UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 22, 2023, Modular Medical, Inc. (the “Company”) entered into a Sales Agreement (the “ATM Agreement”) with Leerink Partners LLC (“Leerink”) under which the Company may offer and sell, from time to time at its sole discretion, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for aggregate gross proceeds of up to $6,500,000 through an “at the market offering” program under which Leerink will act as sales agent or principal.
Under the ATM Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the ATM Agreement, Leerink may sell the shares by methods deemed to be an “at the market offering”, as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
The ATM Agreement provides that Leerink will be entitled to compensation for its services equal to 3.0% of the gross proceeds from sales of any shares of common stock under the ATM Agreement. The Company has no obligation to sell any shares under the ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement.
The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-264193). The Company filed a prospectus supplement, dated November 22, 2023 with the Securities and Exchange Commission (the “SEC”) in connection with the offer and sale of the shares pursuant to the ATM Agreement (the “Prospectus Supplement”).
The foregoing description of the material terms of the ATM Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Lucosky Brookman LLP relating to the shares of Common Stock that may be sold pursuant to ATM Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Exhibit Description | |
| 1.1 | Sales Agreement, dated as of November 22, 2023, between Modular Medical, Inc. and Leerink Partners LLC | |
| 5.1 | Opinion of Lucosky Brookman LLP. | |
| 23.1 | Consent of Lucosky Brookman LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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: November 22, 2023 | By: | /s/ James E. Besser |
| James E. Besser | ||
| Chief Executive Officer | ||
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