UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | April 8, 2022 |
| MODULAR MEDICAL, INC. |
| |
| (Exact name of registrant as specified in its charter) |
| | | | | |
| Nevada | | 001-41277 | | 87-0620495 |
| | | | | |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 16772 W. Bernardo Drive, San Diego, California | | 92127 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code: | (858) 800-3500 |
| |
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock | MODD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
As previously reported on a Current Report on Form 8-K filed on February 14, 2022 with the U.S. Securities and Exchange Commission (the “SEC”) by Modular Medical, Inc. (the “Company”), on February 9, 2022 (the “Effective Date”), the Company entered into an underwriting agreement with Oppenheimer & Co. Inc. (“Oppco”) whereby the Company agreed to enter into a “lock-up” agreement (the “Lock-Up”), pursuant to which the Company agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of its shares of common stock or securities convertible into common stock for a period of 180 days after the Effective Date (the “Lock-Up Period”).
On March 28, 2022, Oppco provided the Company with a waiver to the Lock-Up (the “Waiver”) to allow the Company to file a registration statement on Form S-3 with the SEC to effect the shelf registration of an indeterminate amount of the Company’s equity, equity-linked and/or debt securities (the “Shelf Registration Statement”) prior to the expiration of the Lock-Up Period.
The Waiver is limited to the filing of the Shelf Registration Statement, and, if the Company intends to file a prospectus supplement to the Shelf Registration Statement and/or to make any sales pursuant to the Shelf Registration Statement prior to the expiration of the Lock-Up Period, the Company must obtain Oppco’s written consent before doing so.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 8, 2022 | | By: | /s/ James Besser |
| | | | James Besser |
| | | | Chief Executive Officer |
