September 26, 2019
Paul DiPerna
Chief Executive Officer
Modular Medical, Inc.
800 West Valley Parkway, Suite 203
Escondido, California 92025
Re: Modular Medical, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 9, 2019
File No. 333-232377
Dear Mr. DiPerna:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our July 23,
2019 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed September 9, 2019
Cover Page
1. We note that you revised the disclosure on the prospectus cover page to
disclose the fixed
price at which the securities will be sold in this offering in response
to prior comment 1.
Please also make corresponding changes elsewhere in the prospectus, such
as in the Plan
of Distribution and Determination of Offering Price sections.
Paul DiPerna
FirstName LastNamePaul DiPerna
Modular Medical, Inc.
Comapany 26, 2019
September NameModular Medical, Inc.
September 26, 2019 Page 2
Page 2
FirstName LastName
Overview, page 2
2. We note your new disclosure in the penultimate paragraph on page 2
that the prospectus
contains information from a study commissioned by you and conducted by
your
consultant. Please file as an exhibit the consent of the consultant.
Also file the consent of
the consultant whose opinion you cite on page 32.
Pre-commercialization Steps, page 3
3. We note the last deletion that you mention in your response to prior
comment 12;
however, if your proposed product requires modification for the
reasons stated in the
deleted disclosure, it is unclear why you do not mention those
modifications in disclosure
like on page 3. Please revise or advise.
The Offering, page 5
4. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Risk Factors, page 7
5. We note your response to prior comment 8. If you are required to hold
annual meeting and
do not hold such meetings, please include appropriate risk factors.
6. Please expand your response to prior comment 9 to provide us your
analysis of the
significance of any risk that your officer might have conflicts due to
fiduciary duties to
multiple entities. For example, would conflicts exist when evaluating
a potential
acquisition?
Operating Expenses, page 37
7. We note your response to prior comment 15. Please tell us with
specificity where you
revised the disclosure to clarify the nature of the consulting
services mentioned in the
second sentence of this section.
Executive Compensation, page 43
8. Please reconcile the information in footnote (2) to your summary
compensation table with
the amount included in the Option Awards column of the table. Ensure
that the amount
included in the table is computed as required by Regulation S-K Item
402(n)(2)(vi).
Paul DiPerna
FirstName LastNamePaul DiPerna
Modular Medical, Inc.
September NameModular Medical, Inc.
Comapany 26, 2019
Page 3
September 26, 2019 Page 3
FirstName LastName
Note 1 - Organization and Summary of Significant Accounting Policies
Earnings Per Share ("EPS"), page F-9
9. We note your response to prior comment 25. The revision does not
quantify the amount
of securities that could potentially dilute basic EPS in the future as
required by ASC 260-
10-50-1(c). Please revise to include this information.
Note 5 - Stockholders' Equity
2017 Equity Incentive Plan, page F-12
10. We note your revisions in response to prior comment 26 do not address
all of the
disclosures required by ASC 718-10-50-2(c) through (e). Please revise
to provide this
information. Refer to the example in ASC 718-10-55-136.
You may contact Gary Newberry at 202-551-3761 or Lynn Dicker, Senior
Accountant, at
202-551-3616 if you have questions regarding comments on the financial
statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Russell Mancuso, Branch
Chief, at
202-551-3617 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Electronics and Machinery
cc: Lawrence G. Nusbaum, Esq.