What changed in this filing

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Item 5. Other Information

2021-02-12 compared with 2020-11-09 · 43 added, 4 removed, 17 unchanged (73% of the section changed)

Other Information

2017 Equity Incentive Plan, as amended

8, 2021, we sold $1,100,000 of convertible promissory notes (the Notes) in a private placement transaction effected pursuant to

an exemption from the registration requirements under the Securities Act of 1933, as amended.

The Notes bear interest at an annual

rate of 12%, and interest is accrued or payable monthly in cash.

The Notes mature on September 30, 2021 (the Maturity Date) and

may not be prepaid prior to the Maturity Date.

aggregate principal amount of the Notes plus accrued but unpaid interest thereon shall automatically convert upon the closing

of an offering of our equity securities to investors or a strategic corporate investor resulting in aggregate gross proceeds to

us of at least $5,000,000 (excluding conversion of the Notes or other convertible securities issued for capital raising purposes)

(a Qualified Financing).

In the event of a Qualified Financing, all such outstanding principal and accrued interest shall convert

into the same equity securities purchased by and on the same terms and conditions as the other investors in such Qualified Financing

at a conversion price equal to 80% (a 20% discount) of the lowest price paid per unit or share by investors in the Qualified Financing.

In the event that additional bridge financing is obtained by us, the Notes shall convert into the same securities and on the same

terms and conditions as the other investors therein and all such purchases will be treated as one, single round of financing going

any time on or following the Maturity Date, the holders of the Notes may demand repayment of the Notes, and we shall repay the

outstanding aggregate principal amount plus accrued but unpaid interest thereon.

The holders of the Notes, however, retain the

right for 30 days after the Maturity Date to convert all or part of the aggregate principal amount plus accrued but unpaid interest

on the Notes into our common stock at the conversion price of $2.87 per share or at a 20% discount to any financing consummated

during the 30-day period following the Maturity Date.

If a Qualified

Financing has not occurred immediately prior to the consummation of a Change of Control (as defined below), the Note holders shall

have the option of either (i) converting all or any portion of the aggregate principal amount of the Notes plus accrued but unpaid

interest thereon into our common stock at a conversion price equal to $2.87 per share or (ii) having us repay the aggregate principal

amount of the Notes and accrued but unpaid interest.

The term “Change of Control”

means (i) a consolidation or merger

of us with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such

consolidation, merger or reorganization in which the shares of our capital stock immediately prior to such consolidation, merger

or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation,

merger or reorganization;

(ii) any transaction or series of related transactions to which we are a party in which in excess of

50% of our voting power is transferred;

(iii) the sale or transfer of all or substantially all of our assets, or the exclusive

license of all or substantially all of the our material intellectual property;

or (iv) the dissolution and winding up of us.

and chief executive officer and an existing investor, which is represented by a member of our board of directors, purchased the

$1,100,000 aggregate principal amount of the Notes.

The private placement of the Notes was approved by our disinterested directors.

Form of Convertible Promissory Note dated February 8, 2021

Certification of Paul M.

9 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

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.

MEDICAL, INC.

MODULAR MEDICAL, INC.

Chairman, Chief Executive Officer,

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information