Modular Medical, Inc. 8-K

What Happened Modular Medical, Inc. announced a best‑efforts registered offering that closed March 4, 2026. Under a Placement Agency Agreement with Maxim Group LLC, the Company sold 62,098,000 shares of common stock, pre‑funded warrants to purchase 6,000,000 shares, and accompanying common warrants exercisable for up to 68,098,000 shares. The offering generated approximately $12.0 million in gross proceeds before fees and expenses. Each share plus a common warrant was sold at $0.1762; each pre‑funded warrant plus a common warrant was sold at $0.1752 (pre‑funded warrant exercise price $0.001). Common warrants are exercisable immediately, expire five years after issuance, and have an exercise price of $0.1762 per share.

Key Details

• Gross proceeds: ~ $12.0 million (before placement agent fees and offering expenses).
• Placement agent: Maxim Group LLC — cash fee of 7% of gross proceeds plus $100,000 expense reimbursement.
• Securities sold: 62,098,000 common shares; pre‑funded warrants to buy 6,000,000 shares; common warrants exercisable for up to 68,098,000 shares.
• Warrant terms: $0.1762 exercise price, 5‑year term, immediate exercisability; beneficial ownership cap of 4.99% (or 9.99% if holder elected prior to issuance).
• Lock‑ups and transfer restrictions: directors and officers agreed to 90‑day lock‑ups; the Company agreed to a 45‑day restriction on certain offerings/Variable Rate Transactions.

Why It Matters This transaction brings in near‑term cash (about $12M) to fund operations or corporate needs, but it also creates potential future dilution if the warrants and pre‑funded warrants are exercised. Investors should note the low exercise prices (especially the $0.001 pre‑funded warrant exercise price) and the large number of securities issued relative to outstanding shares, as these could significantly increase the share count upon exercise. The filing also imposes short‑term lock‑ups on insiders, which limits insider selling for 90 days.