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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
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Date of Report (Date of earliest event reported):
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November
24, 2021
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MODULAR MEDICAL, INC.
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(Exact name of registrant as specified in
its chapter)
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Nevada
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000-49671
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87-0620495
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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16772
W. Bernardo Drive, San Diego, California
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92127
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code:
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(858) 800-3500
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(Former name or former address, if changed since last report)
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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:
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o
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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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 x
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.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On November 24, 2021, Modular Medical, Inc. (the “Company”) filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Nevada (the “Amendment”) to effect a one-for-three reverse stock split of the Company’s shares of common stock (the “Reverse Split”). Such amendment and ratio were previously approved by a majority of the Company’s stockholders and by the Company’s board of directors.
As a result of the Reverse Split, every three shares of the Company’s pre-reverse split outstanding common stock will be combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders will not be affected by the Reverse Split. No fractional shares will be issued in connection with the Reverse Split and any fractional shares of common stock resulting from the Reverse Split will be rounded up to the nearest whole share.
All stock options outstanding and common stock reserved for issuance under the Company’s equity incentive plan and warrants outstanding immediately prior to the Reverse Split will be appropriately adjusted by dividing the number of affected shares of common stock by three and, as applicable, multiplying the exercise price by three, as a result of the Reverse Split.
The Reverse Split
was approved by the Financial Industry Regulatory Authority, and the Company’s common stock began trading on a post-split
basis on the OTCQB® Venture Market at the open of trading on November 29, 2021. The Company’s post-reverse split common
stock has a new CUSIP number, 60785L207. Other terms of the Company’s common stock are not affected by the Reverse
Split.
The Company’s transfer agent, Colonial Stock Transfer Company, is acting as exchange agent for the Reverse Split and will send instructions to stockholders of record regarding the exchange of certificates for common stock for uncertificated shares of common stock. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to the brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split.
The above description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
On November 26, 2021, the Company issued a press release with respect to the Reverse Split, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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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.
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MODULAR MEDICAL, INC.
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Date:
December 1, 2021
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By:
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/s/ Ellen O’Connor Vos
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Ellen O’Connor Vos
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Chief Executive Officer
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Exhibit 3.1
BARBARA K. CEGAVSKE
Secretary of State
KIMBERLEY PERONDI
Deputy Secretary for Commercial Recordings
STATE OF NEVADA
OFFICE OF THE
SECRETARY OF STATE
Commercial Recordings Division
202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708
Fax (775) 684-7138
North Las Vegas City Hall
2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880
Fax (702) 486-2888
Business Entity - Filing Acknowledgement
11/24/2021
Work Order Item Number: W2021112400172-1735513
Filing Number: 20211912535
Filing Type: Amendment After Issuance of Stock
Filing Date/Time: 11/24/2021 8:00:00 AM
Filing Page(s): 1
Indexed Entity Information:
Entity ID: C2479-61998 Entity Name: MODULAR MEDICAL, INC.
Entity Status: Active Expiration Date: None
Commercial Registered Agent AGENCY SERVICES OF NEVADA
245 E LIBERTY ST STE 200, RENO, NV 89501, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
Respectfully,
Page 1 of 1
BARBARA K. CEGAVSKE
Secretary of State
Commercial Recording Division
202 N. Carson Street
NEVADA STATE BUSINESS LICENSE
MODULAR MEDICAL, INC.
Nevada Business Identification # NV19981361748 Expiration Date: 10/31/2022
In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.
Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.
License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 11/24/2021.
Certificate Number: B202111242175847
You may verify this certificate online at http://www.nvsos.gov
BARBARA K. CEGAVSKE
Secretary of State
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Website: www.nvsos.gov
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
MODULAR MEDICAL, INC.
2. The articles have been amended as follows: (provide article numbers, if available)
Article IV of the Articles of Incorporation is hereby amended to add the following language: Pursuant to the Nevada Revised Statutes of this Certificate of Amendment to the Articles of Incorporation of the Corporation, each three (3) shares of common stock issued and outstanding shall automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock (the "Reverse Stock Split"). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock shall be rounded up to the next whole share of common stock.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is:
4. Effective date and time of filing: (optional)
5. Signature: (required)
Signature of Officer
00.0%
Date: Time:
(must not be later than 90 days after the certificate is filed)
*lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees Nevada Secretary of State Amend Profit-After
Revised: 1-5-15
Exhibit 99.1
Modular Medical,
Inc. Announces Reverse Stock Split in Connection with Application for
Uplisting on the NASDAQ Capital Market
San
Diego, CA, November 26, 2021 — Modular Medical, Inc. (the “Company”)
(OTCQB:MODD), a development-stage insulin pump company focused on providing insulin delivery without complexity to increase pump
adoption and reduce the burden of diabetes care for clinicians and individuals living with diabetes, today announced a “reverse
split” of its shares of common stock at a ratio of 1-for-3. The Company’s common stock will begin trading on a post-split
basis on Monday, November 29, 2021 under the trading symbol “MODDD.” The “D” will be removed within 20 business
days from the effective date of the reverse split, and the symbol will revert to “MODD.” In connection with the reverse
split, the CUSIP number of the Company’s common stock will change to 60785L207.
The
reverse split was implemented by the Company in connection with its proposed application to uplist its common stock to trade on
the Nasdaq Capital Market (Nasdaq). The reverse split is an action intended to fulfill the stock price requirement for official
listing on Nasdaq, which requires that the Company’s common stock must be $4.00 or higher at the time of listing. There can be
no assurance that the Company will satisfy other applicable requirements for listing its common stock on Nasdaq or that the Company’s
application to uplist its common stock will be approved.
As a result
of the 1-for-3 reverse split, every three shares of the Company’s issued and outstanding common stock will be converted into one
share of issued and outstanding common stock. The number of authorized shares will remain unchanged. No fractional shares will
be issued in connection with the stock split. Any fractional shares of common stock resulting from the reverse split will be rounded
up to the nearest whole share. It is not necessary for stockholders to exchange their existing stock certificates for new stock
certificates in connection with the reverse split. Stockholders who hold their shares in brokerage accounts are not required to
take any action to exchange their shares.
About Modular
Medical, Inc.
Modular
Medical, Inc. (OTCQB:MODD) is a development-stage diabetes technology company based in San Diego CA. Working from an innovative
set of patented technologies, Modular seeks to expand access to innovative diabetes technologies to the heretofore neglected majority
of the diabetes market who have been poorly served by the existing options which have been too expensive and complex to drive
broad adoption. Our strategy is to provide care at a level of cost and complexity designed not for “superusers” but
for “the rest of us”. Modular Medical was founded by Paul DiPerna, a seasoned medical device professional and world-class
microfluidics engineer. Mr. DiPerna was previously the founder (in 2005) of Tandem Diabetes (TNDM) 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 regarding the company’s application to uplist its common stock to trade on the Nasdaq.
Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties.
Actual results and trends may differ materially from those projected in any such forward-looking statements depending on a variety
of factors, including the company’s ability to obtain approval of its application for its common stock to trade on the Nasdaq,
market conditions, the company’s ability to commence commercialization of its initial product in a timely fashion, and other risks
identified in the company’s most recent reports on Form 10-Q and Form 10-K filed with the SEC, as well as other reports that Modular
Medical files from time to time with the SEC. Modular Medical undertakes no obligation to update publicly any forward-looking
statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.
All
trademarks mentioned herein are the property of their respective owners.
Investor
Relations Contact
Modular Medical, Inc.
+1 (858) 800-3500
IR@modular-medical.com
SOURCE: Modular
Medical, Inc.