0000919574-22-001710.txt : 20220217 0000919574-22-001710.hdr.sgml : 20220217 20220217185423 ACCESSION NUMBER: 0000919574-22-001710 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220215 FILED AS OF DATE: 20220217 DATE AS OF CHANGE: 20220217 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: 22650143 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: 22650144 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: 22650140 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: 22650141 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: 22650142 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 2022-02-15 0 0001074871 Modular Medical, Inc. MODD 0001169253 MANCHESTER MANAGEMENT CO LLC 3 WEST HILL PLACE BOSTON MA 02110 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 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 0001735534 MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN PR 00907 PUERTO RICO 0 0 1 0 Common Stock, par value $0.001 per share 2022-02-15 4 M 0 234274 A 2218077 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 Convertible Promissory Note 2022-02-15 4 M 0 1000000 D Common Stock, par value $0.001 per share; Warrant 0 I see footnote Common Stock Purchase Warrant 6.60 2022-02-15 4 M 0 234274 A 2022-02-14 2027-02-14 Common Stock, par value $0.001 per share 234274 234274 I see footnote Common Stock Purchase Warrant 6.60 2022-02-10 2027-02-10 Common Stock, par value $0.001 per share 300000 300000 I see footnote Common Stock Purchase Warrant 8.61 2022-02-06 2027-02-06 Common Stock, par value $0.001 per share 119237 I see footnote The reported securities were obtained due to the conversion of a Convertible Promissory Note (the "Note"). The Note was convertible into an equal amounts of shares of Common Stock, par value $0.001 per share and Common Stock Purchase Warrants at a conversion price equal to the sum of principal and accrued interest multiplied by 1.25. The principal amount of the Note was $1,026,630 and the Note had accrued $97,881 of interest. The total principal and interest was then multiplied by 1.25 resulting in a conversion value of $1,405,639. This translated to 234,274 shares of Common Stock, par value $0.001 per share and 234,274 Common Stock Purchase Warrants based upon a $6.00 purchase price. 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 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. This amount of reported securities has been adjusted from 126,391 to 119,237 to accurately reflect the number of Warrants held by Explorer. 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 Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 2022-02-17 Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member 2022-02-17 Morgan C. Frank By: /s/ Morgan C. Frank 2022-02-17 James E. Besser By: /s/ James E. Besser 2022-02-17 Manchester Management PR, LLC By: /s/ James E. Besser, Managing Member 2022-02-17