0000919574-22-001656.txt : 20220214
0000919574-22-001656.hdr.sgml : 20220214
20220214201512
ACCESSION NUMBER: 0000919574-22-001656
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220210
FILED AS OF DATE: 20220214
DATE AS OF CHANGE: 20220214
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: 001-41277
FILM NUMBER: 22636557
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: 001-41277
FILM NUMBER: 22636558
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: 001-41277
FILM NUMBER: 22636556
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: 001-41277
FILM NUMBER: 22636554
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: 001-41277
FILM NUMBER: 22636555
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
2022-02-10
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
0
0001735534
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701
SAN JUAN
PR
00907
PUERTO RICO
0
0
1
0
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
0
Common Stock, par value $0.001 per share
2022-02-10
4
P
0
300000
6.00
A
1983803
I
see footnote
Common Stock, par value $0.001 per share
317473
I
see footnote
Common Stock, par value $0.001 per share
124750
D
Common Stock, par value $0.001 per share
60277
D
Common Stock Purchase Warrant
6.60
2022-02-10
4
A
0
300000
A
2022-02-10
2027-02-10
Common Stock, par value $0.001 per share
300000
300000
I
see footnote
Convertible Promissory Not
Common Stock, par value $0.001 per
1000000
I
see footnote
Common Stock Purchase Warrant
2.87
2022-02-06
2027-02-06
Common Stock, par value $0.001 per share
126391
I
see footnote
Manchester Management Company, LLC ("Manchester Management") acquired 300,000 units consisting of one share of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share.
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, 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
The Convertible Promissory 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 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.
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.
Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member
2022-02-14
Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner
2022-02-14
Manchester Management PR, LLC By: /s/ James E. Besser, Managing Member
2022-02-14
Morgan C. Frank By: /s/ Morgan C. Frank
2022-02-14
James E. Besser By: /s/ James E. Besser
2022-02-14