Persons acquired 720,001 shares in
a private transaction at a price of $2.25 per share. There were no other transaction in the securities of the Issuer in the past
60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Reporting Persons report no change from
the previous Schedule 13D, Amendment #1.
Item 7. Material to Be Filed as Exhibits.
Exhibit A: Joint filing Agreement.
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CUSIP No. 60785L108
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13D/A
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Page 9 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 20, 2018
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Manchester Management Company, LLC
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By: /s/ James E. Besser
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Name: James E. Besser
Title: Managing Member
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Manchester Explorer, L.P.
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By: /s/ James E. Besser
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Name: James E. Besser
Title: Managing Member of the General Partner
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JEB Partners, L.P.
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By: /s/ James E. Besser
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Name: James E. Besser
Title: Managing Member of the General Partner
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James E. Besser
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/s/ James E. Besser
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Morgan C. Frank
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/s/ Morgan C. Frank
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Exhibit A
Joint Filing Agreement
In accordance with Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement
on Schedule 13D (including amendments thereto) with respect to the shares of common stock, par value $0.001, of Modular Medical,
Inc., and that this agreement may be included as an exhibit to such joint filing. Each person executing this agreement is responsible
for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but no person executing this agreement is responsible for the completeness or accuracy
of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such
information is inaccurate. This agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument.
Dated: November 20, 2018
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Manchester Management Company, LLC*
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By: /s/ James E. Besser
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Name: James E. Besser
Title: Managing Member
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Manchester Explorer, L.P.*
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By: /s/ James E. Besser
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Name: James E. Besser
Title: Managing Member of the General Partner
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JEB Partners, L.P.
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By: /s/ James E. Besser
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Name: James E. Besser
Title: Managing Member of the General Partner
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James E. Besser*
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/s/ James E. Besser
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Morgan C. Frank*
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/s/ Morgan C. Frank
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