Modular Medical Reports Security Holder Rights & Bylaw Changes

TL;DR

**Modular Medical just changed shareholder rights and bylaws; watch for details on what it means for your stake!**

AI Summary

Modular Medical, Inc. filed an 8-K on February 15, 2024, reporting events that occurred on February 13, 2024. The filing indicates material modifications to the rights of security holders, amendments to the company's Articles of Incorporation or Bylaws, and the submission of matters to a vote of security holders. These corporate governance changes were reported under SEC File Number 001-41277.

Why It Matters

These corporate actions can significantly alter shareholder power, company governance, and potentially impact future strategic decisions or financial performance. Investors should monitor the full details of these modifications and amendments.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can have a significant, though currently unspecified, impact on investor value and company control.

Key Players & Entities

• Modular Medical, Inc. (company) — Registrant filing the 8-K
• Nevada (company) — State of incorporation for Modular Medical, Inc.
• February 13, 2024 (date) — Date of earliest event reported
• February 15, 2024 (date) — Date the 8-K was filed

FAQ

Filing Documents

• ea193897-8k_modular.htm (8-K) — 47KB
• ea193897ex3-1_modular.htm (EX-3.1) — 4KB
• ex3-1_001.jpg (GRAPHIC) — 144KB
• ex3-1_002.jpg (GRAPHIC) — 284KB
• ex3-1_003.jpg (GRAPHIC) — 232KB
• ex3-1_004.jpg (GRAPHIC) — 188KB
• 0001213900-24-014542.txt ( ) — 1392KB
• modd-20240213.xsd (EX-101.SCH) — 3KB
• modd-20240213_lab.xml (EX-101.LAB) — 33KB
• modd-20240213_pre.xml (EX-101.PRE) — 22KB
• ea193897-8k_modular_htm.xml (XML) — 3KB

03 Material Modification to Rights

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the increase in authorized shares contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 15, 2024, Modular Medical, Inc. (the "Company") filed an amendment to its Third Amended and Restated Articles of Incorporation (as amended, the "Amended and Restated Certificate of Incorporation") (the "Charter Amendment"), with the Secretary of State of Nevada to increase the Company's authorized shares of common stock from 50,000,000 to 100,000,000. The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders . On February 13, 2024, the Company held its annual meeting of shareholders for the fiscal year ended March 31, 2023 (the "Annual Meeting"), and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 65.8% of the voting power of the Company's outstanding shares of voting stock entitled to vote at the Annual Meeting. The Company's shareholders voted on five proposals, which are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 8, 2024. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting: (b) Voting results were as follows: Proposal 1 - Election of directors to serve until the next annual meeting of shareholders. For Withheld Broker Non-Vote Duane DeSisto 11,772,616 4,263 2,230,277 Paul DiPerna 11,584,723 192,156 2,230,277 Steven Felsher 11,772,712 4,167 2,230,277 Morgan Frank 11,748,087 28,972 2,230,277 Philip Sheibley 11,745,617 31,262 2,230,277 Carmen Volkart 11,635,504 141,375 2,230,277 Ellen O'Connor Vos 11,724,987 51,892 2,230,277 All of the foregoing candidates were elected to serve as directors until the next annual meeting of shareholders and until the election and qualification of her or his successor or earlier resignation or removal. Proposal 2 – Amendment of the Amended 2017 Equity Incentive Plan to increase the number of shares currently reserved for issuance thereunder by 3,000,000 shares. For Against Abstain Broker Non-Vote 13,528,456 120,523 358,177 - 1 The foregoing proposal was approved. Proposal 3 – Approval of 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. For Against Absta

01 Other Events

Item 8.01 Other Events. Effective January 29, 2024, the Company suspended, and is not offering any shares of its common stock pursuant to, the prospectus supplement dated November 22, 2023, relating to the Sales Agreement, dated November 22, 2023 (the "ATM Agreement"), by and between the Company and Leerink Partners LLC. The Company will not make any sales of common stock pursuant to the ATM Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 3.1 Certificate of Amendment to Amended and Restated Articles of Incorporation of Modular Medical, Inc., filed with the Secretary of State of the State of Nevada on February 15, 2024. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MODULAR MEDICAL, INC. Date: February 15, 2024 By: /s/ James Besser James Besser Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR