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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

 

Date of Report (Date of earliest event reported):   July 21, 2022

 

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.)

 

16772 W. Bernardo Drive, 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:

   
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o 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 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. o

 
 
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 Stock Option (as defined below) is incorporated herein by reference. The shares of common stock underlying the Stock Option 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.

On July 21, 2022, the Board of Directors (the “Board”) of Modular Medical, Inc. (the “Company”) appointed Kevin Schmid as Chief Operating Officer of the Company.

 

Mr. Schmid, age 63, has over 19 years of experience in medical device senior management and high-volume global manufacturing operations. He has been a consultant to the Company since March 2022. Mr. Schmid has served as a member of the board of directors of Eitan Medical, an Israel based provider of connected infusion and wearable drug delivery solutions, since 2018. From 2018 through June 2021, he served as the Chief Executive Officer and a board member of Common Sensing, Inc., a disposable injector pen dose monitoring and reporting technology company. From 2016 to 2017, Mr. Schmid was Vice President of Drug Delivery Systems for the Stevanato Group, a provider of innovative packaging and drug delivery solutions for the pharmaceutical industry. From 2003 to 2015, Mr. Schmid was Vice President of Manufacturing, Operations, and Drug Delivery Systems for Insulet Corporation. He has a BSME degree from Clarkson University and an MBA from Sacred Heart University.

 

Mr. Schmid does not have a family relationship with any of the current officers or directors of the Company. There are no related party transactions with regard to Mr. Schmid reportable under Item 404(a) of Regulation S-K.

 

Pursuant to an offer letter with the Company (the “Agreement”), Mr. Schmid shall receive an annual salary of $250,000 (the “Base Salary”). Additionally, he shall be eligible for an annual discretionary target incentive bonus of up to 50% of his Base Salary. Mr. Schmid will be granted a stock option to purchase 175,000 shares of the Company’s common stock (the “Stock Option”). The Stock Option shall vest over a three-year period with one-third of the shares subject to the Stock Option vesting on the one-year anniversary of the grant date and the remaining shares vesting monthly thereafter, subject to Mr. Schmid’s continuous service with the Company. In the event of termination of his employment by the Company other than for cause or good reason (as defined in the Agreement), Mr. Schmid will receive an amount equal to six months of his then-current Base Salary as a severance payment.

 

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Agreement, and such descriptions is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1.

 

Item 8.01. Other Events.

On July 26, 2022, the Company issued a press release announcing the Appointment. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.   Description
10.1   Offer Letter dated July 13, 2022 by and between Modular Medical, Inc. and Kevin Schmid
     
99.1   Press Release dated July 26, 2022
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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 26, 2022   By:   /s/ James E. Besser
      James E. Besser
      Chief Executive Officer
 

 

Exhibit 10.1

July 13, 2022

 

Mr. Kevin Schmid

Dear Kevin,

 

I am pleased to offer you a position with Modular Medical, Inc. (“Modular” or the “Company”) as Chief Operating Officer, an exempt position, reporting to the Company’s President. This offer letter (the “Agreement”) sets forth the terms and conditions of the Company’s offer of employment. This is intended to be a binding agreement, and, if the terms contained in this Agreement are acceptable to you, please acknowledge your acceptance by signing in the signature block, below.

 

The Company’s offer of employment is conditioned upon: (1) your presenting satisfactory evidence of your authorization to work in the United States and your identity sufficient to allow the Company to complete the I-9 form required by law within three business days of the commencement of your employment with the Company; (2) your consent to, and satisfactory completion of, a reference and background check; (3) your execution of the Company’s standard form of Employment Agreement and (4) ratification of this offer by the Company’s board of directors (the “Board”).

 

Compensation and Benefits

 

Base Salary: Your annual base salary will be $250,000 per year (“Base Salary”), less applicable withholdings and deductions, payable in accordance with the Company’s normal payroll procedures.

 

Bonus:You will be eligible to receive an annual target incentive bonus of up to 50% of your Base Salary, payable after the end of the Company’s fiscal year and determined at the discretion of the Board.

 

Equity Award:You will be granted an option to purchase 175,000 shares of the Company’s common stock. The option will vest over a three-year period, and the terms of such award shall be in accordance with the terms of the Company’s Amended 2017 Equity Incentive Plan.

 

Benefits:You will also be eligible to participate, subject to the generally applicable terms and conditions of the plan or program in question and the determination of any committee administering such plan or program, in the Company’s health and welfare plans available for senior management. Please consult the terms of those plans, which govern your eligibility and terms, and/or contact the Company’s Human Resources Department. You will be reimbursed on a regular basis for reasonable, necessary and properly documented business and travel expenses incurred for the purpose of conducting Modular’s business, in accordance with Modular’s policies and procedures.
Severance:If you experience a Constructive Termination (as defined below), you will be entitled to receive the following severance benefits from the Company:

 

a.a single lump sum severance payment equal to six months of your then-current Base Salary, payable to you within 60 days following the termination of your employment; and
b.reimbursement of the full premium amount (less withholding taxes) charged under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for continuation of the group health insurance in effect for you and your participating dependents, for a period of six months following the termination of your employment, subject to earlier termination of reimbursement as of the effective date you receive coverage under a group health insurance plan of another employer.
 
 
Release of Claims:Your right to receive any severance benefits pursuant to this Agreement if you experience a Constructive Termination will be subject to your signing and not revoking a release of claims agreement in a form approved by the Company, and such release becoming effective and irrevocable within 60 days of the termination of your employment or such earlier deadline required by the release. If the release does not become effective within the time period set forth above, you will forfeit all rights to receive such severance benefits.

 

For the purposes of this Agreement:

·“Constructive Termination” shall mean the termination of your employment (i) by the Company other than for Cause or (ii) by you for Good Reason;
·“Cause” shall mean: (i) conviction of a felony or similar crime causing material harm to the standing and reputation of the Company; (ii) dishonesty or fraud; (iii) gross fiscal or fiduciary malfeasance or (iv) willful failure to attend to duties that is not cured within 30 days of receiving written notice from the Company’s President or Chief Executive Officer specifying such failure; and
·“Good Reason shall mean (i) a material reduction or adverse change in title, position, duties or compensation without your prior express written consent or (ii) any change in reporting responsibilities other than to the Company’s Chairman of the Board, President or Chief Executive Officer.

 

You acknowledge that your employment with the Company is for an unspecified duration, that it constitutes “at-will” employment, and that either you or the Company can terminate the employment relationship at any time, with or without cause and with or without notice.

 

This offer will be governed by the laws of the State of California, without regard to any conflicts of law. You hereby expressly consent to the personal jurisdiction of the state and federal courts located in San Diego County California.

 

This Agreement sets forth the entire agreement and understanding between the Company and you relating to your employment and supersedes all prior verbal discussions between us. Any subsequent change or changes in your duties, salary, benefits or other compensation will not affect the validity or scope of this Agreement. Any change to the “at-will” term of this Agreement must be executed in writing and signed by the Company’s President.

 

We are pleased to offer you this opportunity to become part of the team at Modular, and are confident that your skills, knowledge and expertise will be an asset and contribute to the success of the Company.

 

If the proposed terms of this Agreement are acceptable to you, please indicate below with your signature. This offer is valid for three business days.

 

Very truly yours,

 

Paul DiPerna  
President  
 
ACCEPTED AND AGREED TO  
This 15th day of July 2022.  
   
  /s/ Kevin Schmid
  Kevin Schmid

 

16772 West Bernardo Drive, San Diego, CA 92127 – www.modular-medical.com

 

 

Exhibit 99.1

 

Modular Medical Appoints Kevin Schmid as Chief Operating Officer

Schmid brings 40 years of experience in medical devices for drug delivery and diabetes management and a background in high-volume manufacturing

San Diego, CA / ACCESSWIRE / July 26, 2022 / Modular Medical, Inc. (the “Company” or “Modular Medical”)(NASDAQ:MODD) today announced that it has appointed industry veteran Kevin Schmid as its Chief Operating Officer. Mr. Schmid brings extensive operations and business development leadership experience in diabetes and drug delivery. As Vice President of Operations and Business Development at Insulet Corporation, he was instrumental in the development, manufacturing, and commercialization of wearable smart drug delivery pumps such as the Omnipod Diabetes Management System, the Amgen Neulasta On Body Injector, and the Ferring Pharmaceutical LutrePulse System. His work ranged from concept and product development to scaling multi-million unit global supply chains and high volume manufacturing operations.

 

He was most recently the Chief Executive Officer of Common Sensing, a designer and manufacturer of disposable injector pen dose monitoring and reporting technology. Common Sensing was sold to Bigfoot Biomedical in 2021.

 

“Kevin’s addition to the Modular Medical team adds greater industry depth and extensive manufacturing experience and relationships to enable MODD’s transition to commercialization. Kevin will have a very significant role in Modular Medical’s strategic direction and growth,” said Paul DiPerna, Modular Medical’s President and Chief Technology Officer.

 

“I believe Modular Medical’s insulin delivery platform represents a tremendous opportunity to bring an easy-to-use, cost-effective insulin delivery system to millions of people managing diabetes every day. I am excited to join the team,” said Mr. Schmid.

 

Mr. Schmid is a member of the board of directors of Eitan Medical, an Israel-based provider of connected infusion and wearable drug delivery solutions. He has held previous roles at the Stevanato Group and Bose Corporation.

 

About Modular Medical, Inc.

 

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.

 

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

 

SOURCE: Modular Medical, Inc.