Filing Details
- Accession Number:
- 0001019056-17-000645
- Form Type:
- 13D Filing
- Publication Date:
- 2017-08-03 11:57:27
- Filed By:
- Manchester Explorer, L.p.
- Company:
- Modular Medical Inc.
- Filing Date:
- 2017-08-03
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Manchester Management Company | 0 | 5,303,030 | 0 | 5,303,030 | 5,664,690 | 35.44% |
| Manchester Explorer | 0 | 5,303,030 | 0 | 5,303,030 | 5,664,690 | 35.44% |
| JEB Partners | 0 | 5,303,030 | 0 | 5,303,030 | 5,664,690 | 35.44% |
| James E. Besser | 180,830 | 5,483,860 | 180,830 | 5,483,860 | 5,483,860 | 34.31% |
| Morgan C. Frank | 180,830 | 5,483,860 | 180,830 | 5,483,860 | 5,483,860 | 34.31% |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)
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
3 West Hill Place
Boston, Massachusetts 02114
Telephone Number: (617) 399-1741
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 2017
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 60785L108 | 13D/A | Page 2 of 9 Pages | ||
| 1. | NAMES OF REPORTING PERSONS Manchester Management Company,
LLC | |||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| 3. | SEC
USE ONLY | |||
| 4. | SOURCE
OF FUNDS (see instructions) AF | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |||
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 0 | ||
| 8. | SHARED
VOTING POWER 5,303,030 | |||
| 9. | SOLE
DISPOSITIVE POWER 0 | |||
| 10. | SHARED
DISPOSITIVE POWER 5,303,030 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,664,690 | |||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.44% | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) OO |
* Percentage of class calculated based on 15,983,272 total outstanding shares of Common Stock as of July 24, 2017, as reported in the Issuer’s Current Report on Form 8-K for filed with the Securities and Exchange Commission (“SEC”) on July 28, 2017.
| CUSIP No. 60785L108 | 13D/A | Page 3 of 9 Pages | ||
| 1. | NAMES OF REPORTING PERSONS Manchester Explorer, LP, | |||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| 3. | SEC
USE ONLY | |||
| 4. | SOURCE
OF FUNDS (see instructions) WC | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |||
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 0 | ||
| 8. | SHARED
VOTING POWER 5,303,030 | |||
| 9. | SOLE
DISPOSITIVE POWER 0 | |||
| 10. | SHARED
DISPOSITIVE POWER 5,303,030 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,664,690 | |||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.44% | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) OO |
* Percentage of class calculated based on 15,983,272 total outstanding shares of Common Stock as of July 24, 2017, as reported in the Issuer’s Current Report on Form 8-K for filed with the Securities and Exchange Commission (“SEC”) on July 28, 2017.
| CUSIP No. 60785L108 | 13D/A | Page 4 of 9 Pages | ||
| 1. | NAMES OF REPORTING PERSONS JEB Partners, LP, | |||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| 3. | SEC
USE ONLY | |||
| 4. | SOURCE
OF FUNDS (see instructions) WC | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |||
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 0 | ||
| 8. | SHARED
VOTING POWER 5,303,030 | |||
| 9. | SOLE
DISPOSITIVE POWER 0 | |||
| 10. | SHARED
DISPOSITIVE POWER 5,303,030 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,664,690 | |||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.44% | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) OO |
* Percentage of class calculated based on 15,983,272 total outstanding shares of Common Stock as of July 24, 2017, as reported in the Issuer’s Current Report on Form 8-K for filed with the Securities and Exchange Commission (“SEC”) on July 28, 2017.
| CUSIP No. 60785L108 | 13D/A | Page 5 of 9 Pages | ||
| 1. | NAMES OF REPORTING PERSONS James E. Besser
| |||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| 3. | SEC
USE ONLY | |||
| 4. | SOURCE
OF FUNDS (see instructions) AF, OO, PF | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |||
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 180,830 | ||
| 8. | SHARED
VOTING POWER 5,483,860 | |||
| 9. | SOLE
DISPOSITIVE POWER 180,830 | |||
| 10. | SHARED
DISPOSITIVE POWER 5,483,860 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,483,860 | |||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.31% | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) IN |
* Percentage of class calculated based on 15,983,272 total outstanding shares of Common Stock as of July 24, 2017, as reported in the Issuer’s Current Report on Form 8-K for filed with the Securities and Exchange Commission (“SEC”) on July 28, 2017.
| CUSIP No. 60785L108 | 13D/A | Page 6 of 9 Pages | ||
| 1. | NAMES OF REPORTING PERSONS Morgan C. Frank
| |||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | |||
| 3. | SEC
USE ONLY | |||
| 4. | SOURCE
OF FUNDS (see instructions) AF, OO | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o | |||
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE
VOTING POWER 180,830 | ||
| 8. | SHARED
VOTING POWER 5,483,860 | |||
| 9. | SOLE
DISPOSITIVE POWER 180,830 | |||
| 10. | SHARED
DISPOSITIVE POWER 5,483,860 |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,483,860 | |||
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o | |||
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.31% | |||
| 14. | TYPE
OF REPORTING PERSON (see instructions) IN |
* Percentage of class calculated based on 15,983,272 total outstanding shares of Common Stock as of July 24, 2017, as reported in the Issuer’s Current Report on Form 8-K for filed with the Securities and Exchange Commission (“SEC”) on July 28, 2017.
| CUSIP No. 60785L108 | 13D/A | Page 7 of 9 Pages | ||
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Modular Medical, Inc., a Nevada corporation (the “Issuer”), whose principal executive offices are located at 17995 Bear Valley Lane Escondido, CA 92027.
Item 2. Identity and Background.
| (a) | The persons filing this statement are Manchester Management Company, LLC, a Delaware limited liability company (“Manchester Management”), Manchester Explorer, L.P., a Delaware limited partnership (“Manchester Explorer”), JEP Partners, LP, a Delaware limited partnership (“JEBP”) James E. Besser, a citizen of the United States of America (“Mr. Besser”), and Morgan C. Frank, a citizen of the United States of America (“Mr. Frank” and, together with Manchester Management, Manchester Explorer, JEBP and Mr. Besser, the “Reporting Persons”). |
| (b) | The address of the Reporting Persons is 3 West Hill Place, Boston, Massachusetts 02114. |
| (c) | Manchester Management is principally engaged in the business of providing investment management services to its advisory clients, including Manchester Explorer and JEBP. Manchester Management is also the general partner of Manchester Explorer and JEBP, which is are investment funds principally engaged in the business of investing in securities. Mr. Besser serves as a Managing Member of Manchester Management. Mr. Frank serves as a portfolio manager and as consultant for Manchester Management. |
| (d) | – (e) During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no other person identified in response to this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any 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. |
| (f) | Manchester Management, JEBP and Manchester Explorer are Delaware entities. Messrs. Besser and Frank are citizens of the United States of America. |
Item 3. Source or Amount of Funds or Other Consideration.
The aggregate 5,664,690 shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons consists of (i) 4,545,455 owned directly by Manchester Explorer, (ii) 757,576 shares owned directly by JEBP, (iii) 180,830 shares owned directly by Mr. Frank and (iv) 180,830 shares owned directly by Mr. Besser.
The funds for the purchase of the shares of Common Stock owned by Manchester Explorer and JEBP came from each of their respective working capital, except that $375,000 of the purchase price for Manchester Explorer came from a credit for cancelling 2,900,000 shares owned by Manchester Explorer acquired in April 2017. No borrowed funds were used to purchase the shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
On July 24, 2017, the Company entered into a Reorganization and Share Exchange Agreement with Messrs. Frank and Besser, Quasuras Inc. (“Quasuras”) and Paul DiPerna (the “Acquisition Agreement”), pursuant to which, among other items, the Company acquired all of the issued and outstanding shares of Quasuras and Messrs. Frank and Besser exchanged their shares of Quasuras for shares of the Company’s in exchange for, in the aggregate, 361,660 shares (180,830 each) of the Company’s Common Stock (the “Acquisition”). Simultaneously with the Acquisition, each of Manchester Explorer and JEBP purchased, pursuant to a Common Stock Purchase Agreement dated as of July 24, 2017 (the “SPA”), 4,545,455 shares and 757,576 shares of the Company’s Common Stock, respectively (the “Private Placement”).
Item 4. Purpose of Transaction.
The purpose of the transaction was to acquire shares of Common Stock for investment purposes. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
| CUSIP No. 60785L108 | 13D/A | Page 8 of 9 Pages |
Item 5. Interest in Securities of the Issuer.
(a) - (e)
As of the date hereof, Manchester Management may be deemed to be the beneficial owner of 5,664,690 shares of Common Stock, constituting 33.44% of the issued and outstanding shares, based upon 15,983,272 shares of Common Stock outstanding as of the date hereof. Manchester Management has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,303,030 shares of Common Stock. Manchester Management has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 5,303,030 shares of Common Stock.
As of the date hereof, Manchester Explorer may be deemed to be the beneficial owner of 5,664,690 shares of Common Stock, constituting 33.44% of the issued and outstanding shares, based upon 15,983,272 shares of Common Stock outstanding as of the date hereof. Manchester Explorer has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,303,030 shares of Common Stock. Manchester Explorer has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 5,303,030 shares of Common Stock. Manchester Explorer directly owns 4,545,455 of Common Stock.
As of the date hereof, JEBP may be deemed to be the beneficial owner of 5,664,690 shares of Common Stock, constituting 33.44% of the issued and outstanding shares, based upon 15,983,272 shares of Common Stock outstanding as of the date hereof. JEBP has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,303,030 shares of Common Stock. JEBP has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 5,303,030 shares of Common Stock. JEBP directly owns 757,576 shares of Common Stock.
As of the date hereof, Mr. Besser may be deemed to be the beneficial owner of 5,483,860 shares of Common Stock, constituting 34.31% of the issued and outstanding shares, based upon 15,983,272 shares of Common Stock outstanding as of the date hereof. Mr. Besser has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,483,860 shares of Common Stock. Mr. Besser has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 5,483,860 shares of Common Stock. Mr. Besser directly owns 180,830 shares of Common Stock.
As of the date hereof, Mr. Frank may be deemed to be the beneficial owner of 5,483,860 shares of Common Stock, constituting 34.31% of the issued and outstanding shares, based upon 15,983,272 shares of Common Stock outstanding as of the date hereof. Mr. Frank has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,483,860 shares of Common Stock. Mr. Frank has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 5,483,860 shares of Common Stock. Mr. Frank directly owns 180,830 shares of Common Stock.
Each of the Reporting Persons disclaims beneficial ownership of the reported securities except (i) for the shares of Common Stock directly owned by such person and (ii) to the extent of their pecuniary interest therein
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. Except for the SPA and the Acquisition Agreement described in Item 4 above, the Reporting Persons not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit A: Joint filing Agreement.
| CUSIP No. 60785L108 | 13D/A | Page 9 of 9 Pages | ||
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.
Dated: August 3, 2017
| Manchester Management Company, LLC | ||
| By: /s/ James E. Besser | ||
Name: James E. Besser Title: Managing Member | ||
| Manchester Explorer, L.P. | ||
| By: /s/ James E. Besser | ||
Name: James E. Besser Title: Managing Member of the General Partner | ||
| JEB Partners, L.P. | ||
| By: /s/ James E. Besser | ||
Name: James E. Besser Title: Managing Member of the General Partner | ||
| James E. Besser | ||
| /s/ James E. Besser | ||
| Morgan C. Frank | ||
| /s/ Morgan C. Frank | ||