Current Report · Items 1.01, 8.01, 9.01 · 8-K
Modular Medical, Inc.
MODDNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On April 19, 2026, Modular Medical, Inc. (the “Company”) entered into a Placement Agency Agreement (the “Agreement”) with Maxim Group LLC (the “Placement Agent”), relating to a registered direct offering (the “Offering”) of 750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), referred to as the “Shares.…
Filed Apr 21, 2026Accepted Apr 21, 2026, 12:20 PM EDTCIK 1074871Accession 0001213900-26-045985
Company context
We are a pre-revenue medical device company focused on the design, development and commercialization of innovative insulin pumps using modernized technology to increase pump adoption in the diabetes marketplace. Through the creation of a novel two part patch pump, we seek to fundamentally alter the trade-offs between cost and complexity and access to the higher standards of care that presently-available insulin pumps provide. By simplifying and streamlining the user experience from introduction, prescription, reimbursement, training and day-to-day use, we seek to expand the wearable insulin delivery device market beyond the highly motivated “super users” and expand the category into the mass market. The product seeks to serve both the type 1 and the rapidly growing, especially in terms of device adoption, type 2 diabetes markets. In January 2024, we submitted a 510(k) premarket notification to the United States Food and Drug Administration (the “FDA”) for our initial product, our MODD1, and, in September 2024, we received FDA clearance to market and sell our MODD1 pump in the United States. In August 2025, we announced the first human use of our MODD1 pump delivering insulin to a human patient. In addition, in August 2025, we announced our next-generation patch pump, branded as Pivot. We submitted a 510(k) premarket notification to the FDA for our Pivot product on November 13, 2025, when the United States government shutdown ended. We intend to initiate our commercial launch
Current securities
Disclosure sections
Items 1.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into
a Material Definitive Agreement.
On April 19, 2026,
Modular Medical, Inc. (the “Company”) entered into a Placement Agency Agreement (the “Agreement”) with Maxim
Group LLC (the “Placement Agent”), relating to a registered direct offering (the “Offering”) of 750,000
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), referred to as the
“Shares.” The gross proceeds to the Company from the Offering will be approximately $3.375 million, before deducting the
Placement Agent fee and other offering expenses. The Offering is expected to close on April 21, 2026 (the
“Closing Date”).
Pursuant to the Agreement,
the Company agreed to pay the Placement Agent a cash fee equal to 7% of the gross proceeds received from the Offering and to reimburse
the Placement Agent for its expenses incurred in connection with the Offering in an amount up to $75,000.
The Offering was made
pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333- 287313) previously filed with the Securities
and Exchange Commission (the “SEC”) on May 15, 2025 and declared effective by the SEC on May 22, 2025, and a final prospectus
supplement relating to the Offering dated April 19, 2026.
Pursuant to the Agreement,
each of the Company’s directors and executive officers entered into “lock-up” agreements that,
subject to certain exceptions, prohibit, without the prior written consent of the Placement Agent, the sale, transfer, or other disposition
of securities of the Company for a period of 90 days from the date of the Agreement. Pursuant to the Agreement, the Company has agreed not to, subject to certain conditions and exceptions, offer, pledge, sell,
contract to sell, or sell any option, right or warrant to purchase, lend or otherwise transfer or dispose, directly or indirectly, any
shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, affect or enter
into an agreement to effect any issuance by the Company or its subsidiaries of Common Stock or Common Stock equivalents (or a combination
of units thereof) for a period of 45 days from the Closing Date.
The foregoing description
of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed
herewith as Exhibit 1.1 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 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
The Company issued a
press release announcing the pricing of the Offering on April 19, 2026. A copy of this press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
The following exhibits
are filed with this report:
Exhibit Exhibit Description
Number
────────────────────────────────────────────────────────────────────────────────────────────────────────────────
1.1 Placement Agency Agreement, dated as of April 19, 2026, between the Company and Maxim Group LLC
5.1 Opinion of Lucosky Brookman, LLP
23.1 Consent of Lucosky Brookman, LLP (included in Exhibit 5.1)
99.1 Press Release dated April 19, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) ea028710801ex99-1.htmEX-99.1
4
ea028710801ex99-1.htm
PRESS RELEASE DATED APRIL 19, 2026
Exhibit 99.1
Modular Medical Announces Pricing of $3.4 Million
Registered Direct Offering of Common Stock
SAN DIEGO, CA / ACCESS Newswire / April 19, 2026
/ Modular Medical, Inc. (“Modular Medical” or the “Company”) (NASDAQ:MODD), a leader in innovative, patient-centric
insulin delivery, today announced the pricing of a registered direct offering (the “Offering”) consisting of 750,000 shares
of the Company’s common stock at an offering price of $4.50 per share. The gross proceeds to the Company from the Offering are estimated
to be approximately $3.4 million before deducting placement agent fees and other offering expenses. The Offering is expected to close
on or about April 21, 2026, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement
agent in connection with the Offering.
The securities are being offered pursuant to a
shelf registration statement on Form S-3 (File No. 333-287313), which was declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) on May 22, 2025. The Offering will be made only by means of a prospectus supplement …
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