UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

MODULAR MEDICAL, INC.
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Shareholder:

We invite you to attend the 2024 Annual Meeting of Shareholders of Modular Medical, Inc. to be held via a live audio webcast on Tuesday, February 13, 2024, at 8:00 a.m. Pacific time. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/MODD2024. The Notice of the Annual Meeting and Proxy Statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting.

Your vote is important. We encourage you to read all of the information in the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or by mail.

On behalf of the Board of Directors, thank you for your continued confidence and investment in Modular Medical, Inc.

Sincerely,
/s/ Paul DiPerna
Paul DiPerna
Chairman of the Board of Directors

First mailed to shareholders on or about January 8, 2024

MODULAR MEDICAL, INC.

10740 Thornmint Road

San Diego, CA 92127

(858) 800-3500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

FEBRUARY 13, 2024

To the shareholders of
Modular Medical, Inc.:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Modular Medical, Inc., a Nevada corporation (together with its subsidiaries, the “Company,” “Modular Medical,” “we,” “us” or “our”). The Annual Meeting will be held on February 13, 2024, at 8:00 a.m. Pacific time, in a virtual meeting format, for the following purposes:

1. To elect seven directors to hold office until the next annual meeting of shareholders or until each of their successors are elected and qualified (Proposal No. 1);

2. To approve the amendment of the Amended 2017 Equity Incentive Plan (the “2017 Plan”) to increase the number of shares available for issuance by 3,000,000 shares (Proposal No. 2);

3. To approve an amendment of the Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares (Proposal No. 3);

4. To ratify the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2024 (Proposal No. 4);

5. To approve one or more adjournments of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals (Proposal No. 5); and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement, which is attached and made a part of this Notice. Only shareholders of record of our common stock, par value $0.001 per share, at the close of business on December 18, 2023 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

You are cordially invited to attend the Annual Meeting, which will be held via a live audio webcast. There will be no physical location for shareholders to attend, so you will not be able to attend in person.

Whether or not you expect to attend the Annual Meeting, please submit a proxy to vote your shares either via Internet or by mail. If you choose to submit your proxy by mail, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

Accordingly, on or about January 8, 2024 we will begin mailing the Proxy Materials to all shareholders of record as of the Record Date.

		By Order of the Board of Directors
		/s/ Paul DiPerna
		Paul DiPerna
		Chairman

January 8, 2024
San Diego, California

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on February 13, 2024: Our Proxy Statement, Proxy Card and Annual Report on Form 10-K for the year ended March 31, 2023 are available at www.proxyvote.com

MODULAR MEDICAL, INC.

PROXY STATEMENT

General Information

This Proxy Statement is being furnished to the shareholders of Modular Medical, Inc. (together with its subsidiary, the “Company,” “Modular Medical,” “we,” “us” or “our”) in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Shareholders to be held on February 13, 2024 at 8:00 a.m. Pacific time, in a virtual meeting form, and at any and all adjournments or postponements thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Accompanying this Proxy Statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement. It is contemplated that this Proxy Statement and the accompanying form of Proxy will be mailed to the Company’s shareholders on or about January 8, 2024.

How do I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of shareholders, which will be held via a live audio webcast. No physical meeting will be held. You are entitled to participate in the Annual Meeting only if you were a shareholder of the Company as of the close of business on December 18, 2023 (the “Record Date”). As of the Record Date, there were 21,272,226 shares of our common stock issued and outstanding and entitled to vote, which represented 69 holders of record. Each holder of shares of common stock is entitled to one vote for each share of stock held on the proposals presented in this Proxy Statement. Our bylaws, as amended, provide that one half of the total voting power of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock may not be voted cumulatively.

You will be able to attend the virtual Annual Meeting online and submit your questions during the meeting by visiting the website indicated in your proxy card or on the instructions that accompanied your proxy materials. To participate in the Annual Meeting, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials or other information, as instructed, through your broker, bank or other holder of record. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. If your shares are held in the name of a broker, bank, or other nominee, you should contact your broker, bank, or other nominee to obtain your control number or other instructions provided by your broker, bank or other holder of record. However, even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

How do I vote?

Record-date holders of our common stock have the following methods of voting:

1. Vote by Internet. You may vote your shares by following the “Vote by Internet” instructions on the accompanying proxy card/voting instruction form. If you vote over the Internet, you do not need to vote electronically at the Annual Meeting or complete and mail your proxy card/voting instruction form.

2. Vote by Mail. To vote by mail, please mark, date, sign and promptly mail your proxy card/voting instruction form (a postage-paid envelope is provided for mailing in the United States).

3. Vote by Phone. The telephone number for voting by phone is on your proxy card/voting instruction form.

4. Vote Electronically at the Virtual Annual Meeting. Virtually attend and vote at the virtual Annual Meeting. To participate in the Annual Meeting, you may need the control number included on your proxy card or other information on the instructions that accompanied your proxy materials.

Soliciting Proxies

We will solicit shareholders by mail through our employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable, out-of-pocket costs. In addition, we may use the service of our officers and directors to solicit proxies, personally or by telephone, without additional compensation.

Why am I being provided with these proxy materials?

We have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by our Board of proxies for the matters to be voted on at our Annual Meeting and at any adjournment or postponement thereof.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

What if other matters come up at the Annual Meeting?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting, other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a shareholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Voting of Proxies

All valid proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even if you plan to attend the Annual Meeting virtually. You can vote your shares by proxy via Internet or mail. To vote via Internet, go to www.proxyvote.com and follow the instructions. To vote by mail, fill out the enclosed proxy card, sign and date it, and return it in the enclosed postage-paid envelope. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting virtually. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

We will provide Internet proxy voting to all shareholders and allow you to vote your shares online at the Annual Meeting, with procedures designed to ensure the authenticity and correctness of your vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Revocability of Proxies

All proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A shareholder may revoke his or her proxy at any time before it is voted either by submitting to the Secretary of the Company, at its principal executive offices located at 10740 Thornmint Road, San Diego, CA 92127, a written notice of revocation or a duly-executed proxy bearing a later date or by attending the Annual Meeting and voting virtually.

Voting Procedures and Vote Required

One-half of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. Shares represented by proxies which contain an abstention, as well as “broker non-vote” shares (described below) are counted as present for purposes of determining the presence or absence of a quorum for the Annual Meeting. All properly executed proxies delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting as specified in such proxies.

Vote Required for Election of Directors (Proposal No. 1).

Nevada law provides that directors are to be elected by a plurality of the votes of the cast at the election, unless the Articles of Incorporation or the Bylaws require more than a plurality of the votes cast. Our Bylaws, as amended, require the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject for approval. As our Bylaws require more than a plurality of the votes cast, this means that the seven nominees for director receiving a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote will be elected as directors. Proxies cannot be voted for a greater number

of persons than the number of nominees named or for persons other than the named nominees. Withholding a vote from a director nominee will not be voted with respect to the director nominee indicated and will have no impact on the election of directors although it will be counted for the purposes of determining whether there is a quorum. Broker non-votes will have no effect on the outcome of this proposal.

Vote Required to Approve an Amendment to the 2017 Plan (Proposal No. 2).

Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of a majority of the votes cast is required for the approval of the proposed amendment to the 2017 Plan to increase the maximum number of shares of the Company’s common stock available for issuance under the 2017 Plan by 3,000,000 shares. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Vote Required to Approve the Amendment to the Articles of Incorporation (Proposal No. 3).

Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” Accordingly, the affirmative vote of holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, will be required to approve the amendment to the Articles of Incorporation, as amended, to increase the authorized shares of common stock from 50,000,000 to 100,000,000. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Vote Required to Approve the Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal No. 4)

Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” Our Bylaws, as amended, provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Articles of Incorporation, as amended, or applicable Nevada law), the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter, will be required for approval. Accordingly, the affirmative vote of a majority of the shares present at the Annual Meeting, in person or by proxy, and voting on the matter, will be required to approve the ratification of appointment of independent registered public accounting firm.

Vote Required to adjourn the Annual Meeting (Proposal No. 5).

Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” Our Bylaws, as amended, provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Articles of Incorporation, as amended, or applicable Nevada law), the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter, will be required for approval. Accordingly, the affirmative vote of a majority of the shares present at the Annual Meeting, in person or by proxy, and voting on the matter, will be required to approve one or more adjournments of the Annual Meeting to a later date or dates to permit further solicitation of proxies. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Shareholder List

For a period of at least 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available at our principal executive offices located at 10740 Thornmint Road, San Diego, CA 92127, so that shareholders of record may inspect the list only for proper purposes.

Expenses of Solicitation

We will pay the cost of preparing, assembling and mailing this proxy-soliciting material, and all costs of solicitation, including certain expenses of brokers and nominees who mail proxy material to their customers or principals.

CORPORATE GOVERNANCE

Board of Directors

Members of Our Board of Directors

Set forth below are the names of and certain biographical information about each member of our Board of Directors. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years.

The Board, upon the recommendation of our Nominating and Governance Committee, has nominated: Duane DeSisto, Paul DiPerna, Steven Felsher, Morgan C. Frank, Philip Sheibley, Carmen Volkart and Ellen O’Connor Vos for election as directors, each to hold office until their successors are elected and qualified or until their earlier resignation or removal.

Name	Age	Position
Paul DiPerna	65	President, Chief Financial Officer, Treasurer and Chairman of the Board of Directors
Duane DeSisto	69	Director
Steven Felsher	74	Director
Morgan C. Frank	51	Director
Philip Sheibley	65	Director
Carmen Volkart	63	Director
Ellen O’Connor Vos	68	Director

The following sets forth certain information about each of the director nominees:

Paul DiPerna. Mr. DiPerna has been our chairman, chief financial officer, president and treasurer since we acquired Quasuras, Inc. (“Quasuras”) in July 2017. He also served as our chief executive officer from July 2017 until August 2021, and as our Secretary from July 2017 to October 2021. In 2015, he founded Quasuras, an early-stage medical device company developing an insulin pump product, and, until its acquisition by us, he served as its chief executive officer and chairman. Prior to that, Mr. DiPerna founded Fuel Source Partners, LLC to incubate early stage medical device products and accumulate technical talent. Our current pump product was one of such proposed products and was spun-out to Quasuras in 2015. From 2012 to 2015, he served as a co-inventor at a private company with property rights in a medical device used for blood borne infection control called the Curos Cap, which was acquired by 3M Corporation. In 2003, Mr. DiPerna founded Tandem Diabetes Care, Inc. (“Tandem”) and held various positions, including as director, chief executive officer and chief technology officer and was primarily responsible for the design concept and development of Tandem’s initial insulin pump. Prior to that, he held executive and management positions at Baxter Healthcare Corporation (“Baxter”) where he was tasked with identifying synergistic opportunities in the diabetes industry. As a result, Mr. DiPerna developed substantial expertise and knowledge in the diabetes industry and led attempts by Baxter acquire three insulin pump manufacturers. Previously, he held mechanical design engineering positions in the automated test equipment and blood separation sciences industries. Mr. DiPerna holds approximately 70 patents in medical device and microfluidic technology and has achieved numerous product clearances with the FDA. He has also achieved multiple successful exits with previous companies. Mr. DiPerna received a Masters in Engineering Management from Northeastern University and a B.S. in Mechanical Engineering from the University of Massachusetts and has spent over 35 years in the medical-device industry. We believe that Mr. DiPerna is qualified to serve as the chairman of our board of directors due to his extensive knowledge and experience in the medical-device industry generally, and, in particular, with regard to insulin pumps and the diabetes industry, as well as his management and leadership experience from holding director and senior executive positions in other public and private companies and leading project development teams of medical device companies.

Duane DeSisto. Mr. DeSisto was appointed to our board of directors in July 2023. From 2001 to 2014, Mr. DeSisto served as the chief executive officer of Insulet Corporation, manufacturer of the world’s first patch insulin pump. Prior to 2001, he held executive positions with Paper Exchange, an E-business solution for the pulp and paper industry, AAI-Foster Grant, a sunglass and eyeglass provider to point-of-purchase retail, and Zoll Medical, a defibrillator manufacturer. Mr. DeSisto holds an undergraduate degree from Providence College and a masters of business administration degree from Bryant University. We believe Mr. DeSisto’s experience, which includes over 45 years of

progressive management experience and over 25 years of experience in the medical device industry as a member of senior management and as a board member at multiple public companies makes him ideally qualified to serve as a member of the Board.

Steven Felsher. Mr. Felsher was appointed to our board of directors in November 2021. Mr. Felsher is an experienced executive with respect to finance, administration, governance and other aspects of public and private company management. He served as a member of the board of directors of Signal Hill Acquisition Corp., a special purpose acquisition company, from March 2021 to February 2023. From August 2018 to July 2020, he served as a member of the board of directors of Sito Mobile, Inc., a publicly-traded company that provided customized, data-driven solutions for brands spanning all forms of media. From January 2011 to June 2019, Mr. Felsher was a senior advisor at Quadrangle Group LLC, a private investment firm focused on the information and communications technology sectors. He spent a substantial portion of his career with Grey Global Group Inc., a global marketing services company, where he served as a senior executive from 1979 until 2007, most recently as vice chairman and chief financial officer. He holds a BA in classical Greek from Dickinson College and a J.D. from Yale University School of Law. We believe that Mr. Felsher is qualified to serve on our board of directors because of his extensive business experience with administration, governance, capital allocation and other aspects of public and private company management.

Morgan C. Frank. Mr. Frank was appointed to our board of directors in April 2017. In August 2022, he was appointed as chairman of the board of directors of Sanuwave Health, Inc. (“Sanuwave”), a publicly-traded provider of wound-care products, and became chief executive officer of Sanuwave in May of 2023. Mr. Frank has worked with Manchester, LP since May 2002, and, prior to such time, he was a founder and managing director at First Principles Group, a boutique consultancy and principal investor specializing in corporate restructuring, restarts, intellectual property assessment and salvage, and spin outs. Prior to such time, Mr. Frank spent approximately five years as an analyst and portfolio manager at Hollis Capital, a San Francisco based hedge fund and prior thereto, Mr. Frank worked for an independent private client group at Paine Webber specializing in primary research to develop investment ideas (particularly short sale ideas) for institutional clients. Prior to his employment at Paine Webber, Mr. Frank was a currency trader for Eastern Vanguard. Mr. Frank holds a BA in Economics and in Political Science from Brown University. We believe that Mr. Frank is qualified to serve as member of our board of directors due to his extensive prior experience conducting financial analysis of public companies (certain of which were in the development stage), including such public companies’ management teams, products, including products in the development stage, the potential markets for such products and other factors that could affect the likelihood and timing of success and market penetration of such entities’ products as well as his capital raising activities. We believe this provides us with valuable insights into the financial markets and investment criteria of institutional and other investors as well as capital raising activities.

Philip Sheibley. Mr. Sheibley was appointed to our board of directors in November 2021. Mr. Sheibley is an experienced executive and venture capitalist. Since 2011, he has served as a principal at Alumni Investment Partners, a private equity firm. From 1981 to 2010, Mr. Sheibley served as a management and technology consultant with Accenture, where he focused on the life sciences area, holding a variety of leadership positions, including North American industry director for life sciences and global lead for management consulting. Mr. Sheibley holds a B.S. in industrial and systems engineering with a business minor from Lehigh University. We believe that Mr. Sheibley is qualified to serve on our board of directors because of his extensive business experience in the life sciences area and experience with venture capital investment and consulting, including financing transactions for early-stage and scale-up stage companies, assisting with scale-up strategy/execution, and participating as a board member in the medical products industry.

Carmen Volkart. Ms. Volkart was appointed to our board of directors in December 2019. She served as chief financial officer of NatureWorks LLC, an advanced materials company offering a portfolio of renewably-sourced polymers, from October 2018 to September 2023. Ms. Volkart served as a member of the board of directors, including as a member of the audit committee, of Antares Pharma, Inc., a Nasdaq-listed, specialty pharmaceutical company, from October 2021 to May 2022, when it was acquired by another Nasdaq-listed company. From October 2012 to July 2018, she served as chief financial officer and, for a portion of that time, as senior vice president of commercialization for NxThera, Inc., a medical device company pioneering the application of convective radiofrequency thermotherapy to treat endurological conditions. Ms. Volkart served as global chief financial officer of Tornier N.V. from 2010 to 2012, and was chief operating and financial officer, corporate secretary, compliance officer and treasurer of Spine Wave, Inc. from 2006 to 2010. Prior to 2006, she held various executive and financial positions at American Medical Systems, Inc., Medtronic, Inc. and Honeywell, Inc. Ms. Volkart holds a B.S. in accounting from the University of North Dakota and

an MBA with a concentration in strategic management from the University of Minnesota. We believe that Ms. Volkart is qualified to serve on our board of directors because of her substantial financial and public-company experience, as she has served as chief financial officer at multiple medical device and other companies.

Ellen O’Connor Vos. Ms. Vos was appointed to our board of directors in May 2021 and served as our chief executive officer from August 2021 until February 2022. Ms. Vos has served as a member of VosHealth LLC since November 2020. Prior to that, she served as the president and chief executive officer of the Muscular Dystrophy Association from October 2017 to November 2020. Previously, Ms. Vos had been chief executive officer of ghg | greyhealth group from 1996 to 2017, and she has been a champion of using digital capabilities to improve the public health. Ms. Vos also serves on the board of OptimizeRX Corporation, a publicly-traded digital health company, and the Jed Foundation, a leading nonprofit dedicated to protecting the emotional health of college students, and was a founding board member of MMRF, a pioneering cancer research foundation. Ms. Vos holds a B.S. in nursing from Alfred University. We believe that Ms. Vos is qualified to serve on our board of directors because of her executive experience and extensive executive skills in digital marketing, commercialization and communications in the healthcare industry.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Legal Proceedings

To our knowledge, none of our executive officers or our directors has, during the last ten years:

• had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

• been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

To our knowledge, there are no material proceedings to which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of voting securities of us, or any associate of any such director, officer, affiliate of ours, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Arrangements for Appointment of Directors and Officers

Pursuant to the Reorganization and Share Exchange Agreement dated as of July 24, 2017, by and among us, Quasuras, Mr. DiPerna and the other stockholders of Quasuras (the “Share Agreement”), until July 24, 2022, our board of directors was required to consist of no more than five and no less than two directors of which (i) Manchester Explorer, L.P. had the right to appoint two directors, pursuant to which Manchester Explorer, L.P. appointed Mr. Frank and Ms. Volkart and (ii) Mr. DiPerna, in addition to being our chairman of the board, had the right to appoint two additional directors, pursuant to which he appointed Liam Burns, who resigned from our board of directors in December 2021, and William Febbo, who resigned from our board of directors in July 2023. In May 2021, the parties amended the Share Agreement and removed Manchester Explorer L.P’s and Mr. DiPerna’s rights to appoint directors. In addition, the parties agreed that Mr. DiPerna shall remain chairman of our board of directors until July 2022; provided, that in the event Mr. DiPerna resigns or is otherwise replaced as our chief executive officer, Mr. DiPerna shall remain as chairman of our board of directors for an additional period of three years. Following such amendment, our board of directors increased the size of the board.

The DiPerna Employment and Related Agreements

We entered into an employment agreement dated August 1, 2018, with Mr. DiPerna pursuant to which Mr. DiPerna is employed by us as our president. Mr. DiPerna’s employment agreement had an initial two-year term and automatically renews for additional one-year terms. Pursuant to such agreement, we agreed to pay Mr. DiPerna: i) an annual salary of $200,000 in cash, ii) $100,000 per year in fully-vested stock options granted monthly at an exercise price determined by our board of directors in its sole discretion and iii) an annual bonus of $300,000, payable at the discretion of our board of directors, either in shares or in cash. If the board chooses to pay the bonus in shares, such shares will be valued at a price determined by our board of directors. Pursuant to such employment agreement (i) if (a) we terminate Mr. DiPerna’s employment without cause or he resigns with good reason, we will pay Mr. DiPerna a lump sum of $200,000, and (b) we terminate Mr. DiPerna’s employment for cause, we are not obligated to make any severance payment and Mr. DiPerna will receive only his base compensation through the last day of his employment, (ii) upon Mr. DiPerna’s death or disability, he will receive his base compensation through the last day of his employment and will remain eligible for all applicable benefits relative to death or disability pursuant to any plans that we have in place at such time, and (iii) upon a change of control (as defined in the employment agreement), Mr. DiPerna will be paid a lump sum of $100,000 within sixty days of the time at which such change of control takes place.

In May 2020, we amended our employment agreement with Mr. DiPerna to provide that in the event of a change in control:

• within 60 days of the date the change in control occurs, Mr. DiPerna shall be paid by us or our successor in interest a lump sum cash payment equal to 12 months of Mr. DiPerna’s then annual Base Compensation (as defined in the employment agreement); and

• immediately prior to such change of control, any unvested stock options or other unvested securities of ours issued to Mr. DiPerna shall automatically accelerate and immediately become fully vested and exercisable.

In June 2020, our board of directors approved an amendment to the employment agreement to provide that Mr. DiPerna’s base salary would be paid entirely in cash commencing July 1, 2020. The payment of the additional cash component of Mr. DiPerna’s annual base salary ($8,333.33 per month) was initially be deferred (the “Deferred Salary”) and accrue for Mr. DiPerna’s benefit until we have received $5,000,000 of cumulative gross proceeds of financing, at which time the Deferred Salary shall be paid to Mr. DiPerna and the salary deferrals will cease. The salary deferrals ceased and the Deferred Salary was paid to Mr. DiPerna in May 2021. In August 2021, Mr. DiPerna resigned as our chief executive officer, and he continues to serve as our president, chief financial officer, treasurer and chairman of our board of directors.

If a change of control occurred on March 31, 2023, under his employment agreement, Mr. DiPerna would be entitled to the following:

• payment of a lump sum of $300,000 within 60 days of the time at which such change of control takes place;

• accelerated vesting of 45,000 shares of common stock under an unvested stock option. The value of the shares subject to accelerated vesting is calculated as the intrinsic value per share multiplied by the number of shares that would become fully vested upon a change of control. The intrinsic value per share would be calculated as the excess of the closing price of the common stock of $1.45 on the Nasdaq Capital Market on March 31, 2023 over the exercise price of the option. As of March 31, 2023, the intrinsic value was zero.

In connection with our acquisition of Quasuras, we entered into an Intellectual Property Transfer Agreement dated as of July 24, 2017, with Quasuras and Mr. DiPerna, pursuant to which Mr. DiPerna transferred to us all intellectual property rights owned directly and/or indirectly by him related to our business. Separately, we agreed to pay Mr. DiPerna, as part of his compensation for services to be performed for us, pursuant to a royalty agreement, certain fees based upon future sales, if any, of our potential product subject to a maximum $10,000,000 cap on the aggregate amount of fees that Mr. DiPerna could earn from such arrangement.

The Vos Employment Agreement

On August 11, 2021, we entered into a two-year employment agreement (the “Agreement”) with Ms. Vos for her service as our chief executive officer, and the Agreement renews for one-year terms, unless either party provides the other with 90-day prior written notice of termination. The Agreement provided that Ms. Vos was entitled to total base compensation of $300,000 annually, as follows: a cash salary of $250,000 per year, plus deferred salary of $50,000 per year.

On February 23, 2022, Ms. Vos informed our board of directors that she was resigning from her position as our chief executive officer, effective immediately (the “Resignation”). In connection with the Resignation, we and Ms. Vos entered into a Severance and Release Agreement dated February 23, 2022 (the “Separation Agreement”). Pursuant to the Separation Agreement, Ms. Vos was entitled to receive separation payments in an aggregate gross amount of $375,000. Under the terms of the Separation Agreement, the vesting of an option to purchase 362,452 shares of our common stock, which was granted to Ms. Vos on August 11, 2021, ceased on May 24, 2022 and the remaining unvested shares were forfeited.

Schmid Offer Letter

Pursuant to an offer letter with us (the “Offer Letter”), we appointed Kevin Schmid as our chief operating officer in July 2022. Mr. Schmid is paid an annual salary of $250,000 (the “Base Salary”). Additionally, he is eligible for an annual discretionary target incentive bonus of up to 50% of his Base Salary. In the event of termination of his employment by us, other than for cause or good reason (as defined in the Offer Letter), Mr. Schmid will receive an amount equal to six months of his then-current Base Salary as a severance payment.

Corporate Governance

Board Leadership Structure and Role in Risk Oversight

Due to the small size and early stage of the Company, we have not adopted a formal policy on whether the chairman and chief executive officer positions should be separate or combined. Since 2017, Mr. DiPerna has been serving as our chairman, and, since February 2022, Mr. Besser has been serving as our chief executive officer. Our board of directors has oversight responsibility for our risk management processes. Our board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate, regarding our assessment of risks. Our board of directors will focus on the most significant risks facing us and our general risk management strategy, and also ensure that risks undertaken by us are consistent with our appetite for risk. While our board of directors oversees our risk management processes, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that the leadership structure of our board of directors supports this approach.

Board Committees

Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each committee has a charter, which is available on our website at www.modular-medical.com. Information contained on our website is not incorporated herein by reference. Each of the committees has the composition and responsibilities described below. We do not expect any changes to committee composition, assuming each of our directors is re-elected at the Annual Meeting.

Committee Composition

Audit Committee	Compensation Committee	Nominating and Governance Committee
Steven Felsher*	Duane DeSisto*	Steven Felsher
Philip Sheibley	Carmen Volkart	Philip Sheibley*
Carmen Volkart

____________

* Denotes chairperson of committee

Audit Committee

Our board of directors established the Audit Committee for the purpose of overseeing the accounting and financial reporting processes and audits of our financial statements. The Audit Committee also is charged with reviewing any internal control violations under our whistleblower policy. The responsibilities of our Audit Committee are described in the Audit Committee Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

Ms. Volkart, Mr. Felsher and Mr. Sheibley are the current members of the Audit Committee. Mr. Felsher serves as the chairperson and has been designated by the board of directors as the “audit committee financial expert,” as defined by Item 407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended, and the Exchange Act. That status does not impose duties, liabilities or obligations that are greater than the duties, liabilities or obligations otherwise imposed on Mr. Felsher as a member of the audit committee and the board of directors, however. Our Board has determined that each of our Audit Committee members satisfies the “independence” requirements of the listing rules of the Nasdaq Stock Market (the “Nasdaq”) and meets the independence standards under Rule 10A-3 under the Exchange Act.

During the fiscal year ended March 31, 2023, which we refer to as fiscal 2023, the Audit Committee held four meetings.

Compensation Committee

Our board of directors established the Compensation Committee for the purpose of reviewing, recommending and approving our compensation policies and benefits, including the compensation of all of our executive officers and directors. Mr. DeSisto and Ms. Volkart are the current members of the compensation committee, and Mr. DeSisto serves as the chairperson. Each of our Compensation Committee members satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act.

Our compensation committee is responsible for reviewing, recommending and approving our compensation policies and benefits, including the compensation of all of our executive officers and directors, and it also has the principal responsibility for the administration of our equity incentive plan. The responsibilities of our compensation committee are more fully described in the Compensation Committee Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

During fiscal 2023, our Compensation Committee held one meeting.

Nominating and Governance Committee

The Nominating and Governance Committee consists of Mr. Sheibley and Mr. Felsher, and Mr. Sheibley serves as the chairperson. Each of the members of our Nominating and Governance Committee satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the

Exchange Act. The Nominating and Governance Committee will consider persons recommended by shareholders for inclusion as nominees for election to our board of directors, if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our secretary at the address of our executive offices.

The Nominating and Governance Committee will identify and evaluate nominees for our board of directors, including nominees recommended by shareholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our board of directors. The responsibilities of our Nominating and Governance committee are more fully described in the Nominating and Governance Committee Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

Board Meetings and Attendance

During fiscal 2023, our Board held three meetings. While they served as directors, each director attended 100% of the total number of meetings of the Board. The members of the Audit Committee and Compensation Committee attended 100% of the respective committee meetings. The Board and each of the committees also acted at times by unanimous written consent, as authorized by our bylaws and the Nevada General Corporate Law.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of ours. Directors, executive officers and greater than 10% holders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. Based on our review of Forms 3 and 4 filed during fiscal 2023 (and any written representations to us by such persons), we believe that all directors, executive officers and 10% shareholders complied with all applicable Section 16(a) filing requirements during fiscal 2023, except that:

• Mr. Felsher failed to timely file a Form 4 to report an option award under our director compensation plan;

• Mr. Frank failed to timely file a Form 4 to report two option awards under our director compensation plan

• Mr. Sheibley failed to timely file:

• a Form 4 to report an open-market purchase of shares of our common stock;

• a Form 4 to report a stock award under our director compensation plan; and

• a Form 4 to report a stock award under our director compensation plan.

• Mr. Schmid failed to timely a Form 3 to report his initial beneficial ownership;

• Ms. Volkart failed to timely file a Form 4 to report an option award under our director compensation plan; and

• Ms. Vos failed to timely file a Form 4 to report an option award under our director compensation plan.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

We have adopted a Code of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and members of our board of directors. The Code of Conduct is available on our website at www.modular-medical.com. Our Nominating and Governance Committee is responsible for overseeing the Code of Conduct, and our board of directors must approve any waivers of the Code of Conduct. In addition, we intend to post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision of the Code of Conduct.

Board Diversity

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our board of directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our board of directors from time to time.

All of our directors have held high-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of ours.

Shareholder Communications with the Board

Shareholders wishing to communicate with the Board, the non-management directors, or with an individual Board member may do so by writing to the Board, to the non-management directors, or to the particular Board member, and mailing the correspondence to: c/o Secretary, Modular Medical, Inc. 10740 Thornmint Road, San Diego, CA 92127. The envelope should indicate that it contains a shareholder communication. All such shareholder communications will be forwarded to the director or directors to whom the communications are addressed.

Director Independence

Our board of directors has determined that each of the current directors, with the exception of Mr. DiPerna, Mr. Frank and Ms. Vos, is “independent,” as defined by the listing rules of the NASDAQ Stock Market, or Nasdaq, and the rules and regulations of the SEC. Our board of directors has standing Audit, Compensation and Nominating and Governance Committees, each of which is comprised solely of independent directors in accordance with the Nasdaq listing rules. No director qualifies as independent unless the board of directors affirmatively determines that he has no direct or indirect relationship with us that would impair his independence. We independently review the relationship of the Company to any entity employing a director or on whose board of directors he or she is serving currently.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth compensation information for fiscal 2023 and 2022 for each of our named executive officers.

Name and Principal Position	Year	Salary ($)		Stock Awards ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)		Total ($)
James E. Besser,	2023	—		—	—	—	—		—
Chief Executive Officer(2)	2022	—		—	—	—	—		—
Paul DiPerna,	2023	300,000		—	189,413	—	—		489,413
President, President Chief Financial Officer, Treasurer and Chairman	2022	370,833	(3)	—	—	—	—		370,833
Kevin Schmid,	2023	176,121		—	701,945	—	—		878,066
Chief Operating Officer(4)	2022	—		—	—	—	—		—
Ellen O’Connor Vos,	2023	—		—	—	—	—		—
Chief Executive Officer(5)	2022	133,654		—	4,414,645	—	409,662	(6)	4,957,961

____________

(1) Award amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to Financial Accounting Standards Board (FASB) ASC Topic 718. The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated financial statements included in item 8 of our fiscal 2023 Annual Report on Form 10-K. These amounts do not reflect actual compensation earned or to be earned by our named executive officers.

(2) Mr. Besser was appointed our chief executive officer in February 2022, and he is paid de minimis annual compensation of $1.00.

(3) Includes payment of $70,833 of deferred salary.

(4) Mr. Schmid was appointed our chief operating officer in July 2022 at an annual base salary of $250,000.

(5) Ms. Vos was appointed our chief executive officer in August 2021, and she resigned as our chief executive officer in February 2022.The compensation amounts disclosed in the table above exclude amounts paid to Ms. Vos for her service as a non-employee director.

(6) Represents payment during fiscal 2022 of i) accrued holiday and vacation pay, ii) deferred salary and iii) three months of salary for the notice period and accrued severance of $300,000 that was paid to Ms. Vos in fiscal 2023.

Outstanding Equity Awards at Fiscal Year-End

The following table shows certain information regarding outstanding equity awards held by our named executive officers as of March 31, 2023.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date(1)
Paul DiPerna	1,155	(2)	—	9.48	6/1/2030
	1,169	(3)	—	9.48	5/1/2030
	1,170	(4)	—	9.48	4/1/2030
	1,660	(5)	—	7.44	3/2/2030
	1,745	(6)	—	7.44	2/1/2030
	1,727	(7)	—	7.44	1/1/2030
	1,809	(8)	—	6.75	12/1/2029
	1,811	(9)	—	6.75	11/1/2029
	1,721	(10)	—	6.75	10/1/2029
	1,662	(11)	—	6.75	9/15/2029
	1,666	(12)	—	6.75	8/15/2029
	1,660	(13)	—	6.75	7/15/2029
	1,650	(14)	—	6.75	6/15/2029
	1,677	(15)	—	6.75	5/15/2029
	1,624	(16)	—	6.75	4/15/2029
	1,694	(17)	—	6.75	3/15/2029
	1,641	(18)	—	6.75	2/15/2029
	1,603	(19)	—	6.75	1/15/2029
	1,775	(20)	—	6.75	12/15/2028
	1,775	(21)	—	6.75	11/15/2028
	6,005	(22)	—	1.98	10/15/2028
	6,005	(23)	—	1.98	09/15/2028
	6,005	(24)	—	1.98	08/15/2028
	100,000	(25)	—	6.75	11/25/2029
	45,000	(26)	—	4.24	4/14/2032
Kevin Schmid	175,000	(27)	—	4.24	7/21/2032

____________

(1) The standard option term is ten years, but all of the options expire automatically unless exercised within 90 days after the cessation of service as an employee, director or consultant.

(2) The option was granted on June 1, 2020, and the shares subject to this option were fully vested on the grant date.

(3) The option was granted on May 1, 2020, and the shares subject to this option were fully vested on the grant date.

(4) The option was granted on April 1, 2020, and the shares subject to this option were fully vested on the grant date.

(5) The option was granted on March 2, 2020, and the shares subject to this option were fully vested on the grant date.

(6) The option was granted on February 1,2020, and the shares subject to this option were fully vested on the grant date.

(7) The option was granted on January 1, 2020, and the shares subject to this option were fully vested on the grant date.

(8) The option was granted on December 1, 2019, and the shares subject to this option were fully vested on the grant date.

(9) The option was granted on November 1, 2019, and the shares subject to this option were fully vested on the grant date.

(10) The option was granted on October 1, 2019, and the shares subject to this option were fully vested on the grant date.

(11) The option was granted on September 15, 2019, and the shares subject to this option were fully vested on the grant date.

(12) The option was granted on August 15, 2019, and the shares subject to this option were fully vested on the grant date.

(13) The option was granted on July 15, 2019, and the shares subject to this option were fully vested on the grant date.

(14) The option was granted on June 15, 2019, and the shares subject to this option were fully vested on the grant date.

(15) The option was granted on May 15, 2019, and the shares subject to this option were fully vested on the grant date.

(16) The option was granted on April 15, 2019, and the shares subject to this option were fully vested on the grant date.

(17) The option was granted on March 15, 2019, and the shares subject to this option were fully vested on the grant date.

(18) The option was granted on February 15, 2019, and the shares subject to this option were fully vested on the grant date.

(19) The option was granted on January 15, 2019, and the shares subject to this option were fully vested on the grant date.

(20) The option was granted on December 15, 2018, and the shares subject to this option were fully vested on the grant date.

(21) The option was granted on November 15, 2018, and the shares subject to this option were fully vested on the grant date.

(22) The option was granted on October 15, 2018, and the shares subject to this option were fully vested on the grant date.

(23) The option was granted on September 15, 2018, and the shares subject to this option were fully vested on the grant date.

(24) The option was granted on August 15, 2018, and the shares subject to this option were fully vested on the grant date.

(25) The option was granted on November 25, 2019, and the shares subject to this option vest monthly over three years commencing January 1, 2020, subject to continued service as an employee, director or consultant.

(26) The option was granted on April 14, 2022, and the shares subject to this option vest one-third on the annual anniversary of the grant date and the remaining two-thirds vest monthly over the next two years subject to continued service as an employee, director or consultant

(27) The option was granted on July 21, 2022, and the shares subject to this option vest one-third on the annual anniversary of the grant date and the remaining two-thirds vest monthly over the next two years subject to continued service as an employee, director or consultant.

Employment Agreements

We have entered into our standard form of employment, confidential information and invention assignment agreement with each of our named executive officers. We also have entered into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for in our articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of our directors and certain executive officers for many expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which such person provided services at our request.

Director Compensation

Effective April 1, 2021, our board of directors approved our outside (non-employee) director compensation plan (the “Director Plan”). Pursuant to the Director Plan, outside directors are paid the following annual retainers:

• $25,000 for service as a member of the board of directors;

• $5,000 for service as chair of the audit committee; and

• $5,000 for service as chair of the compensation committee.

The annual retainers are paid in quarterly installments in either cash, options to purchase shares of our common stock or in shares of our common stock, as directed by each director based on an annual election. In addition, under the Director Plan, each director will also receive an annual service equity award of $100,000 paid in quarterly installments in either options to purchase shares of our common stock or shares of our common stock, as directed by each director based on an annual election.

In addition, upon appointment to our board of directors, we award our non-employee directors an equity award under our Amended 2017 Equity Incentive Plan (the “2017 Plan”). For example, during fiscal 2022, we awarded each of the new non-employee directors a stock option to purchase 16,667 shares of our common stock. These options vest annually over three years from the date of appointment to our board of directors.

The following table summarizes the compensation earned by our non-employee directors in fiscal 2023:

Name	Fee Compensation ($)	Restricted Stock Awards ($)	Option Awards ($)(1)(2)	All Other Compensation ($)(3)	Total ($)
William Febbo(4)	30,000	—	—	30,795	60,795
Steven Felsher	—	—	84,135	13,339	97,474
Morgan Frank	—	—	114,734	—	114,734
Philip Sheibley	30,000	—	—	30,795	60,795
Carmen Volkart	—	—	84,135	11,119	95,254
Ellen O’Connor Vos	6,250	—	59,530	—	65,780

____________

(1) Award amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated financial statements included in Item 8 of our fiscal 2023 Annual Report on Form 10-K. These amounts do not reflect actual compensation earned or to be earned by our directors.

(2) As of March 31, 2023, our non-employee directors each held outstanding options to purchase the following number of shares of our common stock: William Febbo, 66,667; Steven Felsher, 68,084; Morgan Frank, 139,958; Philip Sheibley, 16,667; Carmen Volkart; 120,558 and Ellen O’Connor Vos, 136,021.

(3) Represents stock awards; we calculated the estimated fair value of the stock awards issued to our non-employee directors using the closing price per share of our common stock on the day prior to the grant date in accordance with the Director Plan.

(4) Mr. Febbo resigned from our Board in July 2023.

Equity Compensation Plan Information

The following table shows the number of securities to be issued upon exercise or vesting of outstanding equity awards under the 2017 Plan as of March 31, 2023.

		Number of securities to be issued upon exercise or vesting of outstanding equity awards (a)		Weighted- average exercise price of outstanding options (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans not approved by security holders		2,481,090		$	5.19		2,132,292

Certain Relationships and Related Party Transactions

MMC as the general partner of Manchester Explorer, L.P. (“Explorer”), combined with the holdings of its affiliates, JEB Partners LP, Mr. Besser and Mr. Frank, owned approximately 25% of our outstanding shares of common stock at March 31, 2023. Mr. Besser is our chief executive officer and a managing member of MMC. Mr. Frank is one of our directors and serves as the portfolio manager of Explorer and as a managing member of MMC.

Mr. DiPerna’s daughter is an employee of ours, and, during fiscal 2023, we paid her $201,275, which includes the aggregate grant date fair value, as determined pursuant to FASB ASC Topic 718, of a stock option granted to her.

In February 2021, Mr. DiPerna and Explorer (together, the “Related Party Holders”), which is represented by Mr. Frank on our board of directors, purchased $100,000 and $1,000,000, aggregate principal amount of our convertible notes and received warrants to purchase 119,237 and 11,924 shares of our common stock (the “Note Warrants”), respectively. Effective April 30, 2021, the Related Party Holders entered into revocation agreements with the Company pursuant to which their collective $1,100,000 aggregate principal amount of convertible notes and accrued interest of $50,091 were replaced with new convertible notes. In connection with a public offering of our equity securities in February 2022, the convertible notes and accrued interest held by the Related Party Holders were converted into our equity securities and Mr. DiPerna received 23,429 shares of our common stock and a warrant to purchase 23,429 shares of our common stock at an exercise price of $6.60 per share and Explorer received 234,274 shares of our common stock and a warrant to purchase 234,274 shares of our common stock at an exercise price of $6.60 per share. In addition, the exercise prices of the Note Warrants were reduced to $6.00 per share.

In May 2021, Mr. Febbo purchased $200,000 aggregate principal amount of our convertible notes and received a warrant to purchase 23,229 shares of our common stock (the Director Warrant). In connection with a public offering of our equity securities in February 2022, the convertible note held by Mr. Febbo was converted into our equity securities. Upon conversion, Mr. Febbo received 45,586 shares of our common stock and a warrant to purchase 45,586 shares of our common stock at an exercise price of $6.60 per share. In addition, the exercise price of the Director Warrant was reduced to $6.00 per share.

In October 2021, we sold 12,346 shares of common stock to Mr. DiPerna and 18,519 shares to Ms. Vos at a price per share of $8.10 in a private placement.

Clawback Policy

We have adopted a compensation recovery (clawback) policy that states that, in the event we are required to prepare an accounting restatement, we will recover incentive-based compensation received by any current or former executive officer that was based upon the attainment of a financial reporting measure that was erroneously awarded during the three-year period preceding the date the restatement was required.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, we are providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”), former principal executive officer (“Former PEO”) and non-PEO named executive officers (“NEOs”) and certain financial performance of the Company for the fiscal years listed below.

	James E. Besser – PEO				Ellen O’Connor Vos – Former PEO				Non PEO NEOs				Value of Initial Fixed $100 Investment based on Total Shareholder Return (“TSR”)(5)		Net Loss
Fiscal Year	Summary Compensation Table Total(1)		Compensation Actually Paid(2)		Summary Compensation Table Total(1)		Compensation Actually Paid(2)		Summary Compensation Table Total(3)		Compensation Actually Paid(4)				Net Loss
2023	$	—	$	—	$	—	$	—	$	683,745	$	125,426	$	18.73	$	13,878,936
2022	$	—	$	—	$	4,957,961	$	1,823,066	$	370,833	$	306,090	$	72.06	$	18,632,761

____________

(1) Represent the amounts of total compensation reported for our PEO and Former PEO during each corresponding year in the “Total” column of the Summary Compensation Table above. Mr. Besser is paid de minimis annual compensation of $1.00.

Fiscal Year	Average summary compensation table total for Non-PEO NEOs ($)		Reported value of equity awards for NEOs ($)			Fair value as of year-end for awards granted during the year ($)		Fair value year-over-year increase or decrease in unvested awards granted in prior years ($)			Fair value of awards granted and vested during the year ($)		Fair value increase or decrease from prior year end for awards that vested during the year ($)			Average compensation actually paid to Non-PEO NEOs ($)
2023	$	683,745	$	(445,684	)	$	157,589	$	(288,095	)	$	60,525	$	(42,654	)	$	125,426
2022	$	370,833

Fiscal Year	Summary compensation table total for James E. Besser (S)	Reported value of equity awards for James E. Besser ($)	Fair value as of year-end for awards granted during the year ($)	Fair value year-over-year increase or decrease in unvested awards granted in prior years ($)	Fair value of awards granted and vested during the year ($)	Fair value increase or decrease from prior year end for awards that vested during the year ($)	Compensation actually paid to James E. Besser ($)
2023	—	—	—	—	—	—	—
2022	—	—	—	—	—	—	—

Fiscal Year	Summary compensation table total for Ellen O’ Connor Vos ($)		Reported value of equity awards for Ellen O’ Connor Vos ($)			Fair value as of year-end for awards granted during the year ($)		Fair value year-over-year increase or decrease in unvested awards granted in prior years ($)		Fair value of awards granted and vested during the year ($)		Fair value increase or decrease from prior year end for awards that vested during the year ($)			Compensation actually paid to Ellen O’ Connor Vos ($)
2023	$	—	$	—		$	—	$	—	$	—	$	—		$	—
2022	$	4,957,961	$	(4,414,645	)	$	1,594,777	$	—	$	410,090	$	(725,117	)	$	1,823,066

SEC Form DEF 14A filed by Modular Medical Inc.