Modular Medical Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On November 21, 2024, Modular Medical, Inc. (the “Company”) entered into an Underwriting Agreement (the “Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”), relating to a firm commitment underwritten offering (the “Offering”) of 5,450,573 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (“Common Stock”), at a public offering price of $1.50 per share. The Offering closed on November 25, 2024 (the “Closing Date”), resulting in gross proceeds to the Company of approximately $8.2 million, before deducting underwriting discounts, commissions and offering expenses.
The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333- 264193) previously filed with the Securities and Exchange Commission on April 8, 2022, subsequently amended on April 15, 2022, and declared effective by the SEC on April 19, 2022, and a preliminary prospectus supplement relating to the Offering dated November 21, 2024.
Pursuant to the Agreement, as partial compensation for its services, the Company issued to the Underwriter on the Closing Date, warrants (the “Underwriter Warrants”) to purchase an aggregate of 381,540 shares of Common Stock, representing 7% of the Shares issued on the Closing Date. The Underwriter Warrants will be exercisable, in whole or in part, commencing on May 21, 2025 and expiring on November 25, 2029, at an initial exercise price per share of Common Stock of $1.875, which is equal to 125% of the public offering price.
Pursuant to the Agreement, each of the Company’s directors and executive officers entered into “lock-up” agreements with the Underwriter that, subject to certain exceptions, prohibit, without the prior written consent of the Underwriter, the sale, transfer or other disposition of securities of the Company for a period of 60 days after the Closing Date (the “Lock-Up Period”). Pursuant to the Agreement, except with respect to certain exempt issuances, the Company is prohibited from issuing Common Stock or Common Stock equivalents during the Lock-Up Period and from engaging in certain variable rate transactions for a period of one year from the Closing Date.
The foregoing description of the Agreement and the Underwriter Warrants is not complete and is qualified in its entirety by reference to the full text of the Agreement and the Underwriter Warrants, copies of which are filed herewith as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Lucosky Brookman, LLP relating to the Shares is attached hereto as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 8.01 Other Events.
The Company issued press releases announcing the launch and pricing of the Offering on November 21, 2024. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 and are each incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
| Exhibit Number |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated as of November 21, 2024, between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC | |
| 4.1 | Form of Underwriter Warrants | |
| 5.1 | Opinion of Lucosky Brookman, LLP | |
| 23.1 | Consent of Lucosky Brookman, LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated November 21, 2024 regarding the launch of the Offering of Common Stock | |
| 99.2 | Press Release dated November 21, 2024 regarding the pricing of the Offering of Common Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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 hereunto duly authorized.
| MODULAR MEDICAL, INC. | ||
| Date: November 25, 2024 | By: | /s/ James E. Besser |
| James E. Besser | ||
| Chief Executive Officer | ||
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