• Sun. Dec 3rd, 2023

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MODULAR MEDICAL, INC. : Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

The relevant information in Item 5.02 on this Current Report on Form 8-K,
regarding the Stock Option (as defined below) is incorporated herein by
reference. The shares of common stock underlying the Stock Option were not
registered under the Securities Act of 1933, as amended (the “Securities Act”),
but qualified for exemption under Section 4(a)(2) and/or Regulation D of the
Securities Act.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain

On July 21, 2022, the Board of Directors (the “Board”) of Modular Medical, Inc.
(the “Company”) appointed Kevin Schmid as Chief Operating Officer of the

Mr. Schmid, age 63, has over 19 years of experience in medical device senior
management and high-volume global manufacturing operations. He has been a
consultant to the Company since March 2022. Mr. Schmid has served as a member of
the board of directors of Eitan Medical, an Israel based provider of connected
infusion and wearable drug delivery solutions, since 2018. From 2018 through
June 2021, he served as the Chief Executive Officer and a board member of Common
Sensing, Inc.
, a disposable injector pen dose monitoring and reporting
technology company. From 2016 to 2017, Mr. Schmid was Vice President of Drug
Delivery Systems for the Stevanato Group, a provider of innovative packaging and
drug delivery solutions for the pharmaceutical industry. From 2003 to 2015, Mr.
was Vice President of Manufacturing, Operations, and Drug Delivery
Systems for Insulet Corporation. He has a BSME degree from Clarkson University
and an MBA from Sacred Heart University.

Mr. Schmid does not have a family relationship with any of the current officers
or directors of the Company. There are no related party transactions with regard
to Mr. Schmid reportable under Item 404(a) of Regulation S-K.

Pursuant to an offer letter with the Company (the “Agreement”), Mr. Schmid shall
receive an annual salary of $250,000 (the “Base Salary”). Additionally, he shall
be eligible for an annual discretionary target incentive bonus of up to 50% of
his Base Salary. Mr. Schmid will be granted a stock option to purchase 175,000
shares of the Company’s common stock (the “Stock Option”). The Stock Option
shall vest over a three-year period with one-third of the shares subject to the
Stock Option vesting on the one-year anniversary of the grant date and the
remaining shares vesting monthly thereafter, subject to Mr. Schmid’s continuous
service with the Company. In the event of termination of his employment by the
Company other than for cause or good reason (as defined in the Agreement), Mr.
will receive an amount equal to six months of his then-current Base
Salary as a severance payment.

Item 5.02 of this Current Report on Form 8-K contains only a brief description
of the material terms of and does not purport to be a complete description of
the rights and obligations of the parties to the Agreement, and such
descriptions is qualified in its entirety by reference to the full text of the
Agreement, a copy of which is filed herewith as Exhibit 10.1.

Item 8.01. Other Events.

On July 26, 2022, the Company issued a press release announcing the Appointment.
A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated
herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.   Description
   10.1         Offer Letter dated July 13, 2022 by and between Modular Medical, Inc.
              and Kevin Schmid

   99.1         Press Release dated July 26, 2022

    104       Cover Page Interactive Data File (embedded within the Inline XBRL

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