What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-06-28 compared with 2021-06-29 · 831 added, 667 removed, 157 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

and Procedures

Disclosure controls

and procedures are designed to ensure that information required to be disclosed in the reports filed with or furnished to the

Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is

recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

of Disclosure Controls and Procedures

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

in the reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer,

to allow timely decisions regarding required disclosure.

and procedures are designed to ensure that information required to be disclosed in the reports filed with or furnished to the Securities

and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the SEC.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the

Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to

allow timely decisions regarding required disclosure.

Under the supervision

and with the participation of our management, including our Chief Executive Officer, who also serves as our Chief Financial Officer,

we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act).

Based on this evaluation,

our management concluded that as of March 31, 2021, our disclosure controls and procedures were effective.

Management’s

and with the participation of our management, including our chief executive officer and our chief financial officer, we conducted an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act).

Based on this evaluation, our management concluded that as

of March 31, 2022, our disclosure controls and procedures were effective.

Annual Report on Internal Control over Financial Reporting

Our management

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures,

management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating

the cost-benefit relationship of possible controls.

Internal control over financial reporting is the process designed by, or under

the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated

financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies

and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our

transactions and dispositions of assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that

our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

Because of its

inherent limitations, cost-effective internal controls over financial reporting may not prevent or detect misstatements.

control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention

of overriding controls.

Accordingly, even effective internal control over financial reporting can provide only reasonable assurance

with respect to consolidated financial statement preparation.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognizes that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired

control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible

Internal control over financial reporting is the process designed by, or under the supervision of, our chief executive officer

and chief financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance

with generally accepted accounting principles, and includes those policies and procedures that:

(i) pertain to the maintenance of

records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;

(ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally

accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management

and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent

limitations, cost-effective internal controls over financial reporting may not prevent or detect misstatements.

All internal control

systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding

Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to

consolidated financial statement preparation.

Also, projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

Under the supervision

and with the participation of our management, including our Chief Executive Officer, we conducted an assessment of the effectiveness

of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form 10-K.

this assessment, we used the criteria based on the framework in Internal Control—Integrated Framework (2013 Framework) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, our management concluded that

our internal control over financial reporting was effective as of March 31, 2021.

Internal Control over Financial Reporting

There were no changes in our internal

controls over financial reporting during the fourth fiscal quarter of 2021 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an assessment

of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report on Form

In making this assessment, we used the criteria based on the framework in Internal

Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway

Based on the assessment, our management concluded that our internal control over financial reporting was effective as of

March 31, 2022.

in Internal Control over Financial Reporting

There were no changes in our internal controls

over financial reporting during the fourth fiscal quarter of 2022 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE

OFFICERS, AND CORPORATE GOVERNANCE

The names of our directors and certain

information about each of them at March 31, 2021 are set forth below.

Chief Executive

Officer, Chief Financial Officer, Secretary, Treasurer and Director (Chairman of the Board of Directors)

Liam Burns(1)

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The names of our directors, executive officers

and certain information about each of them at March 31, 2022 are set forth below.

Executive Officer

Chief Financial Officer, Treasurer and Chairman of the Board of Directors

Steven Felsher(2)(3)

Philip Sheibley(2)(3)

Carmen Volkart(1)(2)

Audit Committee

Member of Compensation Committee

The principal

occupations and positions for at least the past five years of our directors are described below.

Ellen O’Connor Vos

of Compensation Committee

of Audit Committee

of Nominating and Governance Committee

The principal occupations

and positions for at least the past five years of our directors and executive officers are described below.

There are no family relationships

among any of our directors or executive officers.

Paul DiPerna.

DiPerna has been our chairman, chief executive officer, chief financial officer, secretary and treasurer since we acquired Quasuras,

“Jeb” Besser .

Besser has served as our chief executive officer since February 23, 2022 and combines over 25 years

of experience in alternative investments, strategic advisory, corporate strategy and corporate governance.

Since 1999, he has been a

Managing Member at Manchester Management Company, LLC (Manchester), an investment management firm.

Besser is also currently a director

of River Stone Biotech, a development stage specialty bioprocessing company.

He holds a B.A.

in history from Brown University.

Besser is qualified to serve as member of our board of directors due to his extensive prior experience conducting financial

analysis of public companies (certain of which were in the development stage), including such public companies’ management teams,

products, including products in the development stage, the potential markets for such products and other factors that could affect the

likelihood and timing of success and market penetration of such entities’ products as well as his capital raising activities.

believe this provides us with valuable insights into the financial markets and investment criteria of institutional and other investors

as well as capital raising activities.

DiPerna has been our chairman, chief financial officer, president and treasurer

since we acquired Quasuras, Inc.

(Quasuras) in July 2017.

In 2015, he founded Quasuras, an early-stage medical device company developing an insulin pump product,

and, until its acquisition by us, he served as its chief executive officer and chairman.

He also served as our chief executive officer from July 2017 until August 2021.

In 2015, he founded Quasuras, an early-stage medical device company developing an insulin pump product, and, until its acquisition by

us, he served as its chief executive officer and chairman.

Prior to that, Mr.

DiPerna founded Fuel

Source Partners, LLC to incubate early stage medical device products and accumulate technical talent.

Our current pump product

was one of such proposed products and was spun-out to Quasuras in 2015.

From 2012 to 2015, he served as a co-inventor at a private

company with property rights in a medical device used for blood borne infection control called the Curos Cap, which was acquired

by 3M Corporation.

DiPerna founded Tandem Diabetes Care, Inc.

(Tandem) and held various positions, including as director,

chief executive officer and chief technology officer and was primarily responsible for the design concept and development of Tandem’s

initial insulin pump.

Prior to that, he held executive and management positions at Baxter Healthcare Corporation (Baxter) where

he was tasked with identifying synergistic opportunities in the diabetes industry.

DiPerna founded Fuel Source Partners, LLC to incubate early

stage medical device products and accumulate technical talent.

Our current pump product was one of such proposed products and was spun-out

to Quasuras in 2015.

From 2012 to 2015, he served as a co-inventor at a private company with property rights in a medical device used

for blood borne infection control called the Curos Cap, which was acquired by 3M Corporation.

DiPerna founded Tandem Diabetes

(Tandem) and held various positions, including as director, chief executive officer and chief technology officer and was primarily

responsible for the design concept and development of Tandem’s initial insulin pump.

Prior to that, he held executive and management

positions at Baxter Healthcare Corporation (Baxter) where he was tasked with identifying synergistic opportunities in the diabetes industry.

As a result, Mr.

DiPerna developed substantial

expertise and knowledge in the diabetes industry and led attempts by Baxter to acquire three insulin pump manufacturers.

he held mechanical design engineering positions in the automated test equipment and blood separation sciences industries.

DiPerna holds a number of patents and patents pending and is a member of the American Diabetes Association.

DiPerna received

a Masters in Engineering Management from Northeastern University and a B.S.

in Mechanical Engineering from the University of Lowell.

We believe that Mr.

DiPerna is qualified to serve as the chairman of our board of directors due to his extensive knowledge and

experience in the medical device industry generally, and, in particular, with regard to insulin pumps and the diabetes industry,

as well as his management and leadership experience from holding director and senior executive positions in other public and private

companies and leading project development teams of medical device companies.

Burns was appointed to our board of directors in January 2019.

Since that time, he has also been the Chief Executive Officer

of Endo-TAGSS, LLC, a privately-held company developing a novel surgical access system for treatment of gastrointestinal diseases.

From December 2017 to December 2018, Mr.

Burns was the Chief Executive Officer of CuraSeal Inc., a privately-held regenerative

medical company.

From January 2014 to March 2018, he was the Vice President, Global Sales and Marketing for Dextera Surgical Inc.,

which marketed the world’s smallest surgical stapler.

Dextera Surgical Inc.

filed for bankruptcy protection on December

11, 2017 and was subsequently sold to B.

Braun Aesculap in 2018.

From January 2013 to September 2016, Mr.

Burns was the managing

member and majority interest holder in Bensi Flemington LLC, which operated a restaurant in Flemington, New Jersey.

Bensi Flemington

LLC filed for bankruptcy protection on August 11, 2015.

Prior to that, Mr.

Burns held a variety of commercial leadership roles

at Ethicon and various early stage medical device companies.

Burns received a B.A.

in Economics from the College of the Holy

Cross and an Executive MBA from the Weatherhead School of Management at Case Western Reserve University.

DiPerna developed substantial expertise and knowledge in the diabetes industry and led attempts by Baxter to acquire

three insulin pump manufacturers.

Previously, he held mechanical design engineering positions in the automated test equipment and blood

separation sciences industries.

DiPerna holds 70 patents in medical device and microfluidic technology and has achieved numerous

product clearances with the FDA.

He has also achieved multiple successful exits with previous companies.

DiPerna received a Masters

in Engineering Management from Northeastern University and a B.S.

in Mechanical Engineering from the University of Massachusetts and

has spent over 35 years in the medical-device industry.

We believe that Mr.

is qualified to serve as a member of our board of directors due to his extensive experience and background in developing and launching

new medical technologies, commercial strategy, marketing and branding, as well as his experience in metabolic health.

DiPerna is qualified to serve as the chairman of our board

of directors due to his extensive knowledge and experience in the medical-device industry generally, and, in particular, with regard

to insulin pumps and the diabetes industry, as well as his management and leadership experience from holding director and senior executive

positions in other public and private companies and leading project development teams of medical device companies.

Febbo was appointed to our board of directors in January 2020.

He is currently the Chief Executive

Officer and a director of OptimizeRx Corporation, a digital health company focused on bringing life sciences support to patients

and providers, having joined the company in 2016.

Febbo founded Plexuus, LLC, a payment processing business for medical professionals

in September 2015 and remained its Chairman from September 2015 to December 2020.

From April 2007 to September 2015, he

served as Chief Operating Officer of Merriman Holdings, Inc., an investment banking firm, where he assisted with capital raises

in the technology, biotechnology, clean technology, consumer and resources industries.

Febbo was a co-founder of, and from

September 2013 to September 2015 served as Chief Executive Officer of, Digital Capital Network, Inc.

a transaction platform for

institutional and accredited investors.

He was a co-founder of, and from January 1999 to September 2015 was Chief Executive Officer

of, MedPanel, LLC, a provider of market intelligence and communications for the pharmaceutical, biomedical, and medical device

is currently the Chief Executive Officer and a director of OptimizeRx Corporation, a digital health company focused on bringing life

sciences support to patients and providers, having joined the company in 2016.

Since April 2022, he has served as member of the board

of directors of Augmedix, Inc., a Nasdaq-listed provider of automated medical documentation and data services.

Febbo founded Plexuus,

LLC, a payment processing business for medical professionals in September 2015 and remained its Chairman from September 2015 to December

From April 2007 to September 2015, he served as Chief Operating Officer of Merriman Holdings, Inc., an investment banking firm,

where he assisted with capital raises in the technology, biotechnology, clean technology, consumer and resources industries.

was a co-founder of, and from September 2013 to September 2015 served as Chief Executive Officer of, Digital Capital Network, Inc.

transaction platform for institutional and accredited investors.

He was a co-founder of, and from January 1999 to September 2015 was

Chief Executive Officer of, MedPanel, LLC, a provider of market intelligence and communications for the pharmaceutical, biomedical, and

medical device industries.

Since 2017, Mr.

Febbo has been a faculty member of the Massachusetts Institute of Technology’s linQ program,

which is a collaborative initiative focused on increasing the potential of innovative research to benefit society and the economy.

Since 2004, he has been a board member of the United Nations Association of Greater Boston, a resource for the citizens of Greater

Boston on the broad agenda of critical global issues addressed by the United Nations and its agencies.

Febbo has been a faculty member of the Massachusetts Institute of Technology’s linQ

program, which is a collaborative initiative focused on increasing the potential of innovative research to benefit society and the economy.

Since 2004, he has been a board member of the United Nations Association of Greater Boston, a resource for the citizens of Greater Boston

on the broad agenda of critical global issues addressed by the United Nations and its agencies.

He holds a B.A.

in international studies

and Spanish from Dickinson College.

We believe that Mr.

Febbo is qualified to serve on our board of directors because of his wealth of

experience in building and managing health services and financial businesses.

Febbo brings more than 20 years of experience in building

and managing health services and financial businesses.

On January 29, 2018,

2018, the Financial Industry Regulatory Authority (FINRA) accepted a Letter of Acceptance, Waiver and Consent (the Consent) submitted by

the Financial Industry Regulatory Authority (FINRA) accepted a Letter of Acceptance, Waiver and Consent (the Consent) submitted by Mr.

Without admitting or denying the findings, Mr.

Febbo consented to the sanctions and to the entry of findings that he

permitted Merriman Capital, Inc.

Febbo consented to the sanctions and to the entry of findings that he permitted

Merriman Capital, Inc.

to conduct a securities business while below its net capital requirement.

From August 2012 to

October 2015, he was the Financial and Operations Principal (FinOp) for a registered broker-dealer, Merriman Capital, Inc.

During certain months, while Mr.

Febbo was FinOp, FINRA found that certain of Merriman’s net capital filings with

FINRA were inaccurate because of the method by which Merriman calculated net capital and that, when corrected, it was retroactively

determined that Merriman had operated below its minimum net capital requirements.

Febbo, as FinOp, signed certain of these

reports and was thus held responsible.

Based on the Consent, in settlement, Mr.

Febbo, who was then no longer registered with any

broker-dealer, accepted a fine of $5,000, a 10-business day suspension from acting as FinOp for any FINRA member and required to

requalify by examination for the Series 27 license before again acting in a FinOp capacity.

qualified to serve on our board of directors because of his wealth of experience in building and managing health services and

financial businesses.

Febbo brings more than 20 years of experience in building and managing health services and financial

From August 2012 to October 2015, he

was the Financial and Operations Principal (FinOp) for a registered broker-dealer, Merriman Capital, Inc.

During certain

months, while Mr.

Febbo was FinOp, FINRA found that certain of Merriman’s net capital filings with FINRA were inaccurate because

of the method by which Merriman calculated net capital and that, when corrected, it was retroactively determined that Merriman had operated

below its minimum net capital requirements.

Febbo, as FinOp, signed certain of these reports and was thus held responsible.

on the Consent, in settlement, Mr.

Febbo, who was then no longer registered with any broker-dealer, accepted a fine of $5,000, a 10-business

day suspension from acting as FinOp for any FINRA member and required to requalify by examination for the Series 27 license before again

acting in a FinOp capacity.

Felsher was appointed to our board of directors in November 2021.

an experienced executive with respect to finance, administration, governance and other aspects of public and private company management.

He has served as a member of the board of directors of Signal Hill Acquisition Corp., a special purpose acquisition company, since March

From August 2018 to July 2020, he served as a member of the board of directors of Sito Mobile, Inc., a publicly-traded company

that provided customized, data-driven solutions for brands spanning all forms of media.

From January 2011 to June 2019, Mr.

a senior advisor at Quadrangle Group LLC, a private investment firm focused on the information and communications technology sectors.

He spent a substantial portion of his career with Grey Global Group Inc., a global marketing services company, where he served as a senior

executive from 1979 until 2007, most recently as vice chairman and chief financial officer.

He holds a BA in classical Greek from Dickinson

College and a J.D.

from Yale University School of Law.

We believe that Mr.

Felsher is qualified to serve on our board of directors because

of his extensive business experience with administration, governance, capital allocation and other aspects of public and private company

Frank was appointed to our board of directors in April 2017.

Frank has worked with Manchester since May

2002, and, prior to such time, he was a founder and managing director at First Principles Group, a boutique consultancy and principal

investor specializing in corporate restructuring, restarts, intellectual property assessment and salvage, and spin outs.

to such time, Mr.

Frank spent approximately five years as an analyst and portfolio manager at Hollis Capital, a San Francisco

based hedge fund and prior thereto, Mr.

Frank worked for an independent private client group at Paine Webber specializing in primary

research to develop investment ideas (particularly short sale ideas) for institutional clients.

Prior to his employment at Paine

worked with Manchester, LP since May 2002, and, prior to such time, he was a founder and managing director at First Principles Group,

a boutique consultancy and principal investor specializing in corporate restructuring, restarts, intellectual property assessment and

salvage, and spin outs.

Prior to such time, Mr.

Frank spent approximately five years as an analyst and portfolio manager at Hollis Capital,

a San Francisco based hedge fund and prior thereto, Mr.

Frank worked for an independent private client group at Paine Webber specializing

in primary research to develop investment ideas (particularly short sale ideas) for institutional clients.

Prior to his employment at

Paine Webber, Mr.

Frank was a currency trader for Eastern Vanguard.

Frank holds a BA in Economics and in Political Science from

Brown University.

Frank holds a BA in Economics and in Political Science from Brown

We believe that Mr.

Frank is qualified to serve as member of our board of directors due to his extensive prior

experience conducting financial analysis of public companies (certain of which were in the development stage), including such

public companies’

management teams, products, including products in the development stage, the potential markets for such

products and other factors that could affect the likelihood and timing of success and market penetration of such entities’

products as well as his capital raising activities.

We believe this provides us with valuable insights into the financial markets

and investment criteria of institutional and other investors as well as capital raising activities.

Carmen Volkart.

Volkart was appointed to our board of directors in December 2019.

She has served as chief financial officer of Natureworks

LLC, an advanced materials company offering a portfolio of renewably-sourced polymers, since October 2018.

From October 2012 to

July 2018, Ms.

Volkart served as chief financial officer and, for a portion of that time, as senior vice president of commercialization

for NxThera, Inc., a medical device company pioneering the application of convective radiofrequency thermotherapy to treat endurological

She served as global chief financial officer of Tornier N.V.

from 2010 to 2012, and was chief operating and financial

officer, corporate secretary, compliance officer and treasurer of Spine Wave, Inc.

Frank is qualified to serve as member of our board of directors due to his extensive prior experience

conducting financial analysis of public companies (certain of which were in the development stage), including such public companies’

management teams, products, including products in the development stage, the potential markets for such products and other factors that

could affect the likelihood and timing of success and market penetration of such entities’ products as well as his capital raising

We believe this provides us with valuable insights into the financial markets and investment criteria of institutional and

other investors as well as capital raising activities.

Sheibley was appointed to our board of directors in November 2021.

is an experienced executive and venture capitalist.

Since 2011, he has served as a principal at Alumni Investment Partners, a private

From 1981 to 2010, Mr.

Sheibley served as a management and technology consultant with Accenture, where he focused on the

life sciences area, holding a variety of leadership positions, including North American industry director for life sciences and global

lead for management consulting.

Sheibley holds a B.S.

in industrial and systems engineering with a business minor from Lehigh University.

We believe that Mr.

Sheibley is qualified to serve on our board of directors because of his extensive business experience in the life

sciences area and experience with venture capital investment and consulting, including financing transactions for early-stage and scale-up

stage companies, assisting with scale-up strategy/execution, and participating as a board member in the medical products industry.

appointed to our board of directors in December 2019.

She has served as chief financial officer of Natureworks LLC, an advanced materials

company offering a portfolio of renewably-sourced polymers, since October 2018.

Volkart served as a member of the board of directors,

including as a member of the audit committee of Antares Pharma, Inc., a Nasdaq-listed, specialty pharmaceutical company, from October

2021 to May 2022, when it was acquired by another Nasdaq-listed company.

From October 2012 to July 2018, she served as chief financial

officer and, for a portion of that time, as senior vice president of commercialization for NxThera, Inc., a medical device company pioneering

the application of convective radiofrequency thermotherapy to treat endurological conditions.

Volkart served as global chief financial

officer of Tornier N.V.

from 2010 to 2012, and was chief operating and financial officer, corporate secretary, compliance officer and

treasurer of Spine Wave, Inc.

from 2006 to 2010.

Prior to 2006, Ms.

held various executive and financial positions at American Medical, Inc., Medtronic, Inc.

Prior to 2006, she held various executive and financial positions at American Medical

Systems, Inc., Medtronic, Inc.

and Honeywell, Inc.

She holds a B.S.

in accounting from the University of North Dakota and an MBA with a concentration in strategic management from the University

of Minnesota.

Volkart is qualified to serve on our board of directors because of her substantial financial and public-company

experience, as she has served as chief financial officer at multiple medical device and other companies.

The names of our executive officers

and certain information about them are set forth either above or below:

Chief Executive

Officer, Chief Financial Officer, Secretary, Treasurer and Director (Chairman of the Board of Directors)

Chief Commercial Officer

Stephen Daly.

Daly became our Chief Commercial Officer in March 2020.

From December 2014 until February 2020, he served as U.S.

General Manager

for Adocia, a clinical-stage, French biotechnology company.

Before joining Adocia, Mr.

Daly served in senior roles for the commercialization

of therapeutics in the diabetes and metabolism fields at companies such as Halozyme, Amylin Pharmaceuticals and Affymax.

to his industry-specific experience in diabetes and metabolism, he held portfolio planning and commercialization roles in the

generic and biosimilar marketplace for Baxter International and Sicor, a division of Teva Pharmaceuticals.

a Bachelor of Science in business administration (finance and information systems) from Northeastern University.

Involvement in Legal Proceedings

regard to Messrs.

Burns and Febbo, to our knowledge, none of our executive officers or our directors has, during the last ten

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or

business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or

within two years prior to that time;

· been subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state

authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,

securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons

engaged in any such activity;

· been found by a court of

competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal

or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

· been the subject of, or a

party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended

or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any

federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money

penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

Volkart holds a B.S.

in accounting from the University of North Dakota

and an MBA with a concentration in strategic management from the University of Minnesota.

We believe that Ms.

Volkart is qualified to

serve on our board of directors because of her substantial financial and public-company experience, as she has served as chief financial

officer at multiple medical device and other companies.

O’Connor Vos.

Vos was appointed to our board of directors in May 2021 and served as

our chief executive officer from August 2021 until February 23, 2022.

Vos has served as a member of VosHealth LLC since November

Prior to that, she served as the president and chief executive officer of the Muscular Dystrophy Association from October 2017

to November 2020.

Previously, Ms.

Vos had been chief executive officer of ghg | greyhealth group from 1996 to 2017, and she has been

a champion of using digital capabilities to improve the public health.

Vos also serves on the board of OptimizeRX Corporation, a

publicly-traded digital health company, and the Jed Foundation, a leading nonprofit dedicated to protecting the emotional health of college

students, and was a founding board member of MMRF, a pioneering cancer research foundation.

Vos holds a B.S.

in nursing from Alfred

We believe that Ms.

Vos is qualified to serve on our board of directors because of her executive experience and extensive

executive skills in digital marketing, commercialization and communications in the healthcare industry.

in Legal Proceedings

Except with regard

Febbo, to our knowledge, none of our executive officers or our directors has, during the last ten years:

any bankruptcy petition filed by or against the business or property of the person, or of

any partnership, corporation or business association of which he was a general partner or

executive officer, either at the time of the bankruptcy filing or within two years prior

to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction or federal or state authority, permanently or temporarily

enjoining, barring, suspending or otherwise limiting, his or her involvement in any type

of business, securities, futures, commodities, investment, banking, savings and loan, or

insurance activities, or to be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity

Futures Trading Commission to have violated a federal or state securities or commodities

law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment,

decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement

of a civil proceeding among private litigants), relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent

cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

· been the subject of, or a

party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined

in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act),

or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

To our knowledge,

there are no material proceedings to which any director, officer or affiliate of ours, any owner of record or beneficially of

more than 5% of any class of voting securities of us, or any associate of any such director, officer, affiliate of ours, or security

holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act),

or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

To our knowledge, there

are no material proceedings to which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5%

of any class of voting securities of us, or any associate of any such director, officer, affiliate of ours, or security holder is a party

adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

for Appointment of Directors and Officers

the Reorganization and Share Exchange Agreement dated as of July 24, 2017, by and among us, Quasuras, Mr.

DiPerna and the other

stockholders of Quasuras (the Share Agreement), until July 24, 2022, our board of directors shall consist of no more than five

and no less than two directors of which (i) Manchester has the right to appoint two directors, pursuant to which Manchester appointed

Pursuant to the Reorganization

and Share Exchange Agreement dated as of July 24, 2017, by and among us, Quasuras, Mr.

DiPerna and the other stockholders of Quasuras

(the Share Agreement), until July 24, 2022, our board of directors shall consist of no more than five and no less than two directors

of which (i) Manchester has the right to appoint two directors, pursuant to which Manchester appointed Mr.

Frank and Ms.

Volkart and (ii) Mr.

DiPerna, in addition to being our chairman of the board, has the right to appoint two additional

directors, pursuant to which he appointed Messrs.

DiPerna, in addition to being our chairman of the board, has the right to appoint two additional directors, pursuant to which

he appointed Messrs.

Burns and Febbo.

In May 2021, the parties amended the Share Agreement and removed

Manchester’s and Mr.

DiPerna’s rights to appoint directors.

In May 2021, the parties amended the Share Agreement and removed Manchester’s and Mr.

rights to appoint directors.

In addition, the parties agreed that Mr.

DiPerna shall

remain chairman of our board of directors until July 2022;

DiPerna shall remain chairman of our board of directors until July

provided, that in the event Mr.

DiPerna resigns or is otherwise replaced

as our chief executive officer, Mr.

DiPerna shall remain as chairman of our board of directors for an additional period of three

Following such amendment, our board of directors increased the size of the board to six members and, on May 18, 2021, appointed

Ellen O’Connor Vos as director to our board.

The DiPerna Employment and Related

We entered into

an employment agreement dated August 1, 2018, with Mr.

DiPerna resigns or is otherwise replaced as our chief executive officer, Mr.

DiPerna shall remain

as chairman of our board of directors for an additional period of three years.

Following such amendment, our board of directors increased

the size of the board to six members and, on May 18, 2021, appointed Ellen O’Connor Vos to our board.

DiPerna Employment and Related Agreements

We entered into an

employment agreement dated August 1, 2018, with Mr.

DiPerna pursuant to which Mr.

DiPerna is employed by us as our chief executive

officer and president for an initial 2-year term with automatic one-year renewals.

Pursuant to such agreement, we agreed to pay

i) an annual salary of $200,000 in cash, ii) $100,000 per year in fully-vested stock options granted monthly at an

exercise price determined by our board of directors in its sole discretion and iii) an annual bonus of $300,000, payable at the

discretion of our board of directors, either in shares or in cash.

If the board chooses to pay the bonus in shares, such shares

will be valued at a price determined by our board of directors.

Pursuant to such employment agreement (i) if (a) we terminate

DiPerna’s employment without cause or he resigns with good reason, we will pay Mr.

DiPerna a lump sum of $200,000, and

(b) we terminate Mr.

DiPerna’s employment for cause, we are not obligated to make any severance payment and Mr.

will receive only his base compensation through the last day of his employment, (ii) upon Mr.

DiPerna’s death or disability,

he will receive his base compensation through the last day of his employment and will remain eligible for all applicable benefits

relative to death or disability pursuant to any plans that we have in place at such time, and (iii) upon a change of control (as

defined in the employment agreement), Mr.

DiPerna will be paid a lump sum of $100,000 within sixty days of the time at which such

change of control takes place.

DiPerna was employed by us as our chief executive officer

and president for an initial 2-year term with automatic one-year renewals.

Pursuant to such agreement, we agreed to pay Mr.

i) an annual salary of $200,000 in cash, ii) $100,000 per year in fully-vested stock options granted monthly at an exercise price determined

by our board of directors in its sole discretion and iii) an annual bonus of $300,000, payable at the discretion of our board of directors,

either in shares or in cash.

If the board chooses to pay the bonus in shares, such shares will be valued at a price determined by our

board of directors.

Pursuant to such employment agreement (i) if (a) we terminate Mr.

DiPerna’s employment without cause or he

resigns with good reason, we will pay Mr.

DiPerna a lump sum of $200,000, and (b) we terminate Mr.

DiPerna’s employment for cause,

we are not obligated to make any severance payment and Mr.

DiPerna will receive only his base compensation through the last day of his

employment, (ii) upon Mr.

DiPerna’s death or disability, he will receive his base compensation through the last day of his employment

and will remain eligible for all applicable benefits relative to death or disability pursuant to any plans that we have in place at such

time, and (iii) upon a change of control (as defined in the employment agreement), Mr.

DiPerna will be paid a lump sum of $100,000 within

sixty days of the time at which such change of control takes place.

we amended our employment agreement with Mr.

DiPerna to provide that in the event of a change in control:

· within 60 days of the date

the change in control occurs, Mr.

DiPerna shall be paid by us or our successor in interest a lump sum cash payment equal to 12

months of Mr.

DiPerna’s then annual Base Compensation (as defined in the employment agreement);

· immediately prior to such

change of control, any unvested stock options or other unvested securities of ours issued to Mr.

DiPerna shall automatically accelerate

and immediately become fully vested and exercisable.

In June 2020,

our board of directors approved an amendment to the employment agreement to provide that Mr.

DiPerna’s base salary would

be paid entirely in cash commencing July 1, 2020.

60 days of the date the change in control occurs, Mr.

DiPerna shall be paid by us or our

successor in interest a lump sum cash payment equal to 12 months of Mr.

DiPerna’s then

annual Base Compensation (as defined in the employment agreement);

· immediately

prior to such change of control, any unvested stock options or other unvested securities

of ours issued to Mr.

DiPerna shall automatically accelerate and immediately become fully

vested and exercisable.

In June 2020, our board

of directors approved an amendment to the employment agreement to provide that Mr.

DiPerna’s base salary would be paid entirely

in cash commencing July 1, 2020.

The payment of the additional cash component of Mr.

DiPerna’s annual base

salary ($8,333.33 per month) shall initially be deferred (the Deferred Salary) and accrue for Mr.

DiPerna’s benefit until

the Company has received $5,000,000 of cumulative gross proceeds of financing, at which time the Deferred Salary shall be paid

DiPerna and the salary deferrals will cease.

2021, our board of directors authorized a $50,000 bonus for Mr.

DiPerna for fiscal 2021.

of control occurred on March 31, 2021, under his employment agreement, Mr.

DiPerna would be entitled to the following:

· payment of a lump sum of

$300,000 within 60 days of the time at which such change of control takes place;

· accelerated vesting of 183,333

shares of common stock under an unvested stock option.

The value of the shares subject to accelerated vesting is calculated as

the intrinsic value per share multiplied by the number of shares that would become fully vested upon a change of control.

intrinsic value per share would be calculated as the excess of the closing price of the common stock of $5.25 on the OTCQB Venture

Market on March 31, 2021 over the exercise price of the option.

As of March 31, 202, the intrinsic value was approximately $550,000.

In connection

with our acquisition of Quasuras, we entered into an Intellectual Property Transfer Agreement dated as of July 24, 2017, with

Quasuras and Mr.

DiPerna’s annual base salary ($8,333.33 per

month) was initially be deferred (the Deferred Salary) and accrue for Mr.

DiPerna’s benefit until the Company has received $5,000,000

of cumulative gross proceeds of financing, at which time the Deferred Salary shall be paid to Mr.

DiPerna and the salary deferrals will

The salary deferrals ceased and the Deferred Salary was paid to Mr.

DiPerna in May 2021.

In August 2021, Mr.

DiPerna resigned

as our chief executive officer, and he continues to serve as our president, chief financial officer, treasurer and chairman of our board

of directors.

If a change of control

occurred on March 31, 2022, under his employment agreement, Mr.

DiPerna would be entitled to:

of a lump sum of $300,000 within 60 days of the time at which such change of control takes

· accelerated

vesting of 27,778 shares of common stock under an unvested stock option.

The value of the

shares subject to accelerated vesting is calculated as the intrinsic value per share multiplied

by the number of shares that would become fully vested upon a change of control.

The intrinsic

value per share would be calculated as the excess of the closing price of the common stock

of $4.40 on the Nasdaq Capital Market on March 31, 2022 over the exercise price of the option.

As of March 31, 2022, the intrinsic value was zero.

In connection with

our acquisition of Quasuras, we entered into an Intellectual Property Transfer Agreement dated as of July 24, 2017, with Quasuras and

DiPerna, pursuant to which Mr.

DiPerna transferred to us all intellectual property rights owned directly and/or

indirectly by him related to our business.

DiPerna transferred to us all intellectual property rights owned directly and/or indirectly by him

related to our business.

Separately, we agreed to pay Mr.

DiPerna, as part of his compensation for services

to be performed for us, pursuant to a royalty agreement, certain fees based upon future sales, if any, of our potential product

subject to a maximum $10,000,000 cap on the aggregate amount of fees that Mr.

DiPerna, as part of his compensation for services to be performed for us, pursuant

to a royalty agreement, certain fees based upon future sales, if any, of our potential product subject to a maximum $10,000,000 cap on

the aggregate amount of fees that Mr.

DiPerna could earn from such arrangement.

Communications with our Board

Our stockholders

may send correspondence to our board of directors to the attention of our corporate secretary at the address set forth on the

cover page of this Annual Report on Form 10-K.

Our corporate secretary will forward stockholder communications to our board of

directors prior to the board of director’s next scheduled meeting following the receipt of the communication.

Corporate Governance

Board Leadership Structure

and Role in Risk Oversight

Due to the small

size and early stage of the Company, we have not adopted a formal policy on whether the chairman and chief executive officer positions

should be separate or combined.

Vos Employment Agreement

On August 11, 2021,

we entered into a two-year employment agreement (the Agreement) with Ms.

Vos for her service as our chief executive officer, and the

Agreement renews for one-year terms, unless either party provides the other with 90-day prior written notice of termination.

The Agreement

provided that Ms.

Vos was entitled to total base compensation of $300,000 annually, as follows:

a cash salary of $250,000 per year (the

Cash Salary), plus deferred salary of $50,000 per year (the Deferred Salary and, together with the Cash Salary, the Base Compensation).

February 23, 2022, Ms.

Vos informed our board of directors that she was resigning from her position as our chief executive officer,

effective immediately (the Resignation).

In connection with the Resignation, we and Ms.

Vos entered into a Severance and Release

Agreement dated February 23, 2022 (the Separation Agreement).

Pursuant to the Separation Agreement, Ms.

Vos is entitled to receive

separation payments in an aggregate gross amount of $375,000.

Under the terms of the Separation Agreement, the vesting of an option

to purchase 362,452 shares of the Company’s common stock, which was granted to Ms.

Vos on August 11, 2021, ceased

on May 24, 2022 and the remaining unvested shares were forfeited.

Communications

with our Board of Directors

Stockholders who desire

to communicate with the board of directors, or a specific director, may do so by sending the communication addressed to either the corporate

secretary, the board of directors or any individual director, c/o Modular Medical, Inc., 16772 West Bernardo Drive, San Diego, California

These communications will be delivered to the board of directors, or any individual director, as specified.

Leadership Structure and Role in Risk Oversight

Due to the small size

and early stage of the Company, we have not adopted a formal policy on whether the chairman and chief executive officer positions should

be separate or combined.

Since 2017, Mr.

DiPerna has been serving as our chairman, and, since February 23, 2022, Mr.

Besser has been

serving as our chief executive officer.

Our board of directors has oversight responsibility for our risk management processes.

of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate,

regarding our assessment of risks.

Our board of directors will focus on the most significant risks facing us and our general risk

management strategy, and also ensure that risks undertaken by us are consistent with our appetite for risk.

While our board of

directors oversees our risk management processes, management is responsible for day-to-day risk management processes.

this division of responsibilities is the most effective approach for addressing the risks facing us and that the leadership structure

of our board of directors supports this approach.

Our board of directors established

the audit committee for the purpose of overseeing the accounting and financial reporting processes and audits of our financial

The audit committee also is charged with reviewing any internal control violations under our whistleblower policy

are directed to the members of the audit committee.

The responsibilities of our audit committee are described in the Audit Committee

Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

Volkart and Liam Burns are the current members of the Audit Committee.

Volkart serves as the chairperson and has been designated

by the board of directors as the “audit committee financial expert,”

as defined by Item 407(d)(5) of Regulation S-K

under the Securities Act of 1933, as amended, and the Exchange Act.

That status does not impose duties, liabilities or obligations

that are greater than the duties, liabilities or obligations otherwise imposed on her as a member of the audit committee and the

board of directors, however.

Our board of directors has determined that she is an independent director, as determined in accordance

with Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act).

Volkart is responsible for review

and pre-approval of services proposed to be provided by our independent registered public accounting firm.

directors established a compensation committee in January 2020 for the purpose of reviewing,

recommending and approving our compensation policies and benefits, including the compensation of all of our executive officers

and directors .

William Febbo, Morgan Frank and Carmen

of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate, regarding

our assessment of risks.

Our board of directors will focus on the most significant risks facing us and our general risk management strategy,

and also ensure that risks undertaken by us are consistent with our appetite for risk.

While our board of directors oversees our risk

management processes, management is responsible for day-to-day risk management processes.

We believe this division of responsibilities

is the most effective approach for addressing the risks facing us and that the leadership structure of our board of directors supports

this approach.

We have established

an audit committee, a compensation committee, and a nominating and governance committee.

Each committee’s members and functions

are described below.

directors established the audit committee (the Audit Committee) for the purpose of overseeing the accounting and financial reporting

processes and audits of our financial statements.

The Audit Committee also is charged with reviewing any internal control violations

under our whistleblower policy.

The responsibilities of our audit committee are described in the Audit Committee Charter adopted by our

board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

Sheibley are the current members of the Audit Committee.

Felsher serves as the chairperson and has been designated by the

board of directors as the “audit committee financial expert,” as defined by Item 407(d)(5) of Regulation S-K under the Securities

Act of 1933, as amended, and the Exchange Act.

That status does not impose duties, liabilities or obligations that are greater than the

duties, liabilities or obligations otherwise imposed on her as a member of the audit committee and the board of directors, however.

board of directors has determined that each of our Audit Committee members satisfies the “independence” requirements of the

Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act.

Our board of directors

established a compensation committee for the purpose of reviewing, recommending

and approving our compensation policies and benefits, including the compensation of all of our executive officers and directors .

Febbo and Ms.

Volkart are the current members of the compensation committee, and Mr.

Febbo serves as the chairperson.

compensation committee is responsible for reviewing, recommending and approving our compensation policies and benefits, including

the compensation of all of our executive officers and directors, and it also has the principal responsibility for the administration

of our equity incentive plan.

The responsibilities of our compensation committee are more fully described in the Compensation

Committee Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

Nominations Process

We do not have

a nominating committee, as we are a small company.

Prior to May 2021, Manchester and Mr.

DiPerna had the right to appoint directors

to our board of directors, as discussed above.

Instead of having such a committee, Messrs.

DiPerna and Frank would identify and

evaluate qualified individuals to become nominees for director and board committee members.

When new candidates

for our board of directors are sought, our board of directors evaluates each candidate for nomination as a director within the

context of the needs and the composition of the board of directors as a whole.

Our board of directors conducts any

appropriate and necessary inquiries into the backgrounds and qualifications of candidates.

When evaluating director nominees,

our board of directors generally seeks to identify individuals with diverse, yet complementary business backgrounds.

we have no formal policy regarding diversity, our directors consider both the personal characteristics and experience of director

nominees, including each nominee’s independence, diversity, age, skills, expertise, time availability and industry background

in the context of the needs of the board of directors and the Company.

The board of directors believes that director nominees

should exhibit proven leadership capabilities and experience at a high level of responsibility within their chosen fields, and

must have the experience and ability to analyze the complex business issues facing us, and specifically, the issues inherent in

the medical device industry.

In addition to business expertise, the board of directors requires that director nominees have the

highest personal and professional ethics, integrity and values and, above all, are committed to representing the long-term interests

of our stockholders and other stakeholders.

Delinquent Section 16(a) Reports

our compensation committee members satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence

standards under Rule 10A-3 under the Exchange Act.

compensation committee is responsible for reviewing, recommending and approving our compensation policies and benefits, including the

compensation of all of our executive officers and directors, and it also has the principal responsibility for the administration of our

equity incentive plan.

The responsibilities of our compensation committee are more fully described in the Compensation Committee Charter

adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

and Corporate Governance Committee

The Nominating and

Governance Committee consists of Mr.

Sheibley and Mr.

Felsher, and Mr.

Sheibley serves as the chairperson.

Each of the members of our

Nominating and Governance Committee satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence

standards under Rule 10A-3 under the Exchange Act.

The Nominating and Governance Committee will consider persons recommended by stockholders

for inclusion as nominees for election to our board of directors if the information required by our bylaws is submitted in writing in

a timely manner addressed and delivered to our secretary at the address of our executive offices.

The Nominating and

Governance Committee will identify and evaluate nominees for our board of directors, including nominees recommended by stockholders,

based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization,

relevant technical skills, diversity, and the extent to which the nominee would fill a present need on our board of directors.

The responsibilities

of our Nominating and Governance committee are more fully described in the Nominating and Governance Committee Charter adopted by our

board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

of Business Conduct and Ethics for Employees, Executive Officers and Directors

We have adopted a Code

of Business Conduct and Ethics, or the Code of Conduct, applicable to all of our employees, executive officers and members of our board

of directors.

The Code of Conduct is available on our website at www.modular-medical.com.

Our Nominating and Governance Committee is

responsible for overseeing the Code of Conduct, and our board of directors must approve any waivers of the Code of Conduct.

we intend to post on our website all disclosures that are required by law concerning any amendments to, or waivers from, any provision

of the Code of Conduct.

We seek diversity in

experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our board of directors.

believe directors should have various qualifications, including individual character and integrity;

business experience;

leadership ability;

strategic planning skills, ability, and experience;

requisite knowledge of our industry and finance, accounting, and legal matters;

communications

and interpersonal skills;

and the ability and willingness to devote time to our company.

We also believe the skill sets, backgrounds,

and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience,

background, viewpoints, perspectives, knowledge, and abilities.

Nominees are not to be discriminated against on the basis of race, religion,

national origin, sex, sexual orientation, disability, or any other basis proscribed by law.

The assessment of prospective directors is

made in the context of the perceived needs of our board of directors from time to time.

All of our directors

have held high-level positions in business or professional service firms and have experience in dealing with complex issues.

that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote

sufficient time to the business and affairs of our company.

In addition to these attributes, the description of each director’s

background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each

individual should continue to serve as a director of ours.

Section 16(a) Reports

Section 16(a) of

the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity

securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity

securities of ours.

Directors, executive officers and greater than 10% holders are required by SEC regulation to furnish us with

copies of all Section 16(a) reports they file.

Based on our review of Forms 3 and 4 filed during fiscal 2021 (and

any written representations to us by such persons), we believe that all directors, executive officers and 10% stockholders complied

with all applicable Section 16(a) filing requirements during fiscal 2021, except that:

DiPerna failed to timely

file three Form 4s;

Frank failed to timely

file a Form 4.

the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities

to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of

Directors, executive officers and greater than 10% holders are required by SEC regulation to furnish us with copies of all Section 16(a) reports

Based on our review of Forms 3 and 4 filed during fiscal 2022 (and any written representations to us by such persons),

we believe that all directors, executive officers and 10% stockholders complied with all applicable Section 16(a) filing requirements

during fiscal 2022, except that:

DiPerna failed to timely file a Form 4;

Felsher failed to timely file a Form 3 and a Form 4;

Febbo failed to timely file a Form 4.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

COMPENSATION TABLE

The following table sets forth compensation

1 unchanged sentence

Name and Principal

Paul DiPerna, CEO, CFO, Secretary,

Treasurer and Director(2)

Paul DiPerna, President, Chief Financial Officer,

Treasurer and Chairman (2)

Besser, Chief Executive Officer (5)

Ellen O’Connor Vos, Chief Executive Officer (6)

Stephen Daly, Chief Commercial Officer (8)

(1) Award amounts reflect the

aggregate grant date fair value with respect to awards granted, as determined pursuant to FASB ASC Topic 718.

The assumptions

used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated financial

statements included in item 8 of this Report.

These amounts do not reflect actual compensation earned or to be earned by our named

executive officers.

DiPerna’s annual

salary base was increased from $180,000 to $300,000 in August 2018, under the terms of an employment agreement between us

From August 2018 until June 30, 2020, Mr.

DiPerna’s $300,000 annual salary was paid $200,000 in cash and

$100,000 in fully-vested stock options granted monthly.

In June 2020, our board of directors amended the salary payment composition

effective July 1, 2020, such that the $100,000 component of Mr.

DiPerna’s salary would be deferred until the Company had

achieved $5,000,000 in financing proceeds from a subsequent financing.

(3) Earned as a bonus of which

$22,000 was paid on April 30, 2021, and the remainder will be paid in four quarterly installments commencing on July 15, 2021.

(4) Earned as a bonus, and is

being paid in quarterly installments over the 24-month period that commenced on March 31, 2020.

Daly became our Chief

Commercial Officer in March 2020 at an annual base salary of $250,000.

amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to FASB ASC Topic

The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated

financial statements included in item 8 of this Report.

These amounts do not reflect actual compensation earned or to be earned by

our named executive officers.

August 2018 until June 30, 2020, Mr.

DiPerna’s $300,000 annual salary was paid $200,000 in cash and $100,000 in fully-vested

stock options granted monthly.

payment of $70,833 of deferred salary.

as a bonus of which $22,000 was paid on April 30, 2021, and the remainder was paid in quarterly installments commencing on July 15,

Besser was appointed our chief executive officer in February 2022 and is paid de minimis

compensation of $1.00 per year .

Vos was appointed our chief executive officer in August 2021 at an annual cash salary of $250,000 per year plus deferred salary of

$50,000 per year.

She resigned as our chief executive officer in February 2022.

The compensation amounts disclosed in the table above

exclude amounts paid to Ms.

Vos for her service as a non-employee director.

payment during fiscal 2022 of i) accrued holiday and vacation pay, ii) deferred salary and

iii) three months of salary for the notice period and accrued severance of $300,000 that

will be paid in fiscal 2023.

Daly became our chief commercial officer in

March 2020 at an annual base salary of $250,000.

In February 2021, Mr.

Daly converted to part time and his

annual base salary was reduced to $125,000.

Outstanding Equity Awards at Fiscal

Daly converted to part time, and his annual base salary was

reduced to $125,000.

Daly resigned as our Chief Commercial Officer in September 2021, and we and Mr.

Daly entered into a consulting

arrangement pursuant to which Mr.

Daly provides services to us on a part-time basis.

Equity Awards at Fiscal Year-End

The following

1 unchanged sentence

Unexercisable

option term is ten years, but all of the options expire automatically unless exercised within 90 days after the cessation

standard option term is ten years, but all of the options expire automatically unless exercised within 90 days after the cessation

of service as an employee, director or consultant.

The option was granted

on June 1, 2020, and the shares subject to this option were fully vested on the grant date.

The option was granted

on May 1, 2020, and the shares subject to this option were fully vested on the grant date.

The option was granted

on April 1, 2020, and the shares subject to this option were fully vested on the grant date.

The option was granted

on March 2, 2020, and the shares subject to this option were fully vested on the grant date.

The option was granted

on February 1,2020, and the shares subject to this option were fully vested on the grant date.

The option was granted

on January 1, 2020, and the shares subject to this option were fully vested on the grant date.

The option was granted

on December 1, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on November 1, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on October 1, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on September 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on August 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on July 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on June 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on May 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on April 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on March 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on February 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on January 15, 2019, and the shares subject to this option were fully vested on the grant date.

The option was granted

on December 15, 2018, and the shares subject to this option were fully vested on the grant date.

The option was granted

on November 15, 2018, and the shares subject to this option were fully vested on the grant date.

The option was granted

on October 15, 2018, and the shares subject to this option were fully vested on the grant date.

The option was granted

on September 15, 2018, and the shares subject to this option were fully vested on the grant date.

The option was

granted on August 15, 2018, and the shares subject to this option were fully vested on the grant date.

option was granted on June 1, 2020, and the shares subject to this option were fully vested on the grant date.

option was granted on May 1, 2020, and the shares subject to this option were fully vested on the grant date.

option was granted on April 1, 2020, and the shares subject to this option were fully vested on the grant date.

option was granted on March 2, 2020, and the shares subject to this option were fully vested on the grant date.

option was granted on February 1,2020, and the shares subject to this option were fully vested on the grant date.

option was granted on January 1, 2020, and the shares subject to this option were fully vested on the grant date.

option was granted on December 1, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on November 1, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on October 1, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on September 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on August 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on July 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on June 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on May 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on April 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on March 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on February 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on January 15, 2019, and the shares subject to this option were fully vested on the grant date.

option was granted on December 15, 2018, and the shares subject to this option were fully vested on the grant date.

option was granted on November 15, 2018, and the shares subject to this option were fully vested on the grant date.

option was granted on October 15, 2018, and the shares subject to this option were fully vested on the grant date.

option was granted on September 15, 2018, and the shares subject to this option were fully vested on the grant date.

option was granted on August 15, 2018, and the shares subject to this option were fully vested on the grant date.

option was granted on November 25, 2019, and the shares subject to this option vest monthly over three years commencing January 1, 2020,

subject to continued service as an employee, director or consultant.

option was granted on March 3, 2020, and the shares subject to this option vest as

to 1/3rd of the shares the annual anniversary of the grant date and as to 1/36th of the shares subject to the option on each monthly

anniversary thereafter, subject to continued service as an employee, director or consultant .

Employment Agreements

We have entered

into our standard form of employment, confidential information and invention assignment agreement with each of our named executive

We also have entered into agreements to indemnify our directors and certain executive officers, in addition to the indemnification

provided for in our certificate of incorporation and bylaws.

These agreements, among other things, provide for indemnification

of our directors and certain executive officers for many expenses, including attorneys’

fees, judgments, fines and settlement

amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising

out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or

enterprise to which such person provided services at our request.

Director Compensation

The following table summarizes the

compensation we paid to our non-employee directors in fiscal 2021:

We have entered into

our standard form of employment, confidential information and invention assignment agreement with each of our named executive officers.

We also have entered into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for

in our certificate of incorporation and bylaws.

These agreements, among other things, provide for indemnification of our directors and

certain executive officers for many expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any

such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services

as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which such person provided services

at our request.

Effective April 1,

2021, our board of directors approved our outside (non-employee) director compensation plan (the Director Plan).

Pursuant to the Director

Plan, outside directors are paid the following annual retainers:

for service as a member of the board of directors;

for service as chair of the audit committee;

for service as chair of the compensation committee.

The annual retainers

will be paid in quarterly installments in either cash, options to purchase shares of our common stock or in shares of our common stock,

as directed by each director based on an annual election.

In addition, under the Director Plan, each director will also receive an annual

service equity award of $100,000 paid in quarterly installments in either options to purchase shares of our common stock or shares of

our common stock, as directed by each director based on an annual election.

upon appointment to our board of directors, we award our non-employee directors a stock option grant under our Amended 2017 Equity Incentive

Plan (the 2017 Plan).

During fiscal 2022, we awarded each of the new non-employee directors a stock option to purchase 16,667 shares

of our common stock.

These options vest annually over three years from the date of appointment to our board of directors.

The following table summarizes the compensation earned by our non-employee directors in fiscal 2022:

Restricted Stock

Compensation(3)

Liam Burns(4)

William Febbo

Morgan Frank(3)

Steven Felsher(5)

Philip Sheibley(5)

Carmen Volkart

(1) Award amounts reflect the

aggregate grant date fair value with respect to awards granted, as determined pursuant to FASB ASC Topic 718.

The assumptions

used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated financial

statements included in Item 8 of this Annual Report on Form 10-K.

These amounts do not reflect actual compensation earned or to

be earned by our directors.

(2) As of March 31, 2021,

our non-employee directors each held outstanding options to purchase the following number of shares of our common stock:

Burns, 197,062;

Ellen O’Connor Vos(6)

amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to FASB ASC Topic 718.

The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated

financial statements included in Item 8 of this Annual Report on Form 10-K.

These amounts do not reflect actual compensation earned

or to be earned by our directors.

of March 31, 2022, our non-employee directors each held outstanding options to purchase the following number of shares of our

common stock:

William Febbo, 66,667;

Steven Felsher, 38,084;

Morgan Frank, 100,699 ;

Philip Sheibley, 16,667;

Carmen Volkart;

Frank was granted an

option to purchase 150,000 shares of our common stock in May 2020.

During fiscal

2021, our board of directors had authorized an annual cash retainer fee of $10,000, payable in quarterly installments, for our

non-employee directors, with the exception of Mr.

Frank, as compensation for their service.

Effective April 1, 2021, our board

of directors approved our outside (non-employee) director compensation plan (the Director Plan).

Pursuant to the Director Plan,

outside directors will be paid the following annual retainers:

for service as a member of the board of directors;

for service as chair of the audit committee;

for service as chair of the compensation committee.

The retainers

will be paid in quarterly installments in either cash or in shares of common stock of the Company, as directed by each director

based on an annual election.

In addition, under the Director Plan, each director will also receive an annual service equity award

of $100,000 paid in quarterly installments in either options to purchase shares of the Company’s common stock or shares

of the Company’s common stock, as directed by each director based on an annual election.

upon appointment to our board of directors, we award our non-employee directors a stock option grant under our Amended 2017 Equity

Incentive Plan (the 2017 Plan) ranging from 50,000 to 200,000 shares of our common stock.

These options vest annually over three

years from the date of appointment to our board of directors.

90,558 and Ellen O’Connor Vos, 111,873 .

(3) Represents stock awards;

calculated the estimated fair value of the stock awards issued to our non-employee directors using the closing price per share of our

common stock on the day prior to the grant date in accordance with the Director Plan.

Burns resigned as a director

on December 31, 2021.

Felsher and Sheibley

were appointed to our board of directors on November 29, 2021.

Vos was appointed to our

board of directors in May 2021 and as our chief executive officer in August 2021.

In February 2022, Ms.

Vos resigned as our chief executive

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information as of June 15, 2021 concerning the ownership of our common stock by:

· each shareholder known by

us to be the beneficial owner of more than 5% of the outstanding shares of our common stock (currently our only class of voting

· each of our directors;

· each of our executive officers;

· all directors and executive

officers as a group.

The following

table sets forth certain information as of May 31, 2022 concerning the ownership of our common stock by:

shareholder known by us to be the beneficial owner of more than 5% of the outstanding shares

of our common stock (currently our only class of voting securities);

of our directors;

of our executive officers;

directors and executive officers as a group.

Beneficial ownership

is determined in accordance with Rule 13d-3 of the Exchange Act, and includes all shares over which the beneficial owner exercises

voting or investment power.

Shares that are issuable upon the exercise of options, warrants and other rights to acquire common

stock that are presently exercisable or exercisable within 60 days of June 15, 2021 are reflected in a separate column in the

These shares are taken into account in the calculation of the total number of shares beneficially owned by a particular

holder and the total number of shares outstanding for the purpose of calculating percentage ownership of the particular holder.

We have relied on information supplied by our officers, directors and certain stockholders and on information contained in filings

with the SEC.

Except as otherwise indicated, and subject to community property laws where applicable, we believe, based on information

provided by these persons, that the persons named in the table have sole voting and investment power with respect to all shares

of common stock shown as beneficially owned by them.

The percentage of beneficial ownership is based on 18,966,148 shares of common

stock outstanding as of June 15, 2021.

Unless otherwise

stated, the business address of each of our directors and executive officers listed in the table is 16772 West Bernardo Drive,

San Diego, California 92127.

is determined in accordance with Rule 13d-3 of the Exchange Act, and includes all shares over which the beneficial owner exercises voting

or investment power.

Shares that are issuable upon the exercise of options, warrants and other rights to acquire common stock that are

presently exercisable or exercisable within 60 days of May 31, 2022 are reflected in a separate column in the table below.

are taken into account in the calculation of the total number of shares beneficially owned by a particular holder and the total number

of shares outstanding for the purpose of calculating percentage ownership of the particular holder.

We have relied on information supplied

by our officers, directors and certain stockholders and on information contained in filings with the SEC.

Except as otherwise indicated,

and subject to community property laws where applicable, we believe, based on information provided by these persons, that the persons

named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

The percentage of beneficial ownership is based on 10,911,684 shares of common stock outstanding as of May 31, 2022.

Unless otherwise stated,

the business address of each of our directors and executive officers listed in the table is 16772 West Bernardo Drive, San Diego, California

Name and principal position

3 unchanged sentences

on Exercise of

6,558,906 (3)

JEB Partners, L.P.

4 unchanged sentences

2,720,577 (3)

Sio Capital Management, LLC

Directors and Officers:

2,553,586 (6)

William Febbo

Steven Felsher

2,720,577 (3)

Philip Sheibley

Carmen Volkart

Ellen O’Connor Vos(5)

All current directors and executive officers as a group (8 persons)

* Represents less than 1%

(1) Excludes shares subject to

outstanding options to acquire common stock that are exercisable within 60 days of June 15, 2021.

(2) Represents the number of

shares subject to outstanding options to acquire common stock that are exercisable within 60 days of June 15, 2021.

(3) Includes (i) 269,719 shares

directly held by Mr.

shares subject to outstanding options and warrants to acquire common stock that are exercisable within 60 days of May 31, 2022.

the number of shares subject to outstanding options and warrants to acquire common stock that are exercisable within 60 days of May 31,

(i) 124,750 shares directly held by Mr.

Besser, of which:

(a) 60,277 shares were received in exchange for Mr.

Besser’s shares as a result

of our acquisition of Quasuras and (b) 88,889 shares purchased in the 2018 Placement;

(ii) 5,051,409 held by Manchester Explorer,

(Manchester) of which:

(a) 4,545,455 shares were purchased in a private placement in 2017 (the 2017 Placement), (b) 471,111

shares were purchased in the 2018 Placement, and (c) 34,483 were purchased in the 2020 Placement;

(iii) 1,056,948 shares held

by JEB Partners, L.P.

(JEB Partners) of which (a) 757,576 shares were purchased in the 2017 Placement, (b) 160,000 shares were

purchased in the 2018 Placement and (c) 139,372 shares were purchase in the 2020 Placement;

Besser’s shares as

a result of our acquisition of Quasuras;

(b) 29,630 shares purchased in a private placement in 2018 (the 2018 Placement) and (c) 34,843

shares were purchased in a private placement in 2020 (the 2020 placement);

(ii) 2,218,077 held by Manchester Explorer, L.P.

(a) 1,515,152 shares were purchased in a private placement in 2017 (the 2017 Placement), (b) 157,037 shares were purchased in the 2018

Placement, (c) 11,614 were purchased in the 2020 Placement, (d) 300,000 shares were purchased in a public offering in February 2022,

and (e) 234,274 shares were acquired upon the conversion of a convertible note in February 2022;

(iii) 317,473 shares held by JEB Partners,

of which (a) 252,526 shares were purchased in the 2017 Placement, (b) 53,333 shares were purchased in the 2018 Placement and (c)

11,614 shares were purchased in the 2020 Placement;

and (iv) 60,277 shares held by Mr.

Frank, which shares were received in our acquisition of Quasuras in exchange for Mr.

Frank’s shares of Quasuras.

as the managing member, and Mr.

Frank, as the portfolio manager and consultant of Manchester Management, LLC (MMC), the general

partner of Manchester and JEB Partners, have shared voting and dispositive power over shares held by Manchester and JEB Partners.

The address for Manchester and Mr.

Besser is c/o MMC, 2 Calle Candina, No.

Frank, which shares were received in our acquisition

of Quasuras in exchange for Mr.

Frank’s shares of Quasuras.

Besser, as the managing member, and Mr.

Frank, as the portfolio

manager and consultant of Manchester Management, LLC, (MMC) the general partner of Manchester Explorer, L.P.

and JEB Partners, L.

have shared voting and dispositive power over shares held by Manchester Explorer, L.P.

and JEB Partners, L.P.

The address for Manchester

Explorer, L.P is c/o MMC, 2 Calle Candina, No.

1701, San Juan, Puerto Rico 00907.

(4) Includes (i) 6,000,000 shares

directly held by the Paul DiPerna Irrevocable Trust (the Irrevocable Trust), (ii) 1,000,000 shares directly held by Mr.

DiPerna’s

adult daughters, Kelsie DiPerna and Alaria DiPerna, which shares Mr.

of the following shares of Common Stock acquired in the Offering:

(i) 144,438 shares of Common Stock held by Sio Partners LP (“Partners”),

(ii) 85,000 shares of Common Stock held by Sio Partners Offshore LTD (Offshore), (iii) 81,000 shares of Common Stock held by Compass

MAV LLC (Compass), (iv) 49,000 shares of Common Stock held by Compass Offshore MAV LTD (Compass Offshore), (v) 27,000 shares of Common

Stock held by Walleye Manager Opportunities LLC (Walleye Manager) and (vi) 63,000 shares of Common Stock held by Walleye Opportunities

Master Fund Ltd.

(Walleye Master).

Sio Capital Management, LLC (Sio Management) is the investment manager of Partners, Offshore,

Compass, Compass Offshore, Walleye Manager and Walleye Master, and Michael Castor is the sole owner and Managing Member of Sio Management.

Sio Management and Mr.

Castor may be deemed to beneficially own the securities held by Partners, Offshore, Compass, Compass Offshore,

Walleye Manager, and Walleye Master.

Each of Sio Management and Mr.

Castor disclaim beneficial ownership of any of the shares of our

Common Stock they may be deemed to beneficially own except to the extent of their respective pecuniary interest therein.

for Sio Management, Mr.

Castor, Partners, Offshore, Compass, Compass Offshore, Walleye Manager and Walleye Master is 600 Third Avenue,

New York, New York 10016.

shares are issuable upon exercise of outstanding pre-funded warrants to purchase shares of our Common Stock.

As of May 31, 2022, Sio

Management held 1,348,314 pre-funded warrants to purchase shares of Common Stock.

Pursuant to the terms of the pre-funded

warrants, Sio Management cannot exercise such pre-funded warrants if Sio Management would beneficially own, after such exercise, more

than 9.99% of the outstanding shares of our Common Stock.

Accordingly, pre-funded warrants to purchase 636,314 shares of our Common Stock

have been excluded from the table above.

(i) 2,000,000 shares directly held by the Paul DiPerna Irrevocable Trust, (ii) 333,334 shares directly held by Mr.

DiPerna’s adult

daughters, Kelsie DiPerna and Alaria DiPerna, which shares Mr.

DiPerna has sole voting power over;

(iii) 523,430 shares

directly held by the Paul DiPerna Trust (the Trust), of which 303,030 shares were purchased in the 2017 Placement, and (iv) 278,015

shares issuable upon exercise of stock options granted to Mr.

DiPerna under the 2017 Plan.

The 6,000,000 shares held by the Irrevocable

(iii) 207,906 shares directly held

by the Paul DiPerna Trust, of which 101,010 shares were purchased in the 2017 Placement and 23,429 shares were acquired upon the conversion

off a convertible note in February 2022 and (iv) 12,346 shares held by Mr.

The 2,000,000 shares held by the Paul DiPerna Irrevocable

Trust, 333,334 shares held by Mr.

DiPerna’s adult daughters and 220,440 shares held by the Trust were issued in 2017 to

DiPerna in the Acquisition and transferred to such persons in December 2020 by Mr.

DiPerna is the chairman of

our board of directors, and also serves as our chief executive officer, chief financial officer, and secretary.

the trustee of the Irrevocable Trust and the Trust.

Vos was appointed to

our board of directors in May 2021.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

elsewhere in this Annual Report on Form 10-K, Mr.

DiPerna, is a party to related party transactions with us, see Item 10.

In March 2021,

Burns, a member of our board of directors, $5,585 in settlement of a liability outstanding at March 31, 2020 for consulting

services rendered during fiscal 2020.

Burns provided no consulting services to us during fiscal 2021.

DiPerna’s adult daughters and 73,480 shares held by the Paul DiPerna Trust that were issued in

DiPerna in the Control Block Acquisition and transferred to such persons in December 2020 by Mr.

the chairman of our board of directors, and also serves as our president, chief financial officer and treasurer.

DiPerna is the trustee

of both the Paul DiPerna Irrevocable Trust and the Paul DiPerna Trust.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

with Related Persons

disclosed elsewhere in this Annual Report on Form 10-K, Mr.

DiPerna, is a party to related party transactions with us,

DiPerna’s daughter is

an employee of ours, and, during fiscal 2022, we paid her $169,589, which includes the aggregate grant date fair value, as

determined pursuant to FASB ASC Topic 718, of a stock option granted in November 2021.

February 2021, Mr.

DiPerna and Manchester, which is represented by Mr.

Frank, purchased $100,000 and $1,000,000, respectively,

aggregate principal amount of our 2021 Notes.

As of March 31, 2021, interest payable by us on such 2021 Notes totaled $1,677 and

$16,766 for Mr.

DiPerna and Manchester, respectively.

Director Independence

Directors, Executive Officers and Corporate Governance.

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

The following

table shows the fees billed to us by Farber Hass Hurley LLP, or Farber, our independent registered public accounting firm, for

the audit of our consolidated financial statements and other services provided.

DiPerna and Manchester Explorer, L.P.

(the Related Party Holders), which is represented by Mr.

Frank on our board

of directors, purchased $100,000 and $1,000,000, aggregate principal amount of our convertible notes and received warrants to purchase

119,237 and 11,924 shares of our common stock (the Note Warrants), respectively.

Effective April 30, 2021, the Related Party Holders

entered into revocation agreements with the Company pursuant to which their collective $1,100,000 aggregate principal amount of

convertible notes and accrued interest of $50,091 were replaced with new convertible notes.

In connection with a public offering

of our equity securities in February 2022, the convertible notes and accrued interest held by the Related Party Holders were converted

into our equity securities and Mr.

DiPerna received 23,429 shares of our common stock and a warrant to purchase 23,429 shares of our

common stock at an exercise price of $6.60 per share and Manchester Explorer, L.

received 234,274 shares of our common stock and a

warrant to purchase 234, 274 shares of our common stock at an exercise price of $6.60 per share.

In addition, the exercise prices of

the Note Warrants were reduced to $6.00 per share.

May 2021, Mr.

Febbo purchased $200,000 aggregate principal amount of our convertible notes and received a warrant to purchase 23,229

shares of our common stock (the Director Warrant).

In connection with a public offering of our equity securities in February 2022, the

convertible note held by Mr.

Febbo was converted into our equity securities.

Upon conversion, Mr.

Febbo received 45,586 shares of our

common stock and a warrant to purchase 45,586 shares of our common stock at an exercise price of $6.60 per share.

In addition, the exercise

price of the Director Warrant was reduced to $6.00 per share.

October 2021, we sold 12,346 shares of common stock to Mr.

DiPerna and 18,519 shares to Ms.

Vos at a price per share

of $8.10 in a private placement.

of directors has determined that each of the current directors, with the exception of Mr.

Frank and Ms.

Vos, is “independent,”

as defined by the listing rules of the NASDAQ Stock Market, or Nasdaq, and the rules and regulations of the SEC.

Our board of directors

has standing Audit, Compensation and Nominating and Governance Committees, each of which is comprised solely of independent directors

in accordance with the Nasdaq listing rules.

No director qualifies as independent unless the board of directors affirmatively determines

that he has no direct or indirect relationship with us that would impair his independence.

We independently review the relationship of

the Company to any entity employing a director or on whose board of directors he is serving currently .

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table

shows the fees billed to us by Farber Hass Hurley LLP, or Farber, our independent registered public accounting firm, for the audit of

our consolidated financial statements and other services provided.

Year ended March 31,

Audit fees(1)

Audit-related fees(2)

(1) Audit fees consisted of fees

for professional services rendered for the audit of our annual consolidated financial statements, review of our quarterly consolidated

financial statements and services provided in connection with our issuance of SEC registration statements.

(2) Audit-related fees consisted

of fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated

financial statements fees and primarily related to the issuance of SEC registration statements.

(3) Farber did not provide any

non-audit or other services other than those reported under “Audit fees”

and “Audit-related fees.”

Audit fees consisted of fees for professional services rendered for the audit of our annual consolidated financial statements and reviews of our quarterly consolidated financial statements

Audit-related fees consisted of fees for services related to our issuance of SEC registration statements and sales of common stock under registration statements.

Farber did not provide any non-audit or other services other than those reported under “Audit fees” and “Audit-related fees.”

Consolidated financial statements .

6 unchanged sentences

incorporated by reference or are filed with this Report.

Form of Underwriting Agreement

Reorganization and Share Exchange Agreement

2 unchanged sentences

dated May 3, 2021

Second Amended and Restated Articles of

Incorporation, as filed with the Secretary of State of Nevada on June 27, 2017

Third Amended and Restated Articles of Incorporation, as filed with the Secretary of State of Nevada on June 27, 2017

Certificate of Amendment to the Amended and Restated Articles of Incorporation of Modular Medical, Inc., filed with the Secretary of State of the State of Nevada on November 24, 2021

Amended Bylaws

2017 Equity Incentive Plan, as amended

Description of Registrant’s Securities

of Securities

Form of Pre-Funded Warrant dated May 2, 2022

Form of Private Placement Warrant dated May 2, 2022

of Warrant to Purchase Common Stock dated May 2, 2022

Common Stock Purchase Agreement, dated

16 unchanged sentences

21, 2017, between the Registrant and Western Education Corporation

Lease between MCP Socal Industrial –

Bernardo, LLC and the Registrant dated January 10, 2020

13 unchanged sentences

Stock Option Agreement under the Amended 2017 Equity Incentive Plan

Form of Common Stock Purchase Agreement dated March 2020 by and between the Registrant and the Investors named therein

First Amendment to Employment Agreement

between the Registrant and Paul DiPerna effective as of May 12, 2020

Second Amendment to Employment Agreement between the Registrant and Paul DiPerna effective as of July 1, 2020

Small Business Administration Paycheck

Protection Program Note dated April 23, 2020

Second Amendment to Employment Agreement between the Registrant and Paul DiPerna effective as of July 1, 2020

Form of Convertible Promissory Note dated February 8, 2021

Form of Convertible Promissory Note issued in the 2021 Placement

Form of Common Stock Purchase Warrant issued in the 2021 Placement

Form of Securities Purchase Agreement for the 2021 Placement

Form of Promissory Note dated February 8, 2021

Form of Convertible Promissory Note issued in the 2021 Private Placement

Form of Common Stock Purchase Warrant issued in the 2021 Private Placement

Form of Securities Purchase Agreement for the 2021 Private Placement

Form of Registration Rights Agreement for the 2021 Private Placement

Service Agreement effective May 18, 2021 between the Registrant and Ellen O’Connor Vos

Employment Agreement between the Registrant and Ellen O’Connor Vos dated August 11, 2021

Promissory Note dated October 28, 2021 between the Registrant and Manchester Explorer, L.P.

Security Agreement dated October 28, 2021 between the Registrant and Manchester Explorer, L.P.

Form of Common Stock Purchase Agreement dated October 28, 2021 between the Registrant and Investors

Form of Warrant Agency Agreement

Form of Warrant Omnibus Amendment Agreement

Form of Securities Purchase Agreement dated May 2, 2022

Severance and Release Agreement between the Registrant and Ellen O’Connor Vos dated February 23, 2022

Sole Subsidiary of the Registrant (as disclosed

in the Notes to Consolidated Financial Statements as of March 31, 2022 in Item 8 of this Report)

of Independent Registered Public Accounting Firm - Farber Hass & Hurley LLP

Power of Attorney (see signature page of

Power of Attorney (see signature page of this Report)

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase

filed with the Registrant’s Current Report on Form 8-K filed July 28, 2017, and

incorporated herein by reference.

(2) As filed with the Registrant’s Current Report on Form 8-K filed May 12, 2021, and incorporated herein by reference.

(3) As filed with the Registrant’s Current Report on Form 8-K filed June 29, 2017, and incorporated herein by reference.

(4) As filed with the Registrant’s Annual Report on Form 10-K/A for the year ended June 30, 2008, and incorporated herein by reference.

filed with the Registrant’s Annual Report on Form 10-K filed June 29, 2018, and

filed with the Registrant’s Current Report on Form 8-K filed July 28, 2017, and

incorporated herein by reference.

(6) As filed with the Registrant’s Current Report on Form 8-K filed April 5, 2017, and incorporated herein by reference.

(7) As filed with the Registrant’s Current Report on Form 8-K filed November 20, 2018 and incorporated herein by reference.

(8) As filed with the Registrant’s Registration Statement on Form S-1, as amended, originally filed June 27, 2019, declared effective October 22, 2019 (Commission File No.

(2) As filed with the Registrant’s Current Report on Form 8-K filed May 12, 2021, and incorporated herein by reference.

(3) As filed with the Registrant’s Current Report on Form 8-K filed June 29, 2017, and incorporated herein by reference.

(4) As filed with the Registrant’s Current Report on Form 8-K filed December 1, 2021, and incorporated herein by reference.

(5) As filed with the Registrant’s Annual Report on Form 10-K/A for the year ended June 30, 2008, and incorporated herein by reference.

(6) As filed with the Registrant’s Quarterly Report on Form 10-Q filed

November 12, 2018, and incorporated herein by reference.

(7) As filed with the Registrant’s Current Report on Form 8-K filed April 5, 2017, and incorporated herein by reference.

(8) As filed with the Registrant’s Current Report on Form 8-K filed November 20, 2018 and incorporated herein by reference.

(9) As filed with the Registrant’s Registration Statement on Form S-1, as amended, originally filed June 27, 2019, declared effective October 22, 2019 (Commission File No.

333-232377), and incorporated herein by reference.

(9) As filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, and incorporated herein by reference.

(10) As filed with the Registrant’s Current Report on Form 8-K filed May 27, 2020, and incorporated herein by reference.

(11) As filed with the Registrant’s Current Report on Form 8-K filed May 12, 2020, and incorporated herein by reference.

(12) As filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, and incorporated herein by reference.

(13) As filed with the Registrant’s Current Report on Form 8-K filed May 12, 2021, and incorporated herein by reference.

(10) As filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, and incorporated herein by reference.

(11) As filed with the Registrant’s Registration Statement on Form S-1, as amended, originally filed April 9, 2020, declared effective May 11, 2020 (Commission File No.

333-237615), and incorporated herein by reference.

(12) As filed with the Registrant’s Current Report on Form 8-K filed May 27, 2020, and incorporated herein by reference.

(13) As filed with the Registrant’s Current Report on Form 8-K filed May 12, 2020, and incorporated herein by reference.

(14) As filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, and incorporated herein by reference.

(15) As filed with the Registrant’s Annual Report on Form 10-K filed June 29, 2021, and incorporated herein by reference.

(16) As filed with the Registrant’s Current Report on Form 8-K filed August 16, 2021, and incorporated herein by reference.

(17) As filed with the Registrant’s Current Report on Form 8-K filed October 29, 2021, and incorporated herein by reference.

(18) As filed with the Registrant’s Current Report on Form 8-K filed February 14, 2022, and incorporated herein by reference.

(19) As filed with the Registrant’s Registration Statement on Form S-1 filed February 9, 2022, and incorporated herein by reference.

(20) As filed with the Registrant’s Current Report on Form 8-K filed May 5, 2022, and incorporated herein by reference.

(21) As filed with the Registrant’s Registration Statement on Form S-1 filed June 6, 2022 (Commission File No.

333-265444), and incorporated herein by reference.

Management contract,

2 unchanged sentences

Pursuant to the requirements of Section 13

or 15(d) 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, on the 29 th day of June, 2021.

MODULAR MEDICAL,

Chief Executive Officer,

Chief Financial Officer,

Secretary, Treasurer and Director

(principal executive, financial and accounting

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul DiPerna as true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for her and him and in her or his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in- fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer, Chief Financial Officer, Secretary,

Treasurer, (principal financial and accounting officer) and

Director (Chairman

of the Board)

William Febbo

or 15(d) 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, on the 28th day of June, 2022.

MEDICAL, INC.

Executive Officer,

Executive Officer)

KNOW ALL PERSONS

BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James E.

Besser and Paul DiPerna as her/his

true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for her and him and in her or his name,

place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same,

with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said

attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done

in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all

that said attorney-in- fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Chief Executive

Officer (Principal Executive Officer)

June 28, 2022

Chairman, President

and Chief Financial Officer (Principal Financial and Accounting Officer)

June 28, 2022

William Febbo

Steven Felsher

June 28, 2022

Steven Felsher

June 28, 2022

Philip Sheibley

June 28, 2022

Philip Sheibley

Carmen Volkart

June 28, 2022

Carmen Volkart

Ellen O’Connor Vos

June 28, 2022

Ellen O’Connor Vos

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-K

Item 9A. Controls and Procedures