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Filing Details

Accession Number:: 0000919574-21-006530
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-29 18:43:57
Reporting Period:: 2020-06-30

Accepted Time:: 2021-10-29 18:43:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1074871	Modular Medical Inc.	MODD	Surgical & Medical Instruments & Apparatus (3841)	870620495

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1169253	Manchester Management Co Llc	2 Calle Candina, #1701 San Juan PR 00907	No	No	Yes	Yes
1411524	Manchester Explorer, L.p.	2 Calle Candina, #1701 San Juan PR 00907	No	No	Yes	Yes
1512127	E James Besser	2 Calle Candina, #1701 San Juan PR 00907	No	No	Yes	Yes
1593072	C. Morgan Frank	2 Calle Candina, #1701 San Juan PR 00907	Yes	No	Yes	No
1735534	Manchester Management Pr, Llc	2 Calle Candina, #1701 San Juan PR 00907	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	Acquisiton	2020-06-30	34,843	$2.87	5,051,409	No	4	P	Indirect	See footnote
Common Stock, Par Value $0.001 Per Share	Acquisiton	2020-06-30	104,529	$2.87	1,022,105	No	4	P	Indirect	See footnote
Common Stock, Par Value $0.001 Per Share	Acquisiton	2020-11-30	34,843	$2.87	304,562	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Price - 2
Common Stock, Par Value $0.001 Per Share	Convertible Promissory Note	Acquisiton	2021-02-08	1,000,000	$0.00	$0.00
Common Stock, Par Value $0.001 Per Share	Convertible Promissory Note	Disposition	2021-05-11	1,000,000	$0.00	$0.00
Common Stock, Par Value $0.001 Per Share	Convertible Promissory Note	Acquisiton	2021-05-11	1,000,000	$0.00	$0.00
Common Stock, Par Value $0.001 Per Share	Common Stock Pur-chase Warrant	Acquisiton	2021-05-11	379,174	$0.00	$2.87

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,000,000			No	4	P	Indirect
0			No	4	D	Indirect
1,000,000			No	4	A	Indirect
379,174	2022-02-06	2027-02-06	No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	180,830	Direct

Footnotes

The reported securities are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The reported securities are directly owned by James E. Besser in his personal capacity.
The reported securities are directly owned by Morgan C. Frank in his personal capacity.
On February 8, 2021, the Issuer completed an initial offering of the Convertible Promissory Note (the "Note"). The Note is convertible upon an equity financing with total proceeds to the Issuer of not less than $5,000,000. The Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the lowest cash price paid per share for equity securities by the investors in the equity financing multiplied by 0.80. The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 10-Q filed on February 12, 2021, which is incorporated by reference.
On May 11, 2021, the Note was converted into the May 2021 Convertible Promissory Note ("May Note"). The May Note is convertible upon (i) an offering of common stock or other securities ("Qualified Capital Raise") with total proceeds to the Issuer of not less than $12,000,000, or (ii) at any time following the day 271 days after the issue date. The May Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the sum of principal and accrued interest shall be multiplied by 1.25; e.g., $1,000 of principal which had accrued $60 of interest would be treated as if it were ($1,000 + $60) = $1,060 X 1.25 = $1,325 of capital invested in the Qualified Capital Raise for the purposes of determining the number of securities issued.
(6 continued) The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.
The Common Stock Purchase Warrant (the "Warrant") entitles the holder of the warrant to shares of Common Stock equal to the principal amount of the Note divided by $2.87. The Warrants are not convertible until 271 days after the issue date. The foregoing description of the Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Common Stock Purchase Warrant included as Exhibit 10.22 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.