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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): April 8, 2024
MODULAR MEDICAL, INC.
(Exact Name of Registrant as Specified in Charter)
001-41277
(Commission File Number)
| Nevada | 87-0620495 | |
| (State
or Other Jurisdiction of Incorporation) |
(I.R.S.
Employer Identification Number) |
10740 Thornmint Road
San Diego, California 92127
(Address of principal executive offices, with zip code)
(858) 800-3500
(Registrant’s telephone number, including area code)
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) | Name of each exchange on which registered | ||
| Common Stock | 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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On April 8, 2024, the Board of Directors (the “Board”) of Modular Medical, Inc. (the “Company”) took compensation actions with respect to certain executive officers of the Company.
The Board approved an amendment to the employment agreement of Paul DiPerna, the Company’s Chairman of the Board, President, Chief Financial Officer and Treasurer, to increase his annual base salary from $300,000 to $360,000, effective retroactively as of April 1, 2024. The foregoing description of the amendment is not complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additionally, the Board approved the grant of an option to Mr. DiPerna to purchase 100,000 shares of the Company’s common stock pursuant to the Company’s Amended and Restated 2017 Equity Incentive Plan (the “Plan”). The option has an exercise price of $1.52 (equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of the grant) and has a term of 10 years. One-third of the shares will vest on April 8, 2025 and an additional 1/36 of the shares will vest each month thereafter, so long as Mr. DiPerna remains in continuous service with the Company.
The Board also approved an increase of the annual base salary of Kevin Schmid, the Company’s Chief Operating Officer, from $250,000 to $300,000, effective retroactively as of April 1, 2024. Additionally, the Board approved the grant to Mr. Schmid of a stock option to purchase 50,000 shares of the Company’s common stock pursuant to the Plan. The option granted to Mr. Schmid has the same terms as the option granted to Mr. DiPerna.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Third Amendment to Employment Agreement between the Company and Paul DiPerna | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 10, 2024 | By: | /s/ James Besser |
| James Besser | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
THIRD AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (the “Third Amendment”) is made and effective as of April 8, 2024, between Modular Medical, Inc., a Nevada corporation (the “Company”), and Paul M. DiPerna (“Executive”) (each a “Party” and collectively the “Parties”).
WHEREAS, the Parties entered into an Employment Agreement effective as of August 1, 2018 (the “Agreement”), as amended by that first amendment dated May 12, 2020, and the second amendment dated July 1, 2020, setting forth the terms and conditions of Executive’s employment as Company’s President and Chief Executive Officer (the “Employment Agreement”); and
WHEREAS, the Parties to desire to further amend the Employment Agreement as set forth in this Third Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:
| 1. | The Employment Agreement is hereby amended as follows: |
| ● | Section 1., Employment, is hereby deleted and replaced with the following: |
| o | Employment. Upon the terms and subject to the conditions contained in this Agreement, the Company hereby employs Executive as President of the Company, subject to the authority and directives of the Company’s chief executive officer and the Board of Directors (the “Board”). Executive shall diligently and conscientiously devote his substantial time and attention to the discharge of his duties as President. |
| ● | Section 3., Compensation, is hereby amended by deleting existing subsection (a) Base Compensation and inserting the following new subsection (a): |
| (a) | Base Compensation. Executive shall be paid a cash salary of $360,000 annually (the “Base Compensation”), effective retroactively as of April 1, 2024. The Base Compensation shall be payable less applicable deductions and withholding in normal installments and in accordance with the payroll practices of Company. Executive’s Base Compensation shall not be reduced without agreement of Executive. |
| 2. | All other references in the Agreement to Executive’s employment as chief executive officer will be replaced and refer to Executive’s employment as president. |
| 3. | Except as modified by this Third Amendment, the terms and conditions of the Employment Agreement remain in full force and effect. |
| 4. | This Third Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. |
| 5. | This Third Amendment has been approved by action of the Company’s Board of Directors on April 8, 2024. |
IN WITNESS WHEREOF, the parties have duly executed this Third Amendment as of the date first above written.
| EXECUTIVE | COMPANY | ||
| /s/ Paul M. DiPerna | By: | /s/ James E. Besser | |
| Paul M. DiPerna | Chief Executive Officer | ||