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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 5, 2023
MODULAR MEDICAL, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
|
001-41277 |
|
87-0620495 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
10740 Thornmint Road, San Diego, California |
|
92127 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (858) 800-3500
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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MODD |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
The relevant information in Item 5.02 on this
Current Report on Form 8-K, regarding the RSU (as defined below) is incorporated herein by reference. The shares of common stock underlying
the RSU were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption
under Section 4(a)(2) and/or Regulation D of the Securities Act.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of William
Febbo from the Board of Directors
On July 5, 2023, William
Febbo resigned from the board of directors (the “Board”) of Modular Medical, Inc. (the “Company”) effective immediately.
Mr. Febbo’s resignation was not due to a disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment
of Duane DeSisto to the Board of Directors
On July 5, 2023, the Board appointed Duane DeSisto,
68, to serve as a member of the Board and to chair the Compensation Committee of the Board, effective immediately. The Board believes
that 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.
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 Ebusiness 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.
Family Relationships
Mr. DeSisto does not have a family relationship
with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard
to Mr. DeSisto reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with his appointment to the Board,
Mr. DeSisto was granted a restricted stock unit for 250,000 shares of the Company’s common stock (the “RSU”). The RSU
vests quarterly over a three-year period, subject to Mr. DeSisto’s continued service with the Company. As a non-employee director
of the Company, Mr. DeSisto will participate in the same compensation arrangements as the other non-employee directors of the Company,
whereby for each year of service, he will be entitled to receive $30,000 annually, paid in quarterly installments in either cash, options
to purchase shares of the Company’s common stock or in shares of common stock of the Company, as directed by Mr. DeSisto based on
an annual election. In addition, Mr. DeSisto will also receive an annual service equity award of $100,000 paid in quarterly installments
in either options to purchase shares of the Company’s common stock or shares of the Company’s common stock, as directed by
Mr. DeSisto based on an annual election.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
# | Schedules and/or exhibits have been omitted from this exhibit
pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit
to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
MODULAR MEDICAL, INC. |
|
|
|
Date: July 10, 2023 |
By: |
/s/ James E. Besser |
|
|
James E. Besser |
|
|
Chief Executive Officer |
Exhibit 99.1
Modular Medical Announces Diabetes Industry
Veteran Duane DeSisto Will Join the Board of Directors
SAN DIEGO, CA / ACCESSWIRE / July
6, 2023 / Modular Medical, Inc. (the “Company” or “Modular Medical”) (Nasdaq: MODD), a development
stage insulin delivery technology company seeking to launch the next generation of easy to use and affordable insulin pump technology,
today announced the appointment of medical device industry leader Duane DeSisto to its board of directors. Mr. DeSisto was previously
President, CEO and Director of Insulet Corporation, developers of the groundbreaking OmniPod Insulin Management System, before retiring
in 2014.
“Duane brings more than 25 years of experience in the medical
device industry and is a visionary business leader credited with the launch and transformational growth of Omnipod, the first insulin
patch pump from Insulet,” said Jeb Besser, CEO of Modular Medical. “Duane’s extensive background in operational
leadership and commercialization of insulin pumps will be an extremely valuable resource for our team, as we prepare to launch our
patch pump.”
Mr. DeSisto will partner with Paul DiPerna, Modular Medical’s
founder and the former CEO of Tandem Diabetes. “I am excited to have Duane join our board, as I believe his strategic leadership
and market development expertise, and our combined experience leading the commercialization of the two industry-leading pumps will create
tremendous momentum for Modular Medical,” said Mr. DiPerna.
Mr. DeSisto served as President and CEO of Insulet from 2001
to 2014, where he led the creation and commercial adoption of the Company’s debut product, OmniPod, the world’s first tubing-free disposable
insulin pump. Under Mr. DeSisto, Insulet grew from an early-stage company to a market cap of more than $2 billion and
was nationally recognized for its technology design and rapid growth, including being listed fourth on Forbes’ “Most Innovative
Growth Companies” in 2014 with five-year average sales growth of 47 percent. Prior to that, he served as Chief Financial Officer
of AAI-Foster Grant and Zoll Medical Corporation.
“I look forward to working with Paul, the board and leadership
team to launch this novel, easy to use affordable pump that will clearly open the market to many more patients and improve diabetes outcomes,”
said Mr. DeSisto.
About Modular Medical
Modular Medical, Inc. (Nasdaq:MODD) is a development-stage medical
device company that intends to launch the next generation of insulin delivery technology. Using its patented technologies, the company
seeks to eliminate the tradeoff between complexity and efficacy, thereby making top quality insulin delivery both affordable and simple
to learn. Our mission is to improve access to the highest standard of glycemic control for people with diabetes taking it beyond “superusers”
and providing “diabetes care for the rest of us.”
Modular Medical was founded by Paul DiPerna, a seasoned medical device
professional and microfluidics engineer. Prior to founding MODD, Mr. DiPerna was the founder (in 2005) of Tandem Diabetes and invented
and designed its t:slim insulin pump. More information is available at https://modular-medical.com.
Forward-Looking Statements
This press release contains forward-looking statements that are made
pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject
to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statements contained
in this press release. These factors include, but are not limited to, market and other conditions, whether the Company can successfully
develop the Company’s proprietary technologies and whether the market will accept the Company’s products and services, and the impact
of COVID-19, general economic, industry or political conditions in the United States or internationally as well as other risk factors
and business considerations described in the Company’s SEC filings, including its annual report on Form 10-K. Any forward-looking statements
in this press release should be evaluated in light of these important risk factors. In addition, any forward-looking statements included
in this press release represent the Company’s views only as of the date of its publication and should not be relied upon as representing
its views as of any subsequent date. The Company assumes no obligation to update these forward-looking statements, except as required
by law.
All trademarks mentioned herein are the property of their respective
owners.
CONTACT:
Jeb Besser
Chief Executive Officer
Modular Medical, Inc.
+1 (617) 399-1741
IR@modular-medical.com
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Modular Medical (NASDAQ:MODD)
過去 株価チャート
から 5 2024 まで 6 2024
Modular Medical (NASDAQ:MODD)
過去 株価チャート
から 6 2023 まで 6 2024