UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 10-Q

(Mark One)

☒

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐

~~For the quarterly period ended:~~

~~December 31, 2022~~

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number: 000-49671

MODULAR MEDICAL, INC.

(Exact Name of Registrant as Specified in its Charter)

~~For the transition period from~~Nevada

~~Commission file number:~~

~~001-41277~~

~~MODULAR MEDICAL, INC.~~87-0620495

~~(Exact name of registrant as specified in its charter)~~

~~Nevada~~

~~87-0620495~~

(State or ~~other jurisdiction~~Other Jurisdiction of
~~incorporation~~Incorporation or ~~organization)~~Organization)

(I.R.S. Employer
Identification No.)

~~16772 W. Bernardo Drive~~, 10740 Thornmint Road, San Diego,, ~~California~~

CA 92127

(Address of ~~principal executive offices)~~

~~(Zip~~Principal Executive Offices) (Zip Code)

(858) 800-3500

~~(858)800-3500~~

(Registrant’s telephone number, including area code)

~~(Former name, former address and former fiscal year, if changed since last report)~~

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 ~~par value $0.001~~Par Value $.001 per ~~share~~Share		MODD		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yeso ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☐ Yeso ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o☐	Accelerated filer o☐
Non-accelerated Filerx ☒	Smaller reporting company x☒
	Emerging growth company x☐

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. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes x☒ No

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was ~~10,932,098~~21,095,198 as of ~~February 8,~~August 10, 2023.

MODULAR MEDICAL, INC.

FORM 10-Q
~~December 31, 2022~~

JUNE 30, 2023

TABLE OF CONTENTS

PART I —	FINANCIAL INFORMATION	31

Item 1.	Financial Statements (Unaudited):	31

	Condensed Consolidated Balance Sheets as of ~~December 31, 2022~~June 30, 2023 and March 31, ~~2022~~2023	31

	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~December 31,~~June 30, 2023 and June 30, 2022 ~~and 2021~~	4

	~~Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended December 31, 2022 and 2021~~	52

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended June 30, 2023 and 2022	3

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~December 31,~~June 30, 2023 and 2022 ~~and 2021~~	64

	Notes to Condensed Consolidated Financial Statements	75

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1613

Item 4.	Controls and Procedures	1916

PART II —	OTHER INFORMATION	2017

Item 1.	Legal Proceedings	2017

Item 1A.	Risk Factors	2017

Item 2.	Unregistered Sales of Equity Securities ~~and Use of Proceeds~~	2017

Item 3.	Defaults Upon Senior Securities	2017

Item 4.	Mine Safety Disclosures	2017

Item 5.	Other Information	20 17

Item 6.	Exhibits	2118

	Signatures	2219

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Modular Medical, Inc.
Condensed Consolidated Balance Sheets

(In thousands, except par value)

December 31,
2022
(Unaudited) March 31,
2022
ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 7,690,957 $ 9,076,372
Prepaid expenses and other 180,164 313,422
Security deposit 100,000 —
TOTAL CURRENT ASSETS 7,971,121 9,389,794

Property and equipment, net 716,409 235,959
Right of use asset, net 51,312 120,693
Security deposit — 100,000
TOTAL NON-CURRENT ASSETS 767,721 456,652

TOTAL ASSETS $ 8,738,842 $ 9,846,446

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable $ 382,080 $ 299,951
Accrued expenses 255,545 524,891
Short-term lease liability 77,672 144,857
TOTAL CURRENT LIABILITIES 715,297 969,699

Long-term lease liability — 39,957
TOTAL LIABILITIES 715,297 1,009,656

Commitments and Contingencies (Note 8)

STOCKHOLDERS’ EQUITY
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding — —
Common Stock, $0.001 par value, 50,000,000 shares authorized; 10,932,098 and 10,461,898 shares issued and outstanding as of December 31, 2022 and March 31, 2022, respectively 10,932 10,462
Additional paid-in capital 52,900,066 43,406,099
Accumulated deficit (44,887,453 ) (34,579,771 )
TOTAL STOCKHOLDERS’ EQUITY 8,023,545 8,836,790
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 8,738,842 $ 9,846,446

	June 30, 2023 (Unaudited)			March 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,952		$	3,799
Prepaid expenses and other		183			147
Security deposit		100			100
TOTAL CURRENT ASSETS		10,235			4,046

Property and equipment, net		2,036			1,721
Right of use asset, net		1,395			1,478
TOTAL NON-CURRENT ASSETS		3,431			3,199

TOTAL ASSETS	$	13,666		$	7,245

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	473		$	285
Accrued expenses		198			339
Short-term lease liabilities		339			355
TOTAL CURRENT LIABILITIES		1,010			979

LONG-TERM LIABILITIES
Long-term lease liabilities		1,100			1,190
TOTAL LIABILITIES		2,110			2,169

Commitments and Contingencies (Note 7)

STOCKHOLDERS’ EQUITY
Preferred Stock, $0.001 par value, 5,000 shares authorized, none issued and outstanding		—			—
Common Stock, $0.001 par value, 50,000 shares authorized; 21,095 and 10,949 shares issued and outstanding as of June 30, 2023 and March 31, 2023, respectively		21			11
Additional paid-in capital		63,731			53,524
Accumulated deficit		(52,196	)		(48,459	)
TOTAL STOCKHOLDERS’ EQUITY		11,556			5,076
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	13,666		$	7,245

The accompanying notes are an integral part of these condensed consolidated financial statements.

Modular Medical, Inc.

Condensed Consolidated Statements of Operations
(Unaudited)

(In thousands, except per share data)

Three Months Ended
December 31, Nine Months Ended
December 31,
2022 2021 2022 2021
Operating expenses
Research and development $ 2,196,546 $ 1,849,399 $ 6,804,069 $ 5,742,911
General and administrative 1,161,351 1,981,665 3,502,029 5,156,152
Total operating expenses 3,357,897 3,831,064 10,306,098 10,899,063
Loss from operations (3,357,897 ) (3,831,064 ) (10,306,098 ) (10,899,063 )

Other income (expense) (587 )
4

16

368,876

Interest expense — (1,010,247 ) — (2,204,917 )
Loss on debt extinguishment — — — (1,321,450 )
Loss before income taxes (3,358,484 ) (4,841,307 ) (10,306,082 ) (14,056,554 )

Provision for income taxes — — 1,600 1,600

Net loss $ (3,358,484 ) $ (4,841,307 ) $ (10,307,682 ) $ (14,058,154 )

Net loss per share
Basic and diluted $ (0.31 ) $ (0.76 ) $ (0.95 ) $ (2.22 )

Shares used in computing net loss per share
Basic and diluted 10,925,862 6,354,145 10,863,082 6,331,982
Three Months Ended
June 30,
2023 2022
Operating expenses
Research and development 2,604 2,222
General and administrative 1,147 1,277
Total operating expenses 3,751 3,499
Loss from operations (3,751 ) (3,499 )

Other income 14 —

Net loss $ (3,737 ) $ (3,499 )

Net loss per share
Basic and diluted $ (0.22 ) $ (0.30 )

Shares used in computing net loss per share
Basic and diluted 17,099 11,588
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Modular Medical, Inc.

Condensed Consolidated Statements of Stockholders’ Equity ~~(Deficit)~~
(Unaudited)
(In thousands)

Common Stock Additional
Paid-In Common
Stock Accumulated Stockholders’
Shares Amount Capital Issuable Deficit Equity
Balance as of March 31, 2022 10,461,898 $ 10,462 $ 43,406,099 $ — $ (34,579,771 ) $ 8,836,790
Shares issued for services 348 — 1,576 — — 1,576
Issuance of common stock and warrants in equity offering, net 449,438 449 7,371,898 — — 7,372,347
Issuance of common stock under equity incentive plan 2,664 3 13,747 — — 13,750
Stock-based compensation — — 724,819 — — 724,819
Net loss — — — — (3,498,791 ) (3,498,791 )
Balance as of June 30, 2022 10,914,348 $ 10,914 $ 51,518,139 $ — $ (38,078,562 ) $ 13,450,491
Issuance of common stock under equity incentive plan 11,375 12 50,368 — — 50,380
Stock-based compensation — — 692,060 — — 692,060
Net loss — — — — (3,450,407 ) (3,450,407 )
Balance as of September 30, 2022 10,925,723 $ 10,926 $ 52,260,567 $ — $ (41,528,969 ) $ 10,742,524
Issuance of common stock under equity incentive plan 6,375 6 12,737 — — 12,743
Stock-based compensation — — 626,762 — — 626,762
Net loss — — — — (3,358,484 ) (3,358,484 )
Balance as of December 31, 2022 10,932,098 $ 10,932 $ 52,900,066 $ — $ (44,887,453 ) $ 8,023,545

Common Stock Additional
Paid-In Common
Stock Accumulated Stockholders’
Shares Amount Capital Issuable Deficit Deficit
Balance as of March 31, 2021 6,302,050 $ 6,302 $ 14,665,559 $ — $ (15,947,010 ) $ (1,275,149 )
Shares issued for services 20,000 20 172,180 — — 172,200
Warrants issued with convertible notes — — 3,700,632 — — 3,700,632
Issuance of common stock under equity incentive plan 1,836 2 32,495 — — 32,497
Stock-based compensation — — 623,423 — — 623,423
Net loss — — — — (4,835,091 ) (4,835,091 )
Balance as of June 30, 2021 6,323,886 $ 6,324 $ 19,194,289 $ — $ (20,782,101 ) $ (1,581,488 )
Stock-based compensation 3,635 4 862,427 — — 862,431
Net loss — — — — (4,381,757 ) (4,381,757 )
Balance as of September 30, 2021 6,327,521 $ 6,328 $ 20,056,716 $ — $ (25,163,858 ) $ (5,100,814 )
Private placement of common stock 30,865 31 249,969 — — 250,000
Shares issued for services 8,334 8 73,748 — — 73,756
Shares issuable for services — — — 149,994 — 149,994
Shares issued for reverse stock split 1,211 1 — — — 1
Stock-based compensation 5,775 6 1,221,729 — — 1,221,735
Net loss — — — — (4,841,307 ) (4,841,307 )
Balance as of December 31, 2021 6,373,706 $ 6,374 $ 21,602,162 $ 149,994 $ (30,005,165 ) $ (8,246,635 )

Additional
Common Stock Paid-In Accumulated Stockholders’
Shares Amount Capital Deficit Equity
Balance as of March 31, 2023 10,949 $ 11 $ 53,524 $ (48,459 ) $ 5,076
Issuance of common stock and warrants in equity offering, net 10,139 10 9,723 — 9,733
Issuance of common stock under equity incentive plan 7 — 6 — 6
Stock-based compensation — — 478 — 478
Net loss — — — (3,737 ) (3,737 )
Balance as of June 30, 2023 21,095 $ 21 $ 63,731 $ (52,196 ) $ 11,556
Additional
Common Stock Paid-In Accumulated Stockholders’
Shares Amount Capital Deficit Equity
Balance as of March 31, 2022 10,462 $ 11 $ 43,406 $ (34,580 ) $ 8,837
Shares issued for services — — 1 — 1
Issuance of common stock and warrants in equity offering, net 449 — 7,372 — 7,372
Issuance of common stock under equity incentive plan 3 — 14 — 14
Stock-based compensation — — 725 — 725
Net loss — — — (3,499 ) (3,499 )
Balance as of June 30, 2022 10,914 $ 11 $ 51,518 $ (38,079 ) $ 13,450
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Modular Medical, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Nine Months Ended
December 31,
2022 2021
Cash Flows from operating activities
Net loss $ (10,307,682 ) $ (14,058,154 )
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on PPP note forgiveness — (368,780 )
Loss on debt extinguishment — 1,321,450
Stock-based compensation expense 2,120,513 2,740,086
Depreciation and amortization 92,616 80,268
Shares issued for services 150,412 388,021
Shares issuable for services — 149,994
Amortization of lease right-of-use asset 69,381 58,404
Change in lease liability (107,142 ) (92,826 )
Amortization of debt discount — 1,454,762
Changes in assets and liabilities:
Other assets and prepaid expenses (15,577 ) (25,995 )
Accounts payable and accrued expenses (187,217 ) 1,223,983
Net cash used in operating activities (8,184,696 ) (7,128,787 )

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (573,066 ) (22,779 )
Net cash used in investing activities (573,066 ) (22,779 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock and warrants, net 7,372,347 —
Proceed from private placement, net of issuance costs — 250,000
Proceeds from issuance of convertible notes, net — 4,137,199
Proceeds from issuance of promissory note — 1,500,000
Net cash provided by financing activities 7,372,347 5,887,199

Net decrease in cash and cash equivalents (1,385,415 ) (1,264,367 )

Cash and cash equivalents at beginning of period 9,076,372 1,468,465

Cash and cash equivalents at end of period $ 7,690,957 $ 204,098

Supplemental disclosure:
Noncash investing and financing activities:
Fair value of detachable warrants issued with convertible notes $ — $ 3,700,632

	Three Months Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,737	)	$	(3,499	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		484			739
Depreciation and amortization		58			29
Shares for services		5			51
Changes in assets and liabilities:
Other assets and prepaid expenses		(40	)		2
Lease right-of-use asset		83			22
Accounts payable and accrued expenses		46			16
Lease liabilities		(106	)		(35	)
Net cash used in operating activities		(3,207	)		(2,675	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(373	)		(76	)
Net cash used in investing activities		(373	)		(76	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock and warrants, net.		9,733			7,372
Net cash provided by financing activities		9,733			7,372

Net increase in cash and cash equivalents		6,153			4,621

Cash and cash equivalents at beginning of period		3,799			9,076

Cash and cash equivalents at end of period	$	9,952		$	13,697

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MODULAR MEDICAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Modular Medical, Inc. (the Company) was incorporated in Nevada in October 1998 under the name Bear Lake Recreation, Inc. The Company had no material business operations from 2002 until approximately 2017 when it acquired all of the issued and outstanding shares of Quasuras, Inc., a Delaware corporation (Quasuras). As the major shareholder of Quasuras retained control of both the Company and Quasuras, the share exchange was accounted for as a reverse merger. As such, the Company recognized the assets and liabilities of Quasuras, acquired in the merger, at their historical carrying amounts. Prior to the acquisition of Quasuras and, since at least 2002, the Company was a shell company, as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In June 2017, the Company changed its name from Bear Lake Recreation, Inc. to Modular Medical, Inc.

The Company is a ~~development-stage~~development stage medical device company focused on the design, development and eventual commercialization of an innovative insulin pump using modernized technology to ~~address shortcomings and problems represented by the relatively limited~~increase pump adoption of currently available pumps for insulin-dependent people with diabetes. The Company has developed a hardware technology allowing people with insulin-dependent diabetes to receive their daily insulin in two ways, through a continuous “basal” delivery allowing a small amount of insulin to be in the ~~blood at all times and~~diabetes marketplace. Through the creation of a “bolus” delivery to address meal time glucose input and to address when the blood glucose level becomes excessively high. By addressing the time and effort required to effectively treat their condition,novel two-part patch pump, our MODD1 product candidate, or MODD1, the Company ~~believes it can address~~seeks to fundamentally alter the ~~less technically savvy, less~~trade-offs between cost and complexity and access to the higher standards of care that presently available insulin pumps provide. By simplifying and streamlining the user experience from introduction, prescription, reimbursement, training and day-to-day use, we seek to expand the wearable insulin delivery device market beyond the highly motivated ~~part~~“super users” and expand the category into the mass market. The product candidate seeks to serve both the type 1 and the rapidly growing, especially in terms of ~~the market.~~device adoption, type 2 diabetes markets.

In February 2022, the Company completed a public offering of its equity securities, and its common stock was approved to list on the Nasdaq Capital Market under the symbol “MODD” and began trading there on February 10, 2022.

~~Liquidity~~

Liquidity and Going Concern

~~Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) No. 2014-15 (ASU 2014-15),~~ ~~Going Concern~~, requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. If management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management must consider if there are plans that are probable to be implemented, and whether it is probable that the plans will mitigate the conditions or events raising the substantial doubt about the entity’s ability to continue as a going concern. If the substantial doubt is not alleviated after consideration of management’s plans, the entity must include a statement in the notes to the financial statements indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued including: 1) the principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, 2) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, and 3) management’s plans to attempt to mitigate the conditions or events causing the substantial doubt about the entity’s ability to continue as a going concern.

The Company expects to continue to incur operating losses for the foreseeable future and incur cash outflows from operations as it continues to invest in the development and subsequent commercialization of its product. The Company expects that its research and development and general and administrative expenses will continue to increase, and, as a result, it will eventually need to generate significant revenue to achieve profitability. The Company’s expected operating losses and cash burn raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. These consolidated financial statements do not include any adjustments that might result from this uncertainty. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to raise additional capital, through the sale of additional equity or debt securities, to support its future operations. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. As discussed in Note 4, in May 2023, the Company completed an offering of its common stock and warrants.

The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its product, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product offering. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash. ~~These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.~~

Basis of Presentation

The Company’s fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in these notes to the condensed consolidated financial statements refers to the fiscal year ended March 31 of the calendar year indicated (for example, fiscal ~~2023~~2024 refers to the fiscal year ending March 31, ~~2023)~~2024). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Quasuras. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and with the rules and regulations of the United States Security and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated balance sheet as of March 31, ~~2022~~2023 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with these rules and regulations of the SEC. The information in this report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with the SEC.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three months ended ~~December 31, 2022~~June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending March 31, ~~2023~~2024 or for any other future period.

~~Reverse Stock Split~~

On November 24, 2021, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Nevada to effect a 1-for-3 reverse stock split of the Company’s shares of common stock. Such amendment and ratio were previously approved by a majority of the Company’s stockholders and the board of directors. As a result of the reverse stock split, which was effective November 29, 2021, every three shares of the Company’s pre-reverse split outstanding common stock were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stock holders were not affected by the reverse stock split. Any fractional shares of common stock resulting from the reverse split were rounded up to the nearest whole share. All stock options outstanding and common stock reserved for issuance under the Company’s equity incentive plans and warrants outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by three and, as applicable, multiplying the exercise price by three, as a result of the reverse stock split. All share numbers, share prices, exercise prices and per share amounts have been adjusted, on a retroactive basis to reflect this 1-for-3 reverse stock split.

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Estimates may include those pertaining to accruals, stock-based compensation and income taxes. Actual results could differ from those estimates.

Reportable Segment

The Company operates in one business segment and uses one measurement of profitability for its business.

Research and Development

The Company expenses research and development expenditures as incurred.

General and Administrative

General and administrative expenses consist primarily of payroll and benefit costs, rent, stock-based compensation, legal and accounting fees, and office and other administrative expenses.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash at ~~high-quality~~a high-credit quality financial ~~institutions~~institution within the United States, which ~~are~~is insured by the Federal Deposit Insurance Corporation (FDIC) up to limits of approximately $250,000. No reserve has been made in the financial statements for any possible loss due to financial institution failure.

Risks and Uncertainties

The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.

Recent Economic Disruptions

The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This ~~has~~ negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in- place” and created significant disruption of the financial markets. ~~The full extent of~~While the U.S. national emergency expired in May 2023 and substantially all closures and “shelter-in-place” orders have ended, there can be no assurance that the COVID-19 pandemic will not impact on the Company’s operational and financial performance ~~will depend on~~in the future, ~~developments, including~~as the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread ~~all of which~~ are uncertain, out of ~~the Company’s~~our control, and cannot be predicted.

The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets. The Russian invasion of Ukraine in February 2022 has led to further economic disruptions. Mounting inflationary cost pressures and recessionary fears have negatively impacted the global economy. Since mid-2022, the U.S. Federal Reserve has addressed elevated inflation by increasing interest rates, as inflation remains elevated. While the Company was recently able to access the capital markets, in the future, the Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to its existing stockholders and to its business.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Property and Equipment

Property and equipment are recorded at historical cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years. Depreciation is recorded in operating expenses in the consolidated statements of operations. Leasehold improvements and assets acquired through capital leases are amortized over the shorter of their estimated useful life or the lease term, and amortization is recorded in operating expenses in the consolidated statements of operations. Construction-in-process includes machinery and equipment and is stated at cost and not depreciated. Depreciation on construction-in-process commences when the assets are ready for their intended ~~use.~~use and placed into service.

~~Fixed assets comprised:~~

~~Schedule of Fixed Assets~~

December 31, March 31,
2022 2022
Machinery and equipment $ 487,855 $ 346,358
Construction-in-process 427,670 —
Leasehold improvements 139,197 139,197
Total property and equipment 1,054,722 485,555
Less: accumulated depreciation and amortization (338,313 ) (249,596 )
Total property and equipment, net $ 716,409 $ 235,959

Fair Value of Financial Instruments

The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

·●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

·●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

·●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Due to their short-term nature, the carrying values of cash equivalents, accounts payable and accrued expenses, approximate fair value.

~~Right-of-Use Asset~~Leases

The Company’s right-of-use assets consist of leased assets recognized in accordance with FASB ~~Accounting Standards Codification (ASC)~~ASC No. 842, Leases, which requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the ~~condensed~~ consolidated balance sheets and are expensed on a straight-line basis over the lease term in the ~~condensed~~ consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with the lessor. In cases where the lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

Stock-Based Compensation

The Company recognizes stock-based compensation for ~~stock options~~equity awards granted to employees and non-employees on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value. The Company estimates the value of stock options on the date of grant using the Black-Scholes pricing model. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the option price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and projected stock option exercise behaviors.

Per-Share Amounts

Basic net loss per share is computed by dividing ~~the net~~ loss for the period by the weighted-average number of shares of common stock outstanding (WASO) during the period. In addition, the Company includes the number of shares of common stock issuable under pre-funded warrants as outstanding. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options and exercise of warrants.

Prior to April 1, 2023, the Company excluded pre-funded warrants from the computation of WASO. The pre-funded warrants are now included in the computation of WASO. Prior period amounts have been conformed to the current-period presentation. The impact of the change reduced the previously reported loss per share by $0.03 and increased WASO by approximately 844,000 shares for the three months ended June 30, 2022. The reclassification had no impact on the Company's net loss or cash flows for the three months ended June 30, 2022.

For the ~~nine~~three months ended ~~December 31,~~June 30, 2023 and 2022, ~~and 2021,~~ the following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be ~~anti-dilutive.~~anti-dilutive (in thousands).

	Three Months Ended June 30,
	2023		2022
Options to purchase common stock		2,824		1,820
Common stock purchase warrants		11,997		6,217
Total		14,821		8,037

~~Schedule of Anti-Dilutive Shares~~

Nine Months Ended
December 31,
2022 2021
Options to purchase common stock 2,174,198 1,967,188
Common stock warrants 7,565,588 767,796
Total 9,739,786 2,734,984

Reclassifications

~~Reclassifications~~

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.

Comprehensive Loss

Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the three ~~and nine~~ months ended ~~December 31,~~June 30, 2023 and 2022, ~~and 2021,~~ the Company’s comprehensive loss was the same as its net loss.

Recently Issued Accounting Pronouncement

In June 2016, the FASB issued ~~ASU~~Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses. This ASU added a new impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes an allowance for its estimate of expected credit losses and applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. The Company adopted ASU No. 2016-13 effective April 1, 2023, and the adoption ~~of this ASU is not expected to have a material~~had no impact on the Company’s results of operations and financial position.

NOTE 2 – ~~LEASES~~CONSOLIDATED BALANCE SHEET DETAIL

	June 30, 2023			March 31, 2023
	(in thousands)
Property and equipment, net
Machinery and equipment	$	1,171		$	820
Computer equipment and software		66			66
Construction-in-process		1,018			1,003
Leasehold improvements		33			25
Office equipment		63			63
		2,351			1,977
Less: accumulated depreciation and amortization		(315	)		(256	)
Total property and equipment, net	$	2,036		$	1,721

	June 30, 2023		March 31, 2023
	(in thousands)
Accrued expenses
Accrued wages and employee benefits	$	198	$	267
Other		—		72
	$	198	$	339

NOTE 3 – LEASES

~~The Company accounts for the lease of its corporate facility in~~

W. Bernardo Drive, San Diego, ~~California in accordance with ASC No. 842.~~ CA

The ~~39- month~~39-month lease term expired on June 30, 2023, and, upon expiration, the Company had a $100,000 security deposit receivable from the landlord.

Thornmint Road, San Diego, CA

The 48-month lease term commenced ~~April~~February 1, ~~2020,~~2023, and the lease provides for an initial base monthly rent of ~~approximately $12,400~~$36,000 with annual rent increases of approximately 3%4%. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and other certain ~~other~~ operating costs. ~~The right-to-use asset and corresponding liability for the facility lease have been measured at the present value of the future minimum lease payments.~~ A discount rate of ~~11%~~8%, which approximated the Company’s incremental borrowing rate, was used to measure the lease asset and liability. ~~Lease expense is recognized on a straight-line basis over the lease term.~~

The Company obtained a right-of-use asset of ~~$270,950~~approximately $1,560,000 in exchange for its obligations under the operating lease. The landlord also provided a lease incentive of approximately $139,000, which was paid to the Company in June 2020, for the Company to make improvements to the leased space. In addition, the Company paid a $100,000 security deposit.

Future minimum payments under the facility operating lease, as of ~~December 31, 2022,~~June 30, 2023, are listed in the table ~~below.~~below (in thousands).

Annual Fiscal Years	Operating Lease
2024	$	327
2025		452
2026		470
2027		405
Total future lease payments	$	1,654
Less: Imputed interest		(215	)
Present value of lease liability	$	1,439

~~Schedule of Future minimum Lease Payment~~

Annual Fiscal Years Operating
Lease
2023 39,507
2024 40,692
Less:
Imputed interest (2,527 )
Present value of lease liabilities $ 77,672

Cash paid for amounts included in the measurement of lease liabilities was $~~118,521~~approximately $149,000 and $40,000 for the ~~nine~~three months ended ~~December 31, 2022.~~June 30, 2023 and 2022, respectively. Rent expense was $~~80,698~~approximately $112,000 and $27,000 for ~~each of~~ the ~~nine-month periods~~three months ended ~~December 31,~~June 30, 2023 and 2022, ~~and 2021 and $26,930~~ ~~for each of the three-month periods ended December 31, 2022 and 2021.~~respectively.

NOTE 4– STOCKHOLDERS’ EQUITY

~~NOTE 3 –~~ ~~PPP NOTE~~May 2023 Public Offering

On ~~April 24, 2020, the Company received a $368,780~~ unsecured loan (the PPP Note) under the Paycheck Protection Program (the PPP), which was established under the U.S. government’s Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The PPP Note to the Company was made through Silicon Valley Bank (the Lender), andMay 15, 2023, the Company entered into ~~a U.S. Small Business Administration Paycheck Protection Program Note~~an underwriting agreement (the Underwriting Agreement) with Newbridge Securities Corporation (the Underwriter), with respect to the ~~Lender evidencing~~issuance and sale in a firm commitment underwritten offering (the 2023 Offering) by the ~~PPP Note.~~Company of units of its securities for aggregate gross proceeds of approximately $9,390,000, before deducting underwriting discounts and commissions and other offering expenses. The ~~full amount~~Company sold 8,816,900 shares of its common stock and warrants to purchase 4,408,450 shares of its common stock. The securities were sold as a unit, with each unit consisting of two shares of common stock of the ~~PPP Note was due in April 2022~~Company and ~~interest accrued~~one warrant (the 2023 Warrant) to purchase one share of common stock, at a public offering price of $2.13 per unit. The 2023 Warrants were immediately separable and exercisable, had a per share exercise price of $1.22 and expire five years from the date of issuance. The 2023 Offering closed on May 18, 2023.

Pursuant to the ~~outstanding principal balance~~Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 1,322,534 shares of common stock and an additional 661,267 of the ~~PPP Note at a fixed rate of 1.0% per annum, which was deferred~~2023 Warrants to cover over-allotments, if any. On May 25, 2023, the Underwriter exercised in full this option and purchased the additional securities for ~~10 months after the covered period during which~~aggregate gross proceeds to the Company ~~used~~of approximately $1,408,000, before deducting underwriting discounts and commissions and other offering expenses.

The Underwriter was paid a cash fee of 7.0% of the ~~proceeds.~~aggregate gross proceeds of the 2023 Offering (including the over-allotment option) and reimbursed certain out-of-pocket expenses of approximately $125,000. In addition, pursuant to the Underwriting Agreement, the Company issued to the Underwriter common stock purchase warrants (the UW Warrants) for 617,183 and 92,577 shares dated May 15, 2023 and May, 25, 2023, respectively. The UW warrants are exercisable six months from the respective issuance date and have a four-year term and a per share exercise price of $1.32.

~~In May 2021,~~The Underwriting Agreement contains customary representations, warranties and agreements by the ~~Lender~~Company, customary conditions to closing, indemnification obligations of the Company and the ~~U.S. Small Business Administration notified the Company that the outstanding principal and accrued interest~~Underwriter, including for ~~the PPP Note was forgiven in full. The Company accounted for the forgiveness of the PPP Note in accordance with ASC Topic 470:~~ ~~Debt~~ ~~(ASC 470), and the amount forgiven was recorded as a gain on extinguishment and recognized in the other income line of the consolidated statement of operations.~~

~~NOTE 4 –~~ ~~CONVERTIBLE PROMISSORY NOTES~~

~~From February through April 2021, the Company sold $2,310,000~~ of convertible promissory notes (each an Original Note and, collectively, the Original Notes), at par in a private placement transaction effected pursuant to an exemption from the registration requirementsliabilities under the Securities Act of 1933, as ~~amended. Effective April 30, 2021,~~amended, other obligations of the parties and termination provisions. In addition, pursuant to ~~a revocation~~the terms of the Underwriting Agreement and ~~replacement agreement between each holder of an Original Note and~~related “lock-up” agreements, the Company, ~~the $2,310,000~~each director and executive officer of Original Notes and accrued interest thereon as of April 30, 2021 were replaced with $2,360,550 aggregate principal amount of Notes and 2021 Warrants (as defined below). The Company accounted for the replacement of the Original Notes in accordance with ASC 470 and recorded a loss on extinguishment of $~~1,321,450~~ ~~and interest expense of $70,647~~ ~~for unamortized debt issuance costs as of April 30, 2021.~~

~~In April and May 2021, pursuant to a securities purchase agreement by and between~~ the Company, and ~~each investor (the SPA),~~certain stockholders have agreed with the ~~Company sold~~Underwriter not to ~~investors $4,250,000~~ ~~aggregate principal amount~~offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of ~~convertible promissory notes (the Notes) and warrants to purchase shares~~any of its common stock (the 2021 Warrants). The Notes were unsecured obligations of the Company with each Note having a stated maturity date of 12 months from its issue date and accrued interest at a rate of 12% per annum, payable on maturity. If the Company completed an offering of itsour common stock or ~~other~~ securities ~~in excess of $12,000,000 of gross proceeds (a Qualified Capital Raise, as defined in the Notes), each Note holder would be required to convert its Adjusted Note Amount (as defined below)~~convertible into ~~the securities of such Qualified Capital Raise. Adjusted Note Amount equals the product of (i) the sum of all outstanding principal plus accrued interest on a Note, multiplied by (ii) 1.25.~~

~~In connection with the issuance of the Notes, the Company issued the 2021 Warrants to purchase in the aggregate 767,796 shares of its~~ common stock ~~at an initial exercise price~~for a period of $24.00 per share. The fair value of the 2021 Warrants was $3,700,632, of which $2,379,182 was recorded as a debt discount and amortized to interest expense, and $1,321,450 was recorded as a loss on debt extinguishment. The Company calculated the fair value of the Warrants utilizing the Black-Scholes valuation model with the following assumptions: volatility of ~~88.98%, risk-free interest rate of~~ ~~0.86%, a term of~~ ~~5.75 years~~ ~~and a dividend yield of~~ ~~zero~~.90 days after May 17, 2023.

Upon the closing of a public offering in February 2022, which was a Qualified Capital Raise, in accordance with their terms, the Notes converted into 1,511,276 shares of common stock and the holders of the Notes received an additional 1,511,276 common stock purchase warrants with an exercise price of $6.60 per share. In addition, as a result of the February 2022 equity offering, the exercise price of the 767,796 outstanding 2021 Warrants ~~was reduced to $6.00 per share.~~

~~NOTE 5 –~~ ~~STOCKHOLDERS’ EQUITY (DEFICIT)~~

~~Placements of Common Stock and Warrants~~

On May 2, 2022, the Company entered into a securities purchase agreement (the Purchase Agreement) with an institutional investor, pursuant to which the Company sold, in a registered direct offering (the Registered Offering), which closed on May 5, 2022, an aggregate of 449,438 shares (the Shares) of the Company’s common stock, par value $0.001 per share, at a purchase price per Share of $4.45 and pre-funded warrants (the Pre-Funded Warrants) to purchase an aggregate of 1,348,314 shares of common stock at a purchase price per Pre-Funded Warrant of $4.44. The Pre-Funded Warrants will be exercisable immediately on the date of issuance at an exercise price of $0.01 per share and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

In a concurrent private placement under the Purchase Agreement, the Company issued to the Investor warrants (the Private Placement Warrants) to purchase an aggregate of 1,438,202 shares of common stock at an exercise price of $6.60 per share. The Private Placement Warrants will be exercisable beginning on the six-month anniversary of the date of issuance (the Initial Exercise Date) and will expire on the five-year anniversary of the Initial Exercise Date.

~~Warrants~~

As of ~~December 31, 2022,~~June 30, 2023, the Company had the following warrants ~~outstanding:~~outstanding (share amounts in thousands):

Type	Number of Shares		Exercise Price		Expiration
Common stock		1,348	$	0.01	—
Common stock		768		6.00	January 2027 - February 2027
Common stock		4,011		6.60	February 2027
Common stock		1,438		6.60	November 2027
Common stock		710		1.32	May 2027
Common stock		5,070		1.22	May 2028
Total		13,345

~~Schedule of Warrant Outstanding~~

Type
Number of
Shares Exercise
Price Expiration Date
Common stock 1,348,314 $ 0.01 —
Common stock 767,796 $ 6.00 January - February 2027
Common stock 4,011,276 $ 6.60 February 2027
Common stock 1,438,202 $ 6.60 November 2027
Total 7,565,588

~~Other~~The 1,348,000 pre-funded warrants were included in the weighted average shares outstanding calculation for the three and six months ended June 30, 2023 and 2022, respectively.

As of March 31, 2023, the Company had the following warrants outstanding (share amounts in thousands):

Type	Number of Shares		Exercise Price		Expiration
Common stock		1,348	$	0.01	—
Common stock		768		6.00	January 2027 - February 2027
Common stock		4,011		6.60	February 2027
Common stock		1,438		6.60	November 2027
Total		7,565

Other

During the ~~nine~~three months ended ~~December 31,~~June 30, 2022, ~~and 2021,~~ the Company issued 348 ~~and~~ ~~28,334~~ shares of common stock ~~respectively,~~ with a fair value of approximately $~~1,576~~ ~~and $245,956, respectively,~~$1,000 to a service ~~providers.~~provider.

NOTE 5 – STOCK-BASED COMPENSATION

~~NOTE 6 –~~ ~~STOCK-BASED COMPENSATION~~

Amended 2017 Equity Incentive Plan

In October 2017, the ~~Company’s board of directors (the Board)~~Board approved the 2017 Equity Incentive Plan (the Plan), as amended, with 1,000,000 shares of common stock reserved for issuance. In January 2020 and August 2021, the Board approved ~~increases~~an increase in the number of shares reserved for issuance by 333,334 and 1,333,334 shares, respectively. In January 2023, the Company’s stockholders approved an increase in the number of shares reserved for issuance under the ~~Plan~~plan by ~~333,334~~ ~~and~~ ~~1,333,334~~ ~~shares, respectively.~~an additional 2,000,000 shares. Under the Plan, eligible employees, directors and consultants may be granted a broad range of awards, including stock options, stock appreciation rights, restricted stock, performance-based awards and restricted stock units. The Plan is administered by the Board or, in the alternative, a committee designated by the Board.

Stock-Based Compensation Expense

The expense relating to stock options is recognized on a straight-line basis over the requisite service period, usually the vesting period, based on the grant date fair value. As of ~~December 31, 2022,~~June 30, 2023, the unamortized compensation cost was ~~$3,443,902~~approximately $3,084,000 related to stock options and is expected to be recognized as expense over a weighted-average period of approximately ~~2.07~~1.90 years.

During the three ~~and nine~~ months ended ~~December 31, 2022,~~June 30, 2023, the Company ~~awarded~~granted 6,375 ~~and 20,414~~ shares ~~respectively,~~ to members of the Board in accordance with the OD Plan and recorded approximately $6,000 of stock-based compensation ~~plan~~expense for ~~non-employee directors.~~these grants. During the ~~nine~~three months ended ~~December 31, 2022,~~June 30, 2023, the Company granted options with 10-year terms to purchase ~~677,199~~373,375 shares of its common stock to employees, directors and consultants.

The weighted-average grant date fair value of ~~the~~ options granted was $1.00 and ~~shares awarded was $2,503,979.~~$4.26 per share for the three months ended June 30, 2023 and 2022, respectively. The following assumptions were used in the ~~fair value calculations of the options granted:~~fair-value method calculations:

	Three Months Ended, June 30,
	2023		2022
Risk-free interest rates	3.51 %-4.13	%	2.82% - 3.25	%
Volatility	83% -152	%	159% - 223	%
Expected life (years)	5.0 - 6.1		5.0 - 6.0

~~Schedule of Fair value Assumptions of Options~~

Three Months Ended
December 31, Nine Months Ended
December 31,
2022 2021 2022 2021
Risk-free interest rates 3.93% - 3.99% 1.26% - 1.36% 2.82% - 4.06% 0.8% - 1.36%
Volatility 149% 197% - 253% 149% - 223% 89% - 370%
Expected life (years) 5.0 - 5.7 5.0 - 6.0 5.0 - 5.7 5.0 - 6.2

The fair values of options at the grant date were estimated utilizing the Black-Scholes valuation model, which includes simplified methods to establish the fair term of options, as well as average volatility. The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates, as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. A dividend yield of zero was applied because the Company has never paid dividends and has no intention to pay dividends in the foreseeable future. The Company accounts for forfeitures as they occur.

A summary of stock option activity under the Plan is presented below:

				Options Outstanding
							Weighted
	Shares						Average
	Available			Number of			Exercise
	for Grant			Shares			Prices
Balance at March 31, 2023		2,132,292			2,481,090		$	5.19
Options granted		(373,375	)		373,375			1.27
Share awards		(6,375	)		—			—
Options cancelled and returned to the Plan		30,272			(30,272	)		4.29
Balance at June 30, 2023		1,782,814			2,824,193		$	4.67

~~Schedule of Stock Option activity~~

Options Outstanding
Shares
Available
for Grant Number of
Shares Weighted
Average
Exercise
Prices
Balance at March 31, 2022 989,466 1,650,705 $ 6.58
Options granted (265,634 ) 265,634 4.35
Share awards (2,664 ) — —
Options cancelled and returned to the Plan 96,668 (96,668 ) 7.69
Balance at June 30, 2022 817,836 1,819,671 6.19
Options granted (241,023 ) 241,023 4.35
Share awards (11,375 ) — —
Options cancelled and returned to the Plan 30,444 (30,444 ) 4.67
Balance at September 30, 2022 595,882 2,030,250 6.00
Options granted (170,542 ) 170,542 2.00
Share awards (6,375 ) — —
Options cancelled and returned to the Plan 26,594 (26,594 ) 5.82
Balance at December 31, 2022 445,559 2,174,198 $ 5.69

There were no stock options exercised during the ~~nine~~three months ended ~~December 31, 2022~~June 30, 2023 and ~~2021.~~2022.

The following table summarizes the range of outstanding and exercisable options as of ~~December 31, 2022:~~June 30, 2023:

	Options Outstanding						Options Exercisable
Range of Exercise Price	Number Outstanding		Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic value
$0.93 - $2.00		1,285,475		8.14	$	1.75		540,308	$	1.86		—
$3.95 - $7.51		1,017,087		7.85	$	5.39		677,372	$	5.97		—
$8.61 - $17.70		521,631		7.99	$	10.53		411,005	$	11.21		—
$0.93 - $17.70		2,824,193		8.01	$	4.67		1,628,685	$	5.78		—

~~Schedule of Outstanding and Exercisable Option, Range~~

Options Outstanding Options Exercisable
Range of Exercise Price Number
Outstanding Weighted
Average
Remaining
Contractual
Life (in Years) Weighted
Average
Exercise
Price Number
Exercisable Weighted
Average
Exercise
Price Aggregate
Intrinsic
value
$1.98 - $17.70 2,174,198 7.94 $ 5.69 1,360,318 $ 5.87 $ 8,894

The intrinsic value per share is calculated as the excess of the closing price of the common stock on the Company’s principal trading market over the exercise price of the option.

The Company is required to present the tax benefits resulting from tax deductions in excess of the compensation cost recognized from the exercise of stock options as financing cash flows in the consolidated statements of cash flows. For the nine months ended December 31, 2022 and 2021, there were no such tax benefits associated with the exercise of stock options, as no stock options were exercised.

NOTE 76 – INCOME TAXES

The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. Based on the available information and other factors, management believes it is more likely than not that its federal and state net deferred tax assets will not be fully realized, and the Company has recorded a full valuation allowance.

The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. All tax returns for fiscal 2016 to fiscal ~~2022~~2023 may be subject to examination by the U.S. federal and state tax authorities. As of ~~December 31, 2022,~~June 30, 2023, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

~~NOTE 8 –~~ ~~COMMITMENTS & CONTINGENCIES~~

Litigations, Claims and Assessments

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

Indemnification

In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No amounts were reflected in the Company’s consolidated financial statements for the ~~nine~~three months ended ~~December 31,~~June 30, 2023 and 2022 ~~and 2021~~ related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification ~~agreements, and no claims for payment have been made under such~~ agreements.

Purchase Obligations

The ~~Company's~~Company’s primary purchase obligations include purchase orders for machinery and equipment. At ~~December 31, 2022,~~June 30, 2023, the Company had outstanding purchase orders for machinery and equipment and related expenditures of approximately ~~$735,000.~~

~~NOTE 9 –~~ ~~SUBSEQUENT EVENTS~~

~~New Lease Agreement~~

On January 5, 2023, the Company entered into a lease agreement (the Thornhill Lease) with Michael Summers (the Lessor) for a new headquarters facility pursuant to which the Company will lease approximately 24,000 square feet of a building located in San Diego, California, commencing on or about February 1, 2023. The monthly base rent is $36,000 for the first 12 months of the lease and will increase by 4% of the prior year’s base rent at the beginning of each 12-month period thereafter. The lease term is 48 months.

Under the Thornhill Lease, the Company will pay the Lessor a monthly fee for its pro-rated share of specified common area charges, including maintenance costs, property taxes and insurance, in addition to base rent. The monthly fee for the common area charges is approximately $10,700 and will be adjusted based on actual costs incurred by the Lessor.

~~Amended 2017 Equity Incentive Plan~~

~~In January 2023, the Company’s stockholders~~ ~~approved an increase in the number of shares reserved for issuance under the Plan by~~ ~~2,000,000~~ ~~shares.~~

$566,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying condensed consolidated financial statements and notes included in this Quarterly Report on Form 10-Q (this Report). This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which include, without limitation, statements about the market for our technology, our strategy, competition, expected financial performance and capital raising efforts, and other aspects of our business identified in our most recent annual report on Form 10-K filed with the Securities and Exchange Commission on June ~~28, 2022~~26, 2023 and in other reports that we file from time to time with the Securities and Exchange Commission. Any statements about our business, financial results, financial condition and operations contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” or similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described under Item 1A of our Annual Report on Form 10-K for the year ended March 31, ~~2022.~~2023. These ~~forward- looking~~forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors including, without limitation, the direct and indirect effects of coronavirus disease 2019, or COVID-19, as well as ~~the Russian/Ukraine conflict and~~ inflationary risks, including the risk that the cost of certain of the Company’s ~~materials and product~~ components is increasing, and related issues that may arise therefrom. Many of those factors are outside of our control and could cause actual results to differ materially from those expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

Our fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in this Report, refers to the fiscal year ended March 31 of the calendar year indicated (for example, fiscal ~~2023~~2024 refers to the fiscal year ending March 31, ~~2023)~~2024). Unless the context requires otherwise, references to “we,” “us,” “our,” and the “Company” refer to Modular Medical, Inc. and its consolidated subsidiary.

Company Overview

We are a development-stage medical device company focused on the design, development and commercialization of an innovative insulin pump using modernized technology to increase pump adoption in the diabetes marketplace. Through the creation of a novel two-part patch pump, our MODD1 product, we seek to fundamentally alter the trade-offs between cost and complexity and access to the higher standards of care that presently-available insulin pumps provide. By simplifying and streamlining the user experience from introduction, prescription, reimbursement, training and day-to-day use, we seek to expand the wearable insulin delivery device market beyond the highly motivated “super users” and expand the category into the mass market. The product seeks to serve both the type 1 and the rapidly growing, especially in terms of device adoption, type 2 diabetes markets.

Historically, we have financed our operations principally through private placements and public offerings of our common stock and sales of convertible promissory notes. Based on our current operating plan, ~~substantial doubt about our ability to continue as a going concern~~we believe we have adequate cash for ~~a period of~~ at least ~~one year from~~ the ~~date that the financial statements included in Item 1 of this Report are issued exists.~~next 12 months. Our long-term ability to continue as a going concern depends on our ability to raise additional capital, through the sale of equity or debt securities, to support our future operations. If we are unable to secure additional capital, we will be required to curtail our research and development initiatives and take additional measures to reduce costs. We have provided additional disclosure in Note 1 to the ~~condensed~~ consolidated financial statements in Item 1 of this Report and under Liquiditybelow.

~~COVID-19 and Macroeconomic Factors~~

Recent Economic Disruptions

The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020. This ~~has~~ negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in- place” and created significant disruption of the financial markets. ~~The full extent of~~While the U.S. national emergency expired in May 2023 and substantially all closures and “shelter-in-place” orders have ended, there can be no assurance that the COVID-19 pandemic will not impact on our operational and financial performance ~~will depend on~~in the future, ~~developments, including, without limitation,~~as the duration and spread of the pandemic and related actions taken by U.S. and foreign government agencies to prevent disease spread ~~all of which~~ are uncertain, out of our control, and cannot be predicted.

Since March 2020, the jurisdiction in which we operate has issued “shelter-in-place” orders from time to time. We have complied with these orders, and, when such orders were in place, minimized business activities at our facility. We have implemented a teleworking policy for our employees and contractors to reduce on-site activity, as necessary. We have and continue to experience longer lead times for certain components used to manufacture initial quantities of our products for our submission to the U.S. Food and Drug Administration (FDA) for approval to commercialize our pump product. We remain diligent in continuing to identify and manage risks to our business given the changing uncertainties related to COVID-19. While we believe that our operations personnel are currently in a position to build an adequate supply of products for our FDA submission, we recognize that unpredictable events could create difficulties in the months ahead. We may not be able to address these difficulties in a timely manner, which could delay our submission to the FDA and negatively impact our business, results of operations, financial condition and cash flows.

We believe that as the COVID-19 pandemic evolves, the direct and indirect impacts of the pandemic on global macroeconomic conditions, as well as conditions specific to us, are becoming more difficult to isolate or quantify. In addition, these direct and indirect factors can make it difficult to isolate and quantify the portion of our costs that are a direct result of the pandemic and costs arising from factors that may have been influenced by the pandemic, such as supply chain constraints, rising inflation, and recessionary fears. We expect these factors and their effects on our operations may persist for a longer period, even after the COVID-19 pandemic has subsided. The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets.

The Russian invasion of Ukraine in February 2022 has led to further economic disruptions. Mounting inflationary ~~costs~~cost pressures and recessionary fears have negatively impacted the global economy. ~~During the third quarter of 2022,~~Since mid-2022, the U.S. Federal Reserve ~~continued to aggressively address~~has addressed elevated inflation by increasing interest ~~rates. The U.S. Federal reserve increased interest~~ rates, ~~by 75 basis points in each of its meetings held in July, September and November 2022, 50 basis points in its meeting held in December 2022, and 25 basis points in its meeting held in February 2023,~~ as inflation remains elevated. WeWhile we were able to ~~raise additional~~access the capital ~~through equity offerings~~markets in ~~February~~May 2023 and 2022, ~~and May 2022, however, we will need to raise additional capital to commercialize our pump product candidate and support our operations~~ in the ~~future. We~~future, we may be unable to access the capital markets, and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business.

For additional information on risks that could impact our future results, please refer to “Risk Factors” in Part ~~II,~~I, Item 1A of this Report.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make certain estimates and judgments that affect the reported amounts of assets, liabilities, and expenses. On an ongoing basis, we make these estimates based on our historical experience and on assumptions that we consider reasonable under the circumstances. Actual results may differ from these estimates and reported results could differ under different assumptions or conditions. Our significant accounting policies and estimates are disclosed in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended March 31, ~~2022.~~2023. As of ~~December 31, 2022,~~June 30, 2023, there have been no material changes to our significant accounting policies and estimates.

Results of Operations

Research and Development

December 31, Change
2022 2021 Fiscal 2022 to
Fiscal 2023
Research and development – Three months ended $ 2,196,546 $ 1,849,399 $ 347,147 18.8 %
Research and development – Nine months ended $ 6,804,069 $ 5,742,911 $ 1,061,158 18.5 %

	Three months ended June 30,				Change
	(dollar amounts in thousands)
	2023		2022		2022 to 2023
Research and development	$	2,604	$	2,222	$	382	17.2	%

Our research and development expenses include personnel, ~~consulting, product prototyping~~overhead and other costs associated with the development and initial production of our insulin pump product. We expense research and development costs as they are incurred.

Research and development, or R&D, expenses increased for ~~the three and nine months ended December 31, 2022~~fiscal 2024 compared with the same period of fiscal ~~2021,~~2023, primarily due to increased ~~engineering and operations personnel~~employee-related costs ~~prototype and production component and material costs and higher~~of approximately of $410,000, an increase of approximately $50,000 in stock-based compensation ~~expenses. The~~expense and in increase in materials costs of $177,000. These increases ~~in R&D expenses~~ were partially offset by aan approximately $255,000 decrease in consulting costs, as we ~~reduced our utilization of consultants, as we~~have increased our employee headcount and ~~the consultants~~ completed development of ~~aspects of~~ our pump ~~design and features.~~product. Our full-time R&D employee headcount increased to 3234 at ~~December 31, 2022~~June 30, 2023 from 1823 at ~~December 31, 2021.~~June 30, 2022. R&D expenses included stock-based compensation expenses of ~~$356,752~~approximately $366,000 and ~~$204,962~~$316,000 for the ~~three months~~three-months ended ~~December 31,~~June 30, 2023 and June 30, 2022, ~~and 2021, respectively, and $1,034,674 and $459,989 for the nine months ended December 31, 2022 and 2021,~~ respectively. We expect research and development expenses to remain ~~comparable~~consistent for the remainder of fiscal ~~2023, as we continue to advance the development of our pump product and develop our manufacturing process.~~2024.

General and Administrative

December 31, Change
2022 2021 Fiscal 2022 to
Fiscal 2023
General and administrative – Three months ended $ 1,161,351 $ 1,981,665 $ (820,314 ) (41.4 )%
General and administrative – Nine months ended $ 3,502,029 $ 5,156,152 $ (1,654,123 ) (32.1 )%

	Three months ended June 30,				Change
	(dollar amounts in thousands)
	2023		2022		2022 to 2023
General and administrative	$	1,147	$	1,277	$	(130	)	(10.2	)%

General and administrative expenses consist primarily of personnel and related overhead costs for finance, human resources, ~~legal,~~ marketing and general management.

General and administrative expenses, or G&A, ~~expenses~~ decreased for the three months ended ~~December 31, 2022~~June 30, 2023 compared with the same period of ~~2021,~~2022, primarily as a result of ~~decreased~~a decrease in stock-based compensation ~~personnel~~expenses of approximately $305,000 and ~~benefit costs and legal fees, which in fiscal 2022 related to our public offering and listing on the Nasdaq that was completed in February 2022. These decreases were partially offset by increased~~ consulting and professional services ~~fees.~~

~~G&A~~ expenses ~~decreased for the nine months ended December 31, 2022 compared with the same period~~ of ~~2021, primarily as a result of decreased stock-based compensation, personnel and benefit costs, consulting and legal fees and marketing costs. These decreases were~~approximately $70,000, partially offset by ~~increased accounting fees, travel~~increases in facility-related costs of approximately $137,000, employee-related costs of $80,000 and ~~office-related~~other administrative expenses. ~~Our full-time G&A employee headcount increased to 3 at December 31, 2022 from 2 at December 31, 2021.~~ G&A expenses included stock-based compensation expenses of ~~$282,753~~approximately $117,000 and ~~$1,016,774~~$422,000 for the ~~three months~~quarters ended ~~December 31,~~June 30, 2023 and June 30, 2022, ~~and 2021, respectively and $1,085,839 and $2,280,098 for the nine months ended December 31, 2022 and 2021,~~ respectively. We expect G&A expenses to remain ~~flat~~consistent for the remainder of fiscal ~~2023.~~2024.

Liquidity and ~~Capital Resources~~Going Concern

As a development-stage enterprise, we do not currently have revenues to generate cash flows to cover operating expenses. Since our inception, we have incurred operating losses and negative cash flows in each year due to costs incurred in connection with R&D activities and G&A expenses associated with our operations. For the ~~nine~~three months ended ~~December 31, 2022, we incurred a net loss of approximately $10.3 million. For the years~~June 30, 2023 and year ended March 31, ~~2022 and 2021,~~2023, we incurred net losses of ~~approximately $18.6~~$3.7 million and ~~$7.4~~$13.9 million, respectively. At ~~December 31, 2022,~~June 30, 2023, we had a cash balance of approximately ~~$7.7~~$10.0 million and an accumulated deficit of ~~approximately $44.9~~$52.2 million. When considered with our current operating plan, these conditions raise substantial doubt about our ability to continue as a going concern for a period of at least one year from the date that ~~of issuance of~~ the ~~consolidated~~ financial statements included in Item 18 of this ~~Report.~~Report are issued. Our ~~consolidated~~ financial statements do not include adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. Our operating needs include the planned costs to operate our business, including amounts required to fund research and development activities, including clinical studies, working capital and capital expenditures. Our ability to continue as a going concern depends on our ability to raise additional capital, through the sale of equity or debt securities to support our future ~~operations, and we are currently seeking such additional financing.~~ operations. In May ~~2022,~~2023, we completed a ~~registered direct~~public offering of ~~securities~~units, comprising shares of our common stock and warrants to purchase shares of our common stock, for net proceeds of ~~approximately $7.4~~$9.7 million.

Our operating needs include the planned costs to operate our business, including amounts required to fund research and development activities, including clinical studies, working capital and capital expenditures. During the nine months ended December 31, we made capital expenditures of approximately $574,000, as we have begun procuring equipment to develop a low-volume manufacturing production line to build our pump product to demonstrate and develop our manufacturing process. We expect to incur increased capital expenditures for the remainder of fiscal 2023. At December 31, 2022, we had outstanding, non-cancelable purchase orders for production equipment totaling $735,000, and we expect to receive and pay for this equipment over the following six months. Our future capital requirements and the adequacy of our available funds will depend on many factors, including, without limitation, our ability to successfully commercialize our product, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product offerings. If we are unable to secure additional capital timely, we ~~will~~may be required to curtail ~~our research and development~~R&D initiatives, reduce headcount and take additional measures to reduce costs in order to conserve our cash.

For the ~~nine~~three months ended ~~December 31, 2022,~~June 30, 2023, we used ~~$8,184,696~~approximately $3,207,000 in operating activities, which primarily resulted from our net loss of ~~$10,307,682,~~approximately $3,737,000 and net changes in operating assets and liabilities of approximately $17,000, as adjusted for stock-based compensation expenses of ~~$2,120,513, $150,412 for issuances of shares of common stock in exchange for services and~~approximately $484,000, depreciation and amortization expenses of ~~$92,616, and increased by net changes in operating lease assets and liabilities of $37,761 and operating assets and liabilities $202,794~~approximately $58,000 and other immaterial adjustments. For the ~~nine~~three months ended ~~December 31, 2021,~~June 30, 2022, we used ~~$7,128,787~~$2,675,000 in operating activities, which primarily resulted from our net loss of ~~$14,058,154, increased for a non-cash gain on the PPP Note extinguishment of $368,780 and net changes in operating lease assets and liabilities of $34,422,~~$3,499,000, as adjusted for changes to operating assets and liabilities of ~~$1,197,988, a loss on debt extinguishment of $1,321,450~~approximately $5,000, stock-based compensation expenses of ~~$2,740,086, $388,021~~approximately $739,000, approximately $51,000 for issuances of ~~shares of common stock in exchange for services, $149,994 for issuable~~ shares of common stock in exchange for services, depreciation and amortization expenses of ~~$80,268~~approximately $29,000 and ~~interest expense of $1,454,762 for amortization of debt discount.~~other immaterial adjustments.

For the ~~nine~~three months ended ~~December 31,~~June 30, 2023 and 2022, ~~and 2021,~~ cash used in investing activities of ~~$573,066~~approximately $373,000 and ~~$22,779,~~$76,000, respectively, was for the purchase of property and equipment.

Cash provided by financing activities of ~~$7,372,347~~$9.7 million for the ~~nine~~three months ended ~~December 31, 2022~~June 30, 2023 was attributable to net proceeds from the issuance of common stock ~~upon completion of an equity~~and warrants in a public offering, net of underwriting fees and issuance costs. Cash provided by financing activities of ~~$5,887,199~~$7.4 million for the ~~nine~~three months ended ~~December 31, 2021~~June 30, 2022 was ~~primarily~~ attributable to ~~$4,137,199 of~~ net proceeds from the issuance of ~~our convertible promissory notes, $250,000 from the sale of shares of~~ common stock ~~to officers~~and warrants in a registered direct offering, net of ~~the Company~~placement agent fees and ~~$1,500,000 from the~~ issuance costs.

Purchase Obligations

Our primary purchase obligations include purchase orders for machinery and equipment. At June 30, 2023, we had outstanding purchase orders for machinery and equipment and related expenditures of ~~a promissory bride note.~~approximately $566,000.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements are detailed in Note 1 in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 4. Controls and Procedures

Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on this evaluation, our management concluded that, as of ~~December 31, 2022,~~June 30, 2023, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting.

During the three months ended ~~December 31, 2022,~~June 30, 2023, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II –- OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. To our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of us or our subsidiary, threatened against or affecting us, our common stock, our subsidiary or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

We face many significant risks in our business, some of which are unknown to us and not presently foreseen. These risks could have a material adverse impact on our business, financial condition and results of operations in the future. There are no material changes to the risk factors set forth under Item 1A of our Annual Report on Form 10-K for the year ended March 31, ~~2022,~~2023, which we filed with the SEC on June ~~28, 2022, and of our Quarterly Report on Form 10Q for the three months ended September 30, 2022, which we filed with the SEC on November 14, 2022, as amended on November 17, 2022.~~26, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

On ~~December~~June 30, ~~2022,~~2023, we issued a total of 6,375 shares of our restricted common stock to four of our non-employee directors in accordance with our Outside Director Compensation Plan.

The aforementioned issuances were made pursuant to exemptions from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act. We made such determinations based upon representations by the purchasers of such securities including, without limitation, that such purchasers were “accredited investors” as defined in the Securities Act.

Item 3. Defaults Upon Senior Securities

There has been no default in the payment of principal, interest, or a sinking or purchase fund installment, or any other material default, with respect to any indebtedness of ours.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~

None.

Item 6. Exhibits

~~Exhibit No.~~		~~Description of Document~~
31.1*		~~Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
31.2*		~~Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
32.1*		~~Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101.INS~~		~~XBRL Instance Document~~
~~101.SCH~~		~~XBRL Taxonomy Extension Schema~~
~~101.CAL~~		~~XBRL Taxonomy Extension Calculation Linkbase~~
~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase~~
~~101.LAB~~		~~XBRL Taxonomy Extension Label Linkbase~~
~~101.PRE~~		~~XBRL Taxonomy Extension Presentation Linkbase~~
~~104~~		~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).~~

Exhibit		Reference			Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
1.1	Form of Underwriting Agreement dated May 15, 2023	S-1/A	1.1	05/12/2023
4.8	Form of Warrant from the May 2023 Public Offering	S-1/A	4.5	05/05/2023
4.9	Form of Underwriter’s Warrant from the May 2023 Public Offering	S-1/A	4.6	05/05/2023
4.10	Form of Warrant Agency Agreement	S-1/A	10.29	05/05/2023
4.11	Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Modular Medical, Inc. 2017 Equity Incentive Plan, as amended				X
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				X
101	The following financial information from Modular Medical, Inc.’s quarterly report on Form 10-Q for the period ended June 30, 2023, filed with the SEC on August 14, 2023, formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022, (ii) the Condensed Consolidated Balance Sheets as of June 30 2023 and March 31, 2023, (iii) the Condensed Consolidated Statements of Stockholders’ Equity for the three months ended June 30, 2023 and 2022, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2023 and 2022, and (v) Notes to Condensed Consolidated Financial Statements.				X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).				X

~~Filed herewith~~

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: ~~February 13,~~August 14, 2023	By:	~~By:~~	/s/ James E. Besser
			James E. Besser
			Chief Executive Officer
			(Principal Executive Officer)

~~Date: February 13, 2023~~	By:	~~By:~~	/s/ Paul M. DiPerna
			Paul M. DiPerna
			Chairman, President, Chief Financial Officer and Treasurer
			(Principal Financial Officer)

iso4217:USD xbrli:shares

	December 31, 2022 (Unaudited)			March 31, 2022
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	7,690,957		$	9,076,372
Prepaid expenses and other		180,164			313,422
Security deposit		100,000			—
TOTAL CURRENT ASSETS		7,971,121			9,389,794

Property and equipment, net		716,409			235,959
Right of use asset, net		51,312			120,693
Security deposit		—			100,000
TOTAL NON-CURRENT ASSETS		767,721			456,652

TOTAL ASSETS	$	8,738,842		$	9,846,446

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	382,080		$	299,951
Accrued expenses		255,545			524,891
Short-term lease liability		77,672			144,857
TOTAL CURRENT LIABILITIES		715,297			969,699

Long-term lease liability		—			39,957
TOTAL LIABILITIES		715,297			1,009,656

Commitments and Contingencies (Note 8)

STOCKHOLDERS’ EQUITY
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding		—			—
Common Stock, $0.001 par value, 50,000,000 shares authorized; 10,932,098 and 10,461,898 shares issued and outstanding as of December 31, 2022 and March 31, 2022, respectively		10,932			10,462
Additional paid-in capital		52,900,066			43,406,099
Accumulated deficit		(44,887,453	)		(34,579,771	)
TOTAL STOCKHOLDERS’ EQUITY		8,023,545			8,836,790
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,738,842		$	9,846,446


	Three Months Ended December 31,						Nine Months Ended December 31,
	2022			2021			2022			2021
Operating expenses
Research and development	$	2,196,546		$	1,849,399		$	6,804,069		$	5,742,911
General and administrative		1,161,351			1,981,665			3,502,029			5,156,152
Total operating expenses		3,357,897			3,831,064			10,306,098			10,899,063
Loss from operations		(3,357,897	)		(3,831,064	)		(10,306,098	)		(10,899,063	)

Other income (expense)		(587	)		4			16			368,876
Interest expense		—			(1,010,247	)		—			(2,204,917	)
Loss on debt extinguishment		—			—			—			(1,321,450	)
Loss before income taxes		(3,358,484	)		(4,841,307	)		(10,306,082	)		(14,056,554	)

Provision for income taxes		—			—			1,600			1,600

Net loss	$	(3,358,484	)	$	(4,841,307	)	$	(10,307,682	)	$	(14,058,154	)

Net loss per share
Basic and diluted	$	(0.31	)	$	(0.76	)	$	(0.95	)	$	(2.22	)

Shares used in computing net loss per share
Basic and diluted		10,925,862			6,354,145			10,863,082			6,331,982


	Common Stock				Additional Paid-In		Common Stock		Accumulated			Stockholders’
	Shares		Amount		Capital		Issuable		Deficit			Equity
Balance as of March 31, 2022		10,461,898	$	10,462	$	43,406,099	$	—	$	(34,579,771	)	$	8,836,790
Shares issued for services		348		—		1,576		—		—			1,576
Issuance of common stock and warrants in equity offering, net		449,438		449		7,371,898		—		—			7,372,347
Issuance of common stock under equity incentive plan		2,664		3		13,747		—		—			13,750
Stock-based compensation		—		—		724,819		—		—			724,819
Net loss		—		—		—		—		(3,498,791	)		(3,498,791	)
Balance as of June 30, 2022		10,914,348	$	10,914	$	51,518,139	$	—	$	(38,078,562	)	$	13,450,491
Issuance of common stock under equity incentive plan		11,375		12		50,368		—		—			50,380
Stock-based compensation		—		—		692,060		—		—			692,060
Net loss		—		—		—		—		(3,450,407	)		(3,450,407	)
Balance as of September 30, 2022		10,925,723	$	10,926	$	52,260,567	$	—	$	(41,528,969	)	$	10,742,524
Issuance of common stock under equity incentive plan		6,375		6		12,737		—		—			12,743
Stock-based compensation		—		—		626,762		—		—			626,762
Net loss		—		—		—		—		(3,358,484	)		(3,358,484	)
Balance as of December 31, 2022		10,932,098	$	10,932	$	52,900,066	$	—	$	(44,887,453	)	$	8,023,545

	Common Stock				Additional Paid-In		Common Stock		Accumulated			Stockholders’
	Shares		Amount		Capital		Issuable		Deficit			Deficit
Balance as of March 31, 2021		6,302,050	$	6,302	$	14,665,559	$	—	$	(15,947,010	)	$	(1,275,149	)
Shares issued for services		20,000		20		172,180		—		—			172,200
Warrants issued with convertible notes		—		—		3,700,632		—		—			3,700,632
Issuance of common stock under equity incentive plan		1,836		2		32,495		—		—			32,497
Stock-based compensation		—		—		623,423		—		—			623,423
Net loss		—		—		—		—		(4,835,091	)		(4,835,091	)
Balance as of June 30, 2021		6,323,886	$	6,324	$	19,194,289	$	—	$	(20,782,101	)	$	(1,581,488	)
Stock-based compensation		3,635		4		862,427		—		—			862,431
Net loss		—		—		—		—		(4,381,757	)		(4,381,757	)
Balance as of September 30, 2021		6,327,521	$	6,328	$	20,056,716	$	—	$	(25,163,858	)	$	(5,100,814	)
Private placement of common stock		30,865		31		249,969		—		—			250,000
Shares issued for services		8,334		8		73,748		—		—			73,756
Shares issuable for services		—		—		—		149,994		—			149,994
Shares issued for reverse stock split		1,211		1		—		—		—			1
Stock-based compensation		5,775		6		1,221,729		—		—			1,221,735
Net loss		—		—		—		—		(4,841,307	)		(4,841,307	)
Balance as of December 31, 2021		6,373,706	$	6,374	$	21,602,162	$	149,994	$	(30,005,165	)	$	(8,246,635	)

					Additional
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance as of March 31, 2023		10,949	$	11	$	53,524	$	(48,459	)	$	5,076
Issuance of common stock and warrants in equity offering, net		10,139		10		9,723		—			9,733
Issuance of common stock under equity incentive plan		7		—		6		—			6
Stock-based compensation		—		—		478		—			478
Net loss		—		—		—		(3,737	)		(3,737	)
Balance as of June 30, 2023		21,095	$	21	$	63,731	$	(52,196	)	$	11,556

	December 31,			March 31,
	2022			2022
Machinery and equipment	$	487,855		$	346,358
Construction-in-process		427,670			—
Leasehold improvements		139,197			139,197
Total property and equipment		1,054,722			485,555
Less: accumulated depreciation and amortization		(338,313	)		(249,596	)
Total property and equipment, net	$	716,409		$	235,959

Annual Fiscal Years	Operating Lease
2023		39,507
2024		40,692
Less:
Imputed interest		(2,527	)
Present value of lease liabilities	$	77,672

Type	Number of Shares		Exercise Price		Expiration Date
Common stock		1,348,314	$	0.01		—
Common stock		767,796	$	6.00		January - February 2027
Common stock		4,011,276	$	6.60		February 2027
Common stock		1,438,202	$	6.60		November 2027
Total		7,565,588

				Options Outstanding
	Shares Available for Grant			Number of Shares			Weighted Average Exercise Prices
Balance at March 31, 2022		989,466			1,650,705		$	6.58
Options granted		(265,634	)		265,634			4.35
Share awards		(2,664	)		—			—
Options cancelled and returned to the Plan		96,668			(96,668	)		7.69
Balance at June 30, 2022		817,836			1,819,671			6.19
Options granted		(241,023	)		241,023			4.35
Share awards		(11,375	)		—			—
Options cancelled and returned to the Plan		30,444			(30,444	)		4.67
Balance at September 30, 2022		595,882			2,030,250			6.00
Options granted		(170,542	)		170,542			2.00
Share awards		(6,375	)		—			—
Options cancelled and returned to the Plan		26,594			(26,594	)		5.82
Balance at December 31, 2022		445,559			2,174,198		$	5.69

	Options Outstanding					Options Exercisable
Range of Exercise Price		Number Outstanding	Weighted Average Remaining Contractual Life (in Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price		Aggregate Intrinsic value
$1.98 - $17.70		2,174,198	7.94	$	5.69		1,360,318	$	5.87	$	8,894