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): February 28, 2025
MODULAR MEDICAL, INC.
(Exact Name of Registrant as Specified in Charter)
001-41277
(Commission File Number)
| Nevada | 87-0620495 | |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification Number) |
10740 Thornmint Road
San Diego, California 92127
(Address of principal executive offices, with zip code)
(858) 800-3500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | MODD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 28, 2025, Modular Medical, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”), and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 74.9% of the Company’s outstanding shares of common stock entitled to vote at the Annual Meeting. The Company’s shareholders voted on three proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 24, 2025.
Summarized below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.
| ● | Proposal 1 - Election of directors to serve until the next annual meeting of shareholders. |
| For | Against | Abstention/ Withheld | Broker Non-Vote | |||||||||||||
| Duane DeSisto | 16,037,708 | 4,097,829 | 44,541 | 10,282,194 | ||||||||||||
| Paul DiPerna | 18,778,495 | 1,357,042 | 44,541 | 10,282,194 | ||||||||||||
| Steven Felsher | 19,363,955 | 771,587 | 44,536 | 10,282,194 | ||||||||||||
| Morgan Frank | 17,481,482 | 2,654,060 | 44,536 | 10,282,194 | ||||||||||||
| Philip Sheibley | 19,173,915 | 961,614 | 44,549 | 10,282,194 | ||||||||||||
| Carmen Volkart | 16,338,424 | 3,797,100 | 44,554 | 10,282,194 | ||||||||||||
| Ellen O’Connor Vos | 17,326,827 | 2,810,418 | 42,833 | 10,282,194 | ||||||||||||
All of the foregoing candidates were elected to serve as directors until the next annual meeting of shareholders and until the election and qualification of her or his successor or earlier resignation or removal.
| ● | Proposal 2 – Amendment of the Amended and Restated 2017 Equity Incentive Plan to increase the number of shares currently reserved for issuance thereunder by 3,000,000 shares. |
| For | Against | Abstain | Broker Non-Vote | ||||
| 12,169,001 | 7,488,354 | 522,723 | 10,282,194 | ||||
The foregoing proposal was approved.
| ● | Proposal 3 – Ratification of the audit committee’s appointment of Farber Hass Hurley LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. |
| For | Against | Abstain | Broker Non-Vote | |||
| 30,401,496 | 14,273 | 46,503 | - |
The foregoing proposal was approved.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MODULAR MEDICAL, INC. | ||
| Date: March 3, 2025 | By: | /s/ James Besser |
| James Besser Chief Executive Officer | ||
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