SEC Form SC 13D/A filed by Modular Medical Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
| Modular Medical, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 60785L108 |
| (CUSIP Number) |
|
James E. Besser c/o Manchester Management Company, LLC 2 Calle Candina, #1701 San Juan, Puerto Rico, 00907 Telephone Number: (617) 399-1741 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| February 23, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. | |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
| |
| CUSIP No. | 60785L108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Manchester Management PR, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
| (b) [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Puerto Rico |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 3,189,061 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 3,189,061 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,189,061 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 28.9% |
| 14. | TYPE OF REPORTING PERSON | |
| IA | ||
| CUSIP No. | 60785L108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Manchester Explorer, L.P. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
| (b) [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 2,871,588 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 2,871,588 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,871,588 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 26.0% |
| 14. | TYPE OF REPORTING PERSON | |
| PN | ||
| CUSIP No. | 60785L108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| JEB Partners, L.P. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
| (b) [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| WC |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 317,473 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 317,473 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 317,473 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.1% |
| 14. | TYPE OF REPORTING PERSON | |
| PN | ||
| CUSIP No. | 60785L108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Manchester Management Company, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
| (b) [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 0 |
| 8. | SHARED VOTING POWER | |
| 3,189,061 |
| 9. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 3,189,061 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,189,061 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 28.9% |
| 14. | TYPE OF REPORTING PERSON | |
| OO | ||
| CUSIP No. | 60785L108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| James E. Besser |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
| (b) [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 124,750 |
| 8. | SHARED VOTING POWER | |
| 3,189,061 |
| 9. | SOLE DISPOSITIVE POWER | |
| 124,750 | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 3,189,061 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 3,313,811 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 30.0% |
| 14. | TYPE OF REPORTING PERSON | |
| IN | ||
| CUSIP No. | 60785L108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Morgan C. Frank |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
| (b) [_] |
| 3. | SEC USE ONLY | |
| 4. | SOURCE OF FUNDS | |
| AF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7. | SOLE VOTING POWER | |
| 128,173 (1) |
| 8. | SHARED VOTING POWER | |
| 2,871,588 |
| 9. | SOLE DISPOSITIVE POWER | |
| 128,173 (1) | ||
| 10. | SHARED DISPOSITIVE POWER | |
| 2,871,588 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 2,999,761 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 27.0% |
| 14. | TYPE OF REPORTING PERSON | |
| IN | ||
|
(1) As a result of options granted to the Reporting Person, the Reporting Person currently has aggregate options to purchase a total of 67,896 shares of the Issuer. |
| CUSIP No. | 60785L108 |
| Item 1. | Security and Issuer. |
| The name of the issuer is Modular Medical, Inc., a Nevada corporation (the "Issuer"). The address of the Issuer's principal executive offices is 16772 W. Bernardo Drive, San Diego, California 92127. This Schedule 13D relates to the Issuer's Common Stock, par value $0.001 per share (the "Shares"). | ||
| Item 2. | Identity and Background. |
| (a), (f) | This Schedule 13D is being filed jointly by Manchester Management PR, LLC, a Puerto Rican limited liability company (“Manchester”), Manchester Explorer, L.P., a Delaware limited partnership (the “Explorer”), JEB Partners, L.P., a Delaware limited partnership (the “Jeb Partners”), Manchester Management Company, LLC, a Delaware limited liability company (the “GP”), James E. Besser (“Besser”), a United States citizen and Morgan C. Frank (“Frank”), a United States citizen (collectively, the "Reporting Persons"). | ||
| (b) | The principal business address for each of the Reporting Persons is 2 Calle Candina, #1701, San Juan, Puerto Rico, 00907. | ||
| (c) | Besser is the managing member of Manchester and the GP and Frank serves as a portfolio manager and as a consultant for Explorer. The principal business of Manchester is serving as an investment adviser to its clients. The principal business of the GP is serving as the general partner to certain private funds. Manchester is the investment manager to Explorer and Jeb Partners and the GP is the general partner of Explorer and Jeb Partners. The principal business of each of Explorer and Jeb Partners is purchasing, holding and selling securities for investment purposes. | ||
| (d), (e) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. | ||
| Item 3. | Source and Amount of Funds or Other Consideration. | |
| The funds for the purchase of the Shares for each of Besser and Frank came from their personal funds (and director compensation with respect to Frank) and from the working capital of Explorer and Jeb Partners, over which the Reporting Persons, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. | ||
| Item 4. | Purpose of Transaction. | |
|
On February 23, 2022, James E. Besser was appointed Chief Executive Officer of the Issuer. Other than the foregoing, there have been no material changes to Item 4 of the Schedule 13D/A filed by the Reporting Persons on February 17, 2022.
|
||
| Item 5. | Interest in Securities of the Issuer. | |
| (a) - (e) |
Besser: As of the date hereof, Besser may be deemed to be the beneficial owner of 3,313,811 Shares, constituting 30.0% of the Shares*.
Besser has the sole power to vote or direct the vote of 124,750 Shares; has the shared power to vote or direct the vote of 3,189,061 Shares; has the sole power to dispose or direct the disposition of 124,750 Shares; and has the shared power to dispose or direct the disposition of 3,189,061 Shares.
Frank: As of the date hereof, Frank may be deemed to be the beneficial owner of 2,999,761 Shares, constituting 27.0% of the Shares*.
Frank has the sole power to vote or direct the vote of 128,173 Shares; has the shared power to vote or direct the vote of 2,871,588 Shares; has the sole power to dispose or direct the disposition of 128,173 Shares; and has the shared power to dispose or direct the disposition of 2,871,588 Shares.
Manchester and GP: As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 3,189,061 Shares, constituting 28.9% of the Shares*.
Manchester and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 3,189,061 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 3,189,061 Shares.
Explorer: As of the date hereof, Explorer may be deemed to be the beneficial owner of 2,871,588 Shares, constituting 26.0% of the Shares*.
Explorer has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,871,588 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 2,871,588 Shares.
Jeb Partners: As of the date hereof, Jeb Partners may be deemed to be the beneficial owner of 317,473 Shares, constituting 3.1% of the Shares*.
Jeb Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 317,473 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 317,473 Shares.
The transactions by the Reporting Persons in the Shares since the Schedule 13D/A filed by the Reporting Persons on February 14, 2022 are set forth in Exhibit B. All such transactions were carried out in open market transactions.
*The outstanding Shares figure reflects 10,401,648 Shares outstanding as reported in the Issuer’s 424B4 filed by the Issuer on February 11, 2022. |
||
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. | |
| There have been no changes to Item 6 of the disclosure in the Schedule 13D/A filed by the Reporting Persons on February 17, 2022. | ||
| Item 7. | Material to be Filed as Exhibits. |
|
Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Shares | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 28, 2022 | |||||
|
(Date)
|
|||||
|
|
MANCHESTER EXPLORER, L.P.* /s/ James E. Besser (Signature) James E. Besser, Managing Member of the General Partner (Name/Title) Manchester Management Company, LLC* /s/ James E. Besser | ||||
| (Signature) | |||||
| James E. Besser, Managing Member | |||||
| (Name/Title) | |||||
| Manchester Management PR, LLC* /s/ James E. Besser (Signature) James E. Besser, Managing Member (Name/Title) | |
| JAMES E. BESSER | |
| /s/ James E. Besser | |
|
(Signature)
MORGAN C. FRANK
/s/ Morgan C. Frank |
(Signature)
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the
beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D amendment, dated February 28, 2022, relating to the Common Stock, par value $0.001 per share, of Modular Medical, Inc. shall be filed on behalf of the undersigned.
| February 28, 2022 | ||||
| (Date) |
|
|
MANCHESTER EXPLORER, L.P.* /s/ James E. Besser (Signature) James E. Besser, Managing Member of the General Partner (Name/Title) Manchester Management Company, LLC* /s/ James E. Besser |
| (Signature) | |
| James E. Besser, Managing Member | |
| (Name/Title) |
| Manchester Management PR, LLC* /s/ James E. Besser (Signature) James E. Besser, Managing Member (Name/Title) | |
| JAMES E. BESSER | |
| /s/ James E. Besser | |
|
(Signature)
MORGAN C. FRANK
/s/ Morgan C. Frank |
(Signature)
Exhibit B
Schedule of Transactions in Shares
|
Date of Transaction |
Title of Class |
Number of Shares Acquired | Number of Shares Disposed |
Price Per Share
|
The Reporting Persons have not transacted in shares of the Issuer since the Schedule 13D/A filed on February 17, 2022.