Item 5.07. Submission
of Matters to a Vote of Security Holders.
As previously disclosed in the Current Report on Form
8-K (the “January 2023 Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on January 31,
2023 by Nemaura Medical Inc. (the “Company”), on January 27, 2023, the Company entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with several accredited institutional investors (the “Purchasers”) pursuant to which
the Company agreed to issue to the Purchasers, in a registered direct offering (the “Offering”), an aggregate of 4,796,206
shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), for a
purchase price per share of $1.75 for aggregate gross proceeds to the Company of approximately $8.4 million, before deducting fees to
the placement agent and other estimated offering expenses payable by the Company. The Shares were offered by the Company pursuant to an
effective shelf registration statement on Form S-3 (File No. 333-263618), which was declared effective by the SEC on March 28, 2022 (the
“Registration Statement”).
Also as previously disclosed in the January 2023 Form
8-K, in a concurrent private placement (the “Private Placement”), the Company also sold to the Purchasers warrants to purchase
an aggregate of 4,796,206 shares of Common Stock at an exercise price per share of $2.00 (the “Warrants”). The Warrants are
exercisable at the later of the effective date of shareholder approval or six months following the issue date and will expire five years
and six months following the issuance date
The Warrants and the shares of Common Stock issuable
upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and were instead offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) under Regulation
D promulgated thereunder. The Company agreed to file a registration statement (the “Resale Registration Statement”) to register
the resale of the Warrant Shares within 45 days of the date of the offering to obtain effectiveness of such Resale Registration Statement
within 90 days following the closing of the offering.
On January 27, 2023, the holders of an aggregate of
13,596,205 shares of the Company’s common stock, representing approximately 56.4% of the overall voting power of the Company, approved
proposed issuance and sale of up to (i) 4,796,206 shares of the Company’s Common Stock, at a price per share of $1.75, for a gross
deal size of up to $8,393,360.50 to the Investors in the Offering, and (ii) Warrants to purchase up to 4,796,206 shares of Common Stock,
at an exercise price of $2.00 share, for an aggregate purchase price of up to $9,592,412, in the Private Placement. Such stockholders
also approved (i) the forms of, and the execution of, the Securities Purchase Agreement, the placement agent agreement (the “Placement
Agent Agreement”) and the Warrant; (ii) the filing of a prospectus supplement to the Registration Statement regarding the Offering
(the “Prospectus Supplement”), and a Form D with respect to the Warrants and Warrant Shares as required under Regulation D
of the Securities Act; (iii) the filing of the Resale Registration Statement; and (iv) the filing with the Nasdaq Capital Market (the
“Exchange”) applications or other such document(s) to effect the listing (the “Listing Applications”) on the Exchange
of the Shares and Warrant Shares to be offered pursuant to the Prospectus Supplement and Resale Registration Statement.
The foregoing discussion of the Offering, the securities
to be issued in connection therewith, the Purchase Agreement, the Placement Agent Agreement and the Warrants does not purport to be complete
and is qualified in its entirety by reference to disclosures contained in the January 2023 Form 8-K and the definitive transaction documents,
copies of which were filed as exhibits to the January 2023 Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this
offer, solicitation, or sale would unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration
statement.