0000919574-21-006530.txt : 20211029 0000919574-21-006530.hdr.sgml : 20211029 20211029184357 ACCESSION NUMBER: 0000919574-21-006530 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200630 FILED AS OF DATE: 20211029 DATE AS OF CHANGE: 20211029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Manchester Explorer, L.P. CENTRAL INDEX KEY: 0001411524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49671 FILM NUMBER: 211364734 BUSINESS ADDRESS: STREET 1: MANCHESTER MANAGEMENT COMPANY, L.L.C STREET 2: 3 WEST HILL PLACE CITY: Boston STATE: ma ZIP: 02114 BUSINESS PHONE: 617-399-1740 MAIL ADDRESS: STREET 1: MANCHESTER MANAGEMENT COMPANY, L.L.C STREET 2: 3 WEST HILL PLACE CITY: Boston STATE: ma ZIP: 02114 FORMER NAME: FORMER CONFORMED NAME: Manchester Explorer LP DATE OF NAME CHANGE: 20070904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANCHESTER MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001169253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49671 FILM NUMBER: 211364735 BUSINESS ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6178568995 MAIL ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANCHESTER MANAGEMENT PR, LLC CENTRAL INDEX KEY: 0001735534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49671 FILM NUMBER: 211364733 BUSINESS ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 617-399-1740 MAIL ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BESSER JAMES E CENTRAL INDEX KEY: 0001512127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49671 FILM NUMBER: 211364731 MAIL ADDRESS: STREET 1: 3 WEST HILL PLACE CITY: BOSTON STATE: MA ZIP: 02114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRANK MORGAN C. CENTRAL INDEX KEY: 0001593072 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49671 FILM NUMBER: 211364732 MAIL ADDRESS: STREET 1: 2 CALLE NAIRN STREET 2: UNIT 701 CITY: SAN JUAN STATE: PR ZIP: 00907 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Modular Medical, Inc. CENTRAL INDEX KEY: 0001074871 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 870620495 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 16772 WEST BERNARDO DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 858-800-3500 MAIL ADDRESS: STREET 1: 16772 WEST BERNARDO DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92127 FORMER COMPANY: FORMER CONFORMED NAME: BEAR LAKE RECREATION INC DATE OF NAME CHANGE: 19981208 4 1 ownership.xml X0306 4 2020-06-30 0 0001074871 Modular Medical, Inc. MODD 0001169253 MANCHESTER MANAGEMENT CO LLC 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 1 1 Director by Deputization 0001411524 Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 1 1 Director by Deputization 0001735534 MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 1 1 Director by Deputization 0001593072 FRANK MORGAN C. 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 1 0 1 0 0001512127 BESSER JAMES E 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 1 1 Director by Deputization Common Stock, par value $0.001 per share 2020-06-30 4 P 0 34843 2.87 A 5051409 I See footnote Common Stock, par value $0.001 per share 2020-06-30 4 P 0 104529 2.87 A 1022105 I See footnote Common Stock, par value $0.001 per share 2020-11-30 4 P 0 34843 2.87 A 304562 D Common Stock, par value $0.001 per share 180830 D Convertible Promissory Note 2021-02-08 4 P 0 1000000 A Common Stock, par value $0.001 per share 1000000 I See footnote Convertible Promissory Note 2021-05-11 4 D 0 1000000 D Common Stock, par value $0.001 per share 0 I See footnote Convertible Promissory Note 2021-05-11 4 A 0 1000000 A Common Stock, par value $0.001 per share 1000000 I See footnote Common Stock Pur-chase Warrant 2.87 2021-05-11 4 A 0 379174 A 2022-02-06 2027-02-06 Common Stock, par value $0.001 per share 379174 I See footnote The reported securities are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The reported securities are directly owned by James E. Besser in his personal capacity. The reported securities are directly owned by Morgan C. Frank in his personal capacity. On February 8, 2021, the Issuer completed an initial offering of the Convertible Promissory Note (the "Note"). The Note is convertible upon an equity financing with total proceeds to the Issuer of not less than $5,000,000. The Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the lowest cash price paid per share for equity securities by the investors in the equity financing multiplied by 0.80. The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 10-Q filed on February 12, 2021, which is incorporated by reference. On May 11, 2021, the Note was converted into the May 2021 Convertible Promissory Note ("May Note"). The May Note is convertible upon (i) an offering of common stock or other securities ("Qualified Capital Raise") with total proceeds to the Issuer of not less than $12,000,000, or (ii) at any time following the day 271 days after the issue date. The May Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the sum of principal and accrued interest shall be multiplied by 1.25; e.g., $1,000 of principal which had accrued $60 of interest would be treated as if it were ($1,000 + $60) = $1,060 X 1.25 = $1,325 of capital invested in the Qualified Capital Raise for the purposes of determining the number of securities issued. (6 continued) The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference. The Common Stock Purchase Warrant (the "Warrant") entitles the holder of the warrant to shares of Common Stock equal to the principal amount of the Note divided by $2.87. The Warrants are not convertible until 271 days after the issue date. The foregoing description of the Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Common Stock Purchase Warrant included as Exhibit 10.22 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference. /s/ Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member 2021-10-29 Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 2021-10-29 /s/ Manchester Management PR, LLC By: /s/ James E. Besser, Managing Member 2021-10-29 /s/ James E. Besser By: /s/ James E. Besser 2021-10-29 /s/ Morgan C. Frank By: /s/ Morgan C. Frank 2021-10-29