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Item 9A. Controls and Procedures

2023-06-26 compared with 2022-06-28 · 839 added, 798 removed, 190 unchanged (90% of the section changed)

1 unchanged sentence

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.

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 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.

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.

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.

the supervision 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, 2023, 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

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

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

(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 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.

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.

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.

the supervision 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 10-K.

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 Commission.

Based on the assessment, our management

concluded that our internal control over financial reporting was effective as of March 31, 2023.

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.

were no changes in our internal controls over financial reporting during the fourth fiscal quarter of 2023 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE

The names of our directors, executive

officers and certain information about each of them at March 31, 2023 are set forth below.

Chief Executive Officer

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

Chief Operating Officer

Steven Felsher(2)(3)

2 unchanged sentences

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.

(1) Member of Compensation Committee

(2) Member of Audit Committee

(3) Member of Nominating and Governance Committee

There are no family relationships

among any of our directors or executive officers.

“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.

The principal occupations and

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

James “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.

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.

We believe that Mr.

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.

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.

Paul DiPerna.

has been our chairman, chief financial officer, president and treasurer since we acquired Quasuras in July 2017.

He also served as our

chief executive officer from July 2017 until August 2021, and as our Secretary from July 2017 to October 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

(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.

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.

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

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.

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.

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 approximately 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.

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.

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.

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.

Kevin Schmid .

has served as our chief operating officer since July 21, 2022.

He has over 19 years of experience in medical device senior management

and high-volume global manufacturing operations.

He served as a consultant to the Company from March 2022 until his hire date.

has served as a member of the board of directors of Eitan Medical, an Israel based provider of connected infusion and wearable drug delivery

solutions, since 2018.

From 2018 through June 2021, he served as the Chief Executive Officer and a board member of Common Sensing, Inc.,

a disposable injector pen dose monitoring and reporting technology company.

From 2016 to 2017, Mr.

Schmid was Vice President of Drug Delivery

Systems for the Stevanato Group, a provider of innovative packaging and drug delivery solutions for the pharmaceutical industry.

2003 to 2015, Mr.

Schmid was Vice President of Manufacturing, Operations, and Drug Delivery Systems for Insulet Corporation.

BSME degree from Clarkson University and an MBA from Sacred Heart University.

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

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.

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.

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 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 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.

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,

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

Regulatory Authority (“FINRA”) accepted a Letter of Acceptance, Waiver and Consent (the “Consent”) submitted by

Without admitting or denying the findings, Mr.

4 unchanged sentences

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.

(“Merriman”).

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.

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.

Steven Felsher.

appointed to our board of directors in November 2021.

Felsher is 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 2021.

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.

Felsher was 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.

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.

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 management.

was appointed to our board of directors in April 2017.

In August 2022, he was appointed as chairman of the board of directors of SANUWAVE

Health, Inc., a publicly-traded provider of wound-care products.

Frank has 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.

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

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

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

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

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.

Philip Sheibley.

was appointed to our board of directors in November 2021.

Sheibley is an experienced executive and venture capitalist.

he has served as a principal at Alumni Investment Partners, a private equity firm.

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 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.

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.

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.

Carmen Volkart.

was appointed to our board of directors in December 2019.

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

15 unchanged sentences

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.

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.

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.

Ellen 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,

Vos has served as a member of VosHealth LLC since November 2020.

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

to November 2020.

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 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

Vos holds a B.S.

in nursing from Alfred

in nursing from Alfred University.

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

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

Involvement in Legal Proceedings

Except as described above 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;

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

● had 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 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.

Arrangements for Appointment of Directors and Officers

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.

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

DiPerna and the other stockholders of Quasuras, until July 24, 2022, our board of directors was required to consist of no more than five

and no less than two directors of which (i) Manchester Explorer, L.P.

has the right to appoint two directors, pursuant to which Manchester

Explorer, L.P.

appointed Mr.

Frank and Ms.

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.

rights to appoint directors.

Volkart and (ii) Mr.

DiPerna, in addition to being our chairman of the board, had the right

to appoint two additional directors, pursuant to which he appointed Liam Burns, who resigned from our board of directors in December 2021,

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

DiPerna’s rights

to appoint directors.

In addition, the parties agreed that Mr.

2 unchanged sentences

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 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 Ms.

Vos as a director to our board.

The DiPerna Employment and Related Agreements

We entered into an employment

agreement dated August 1, 2018, with Mr.

DiPerna pursuant to which Mr.

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.

DiPerna is employed by us as our president.

employment agreement had an initial two-year term and automatically renews for additional one-year terms.

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.

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.

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.

In May 2020, we amended our employment agreement with Mr.

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

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.

● 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

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) 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’s annual base salary ($8,333.33 per month) was initially

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

DiPerna’s benefit until we have 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 cease.

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.

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, 2023,

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 45,000

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 $1.45 on the Nasdaq Capital Market on March 31, 2023 over

the exercise price of the option.

As of March 31, 2023, 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.

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, pursuant

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.

Vos Employment Agreement

On August 11, 2021,

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

The 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

4 unchanged sentences

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).

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

Compensation”).

On February 23, 2022, Ellen O’Connor Vos

informed our board of directors of 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).

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.

Vos was 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 our common

stock, which was granted to Ms.

Vos on August 11, 2021, ceased on May 24, 2022 and the remaining unvested shares were forfeited.

The Schmid Offer Letter

Pursuant to an offer letter with the Company (the

“Offer Letter”), Mr.

Schmid shall receive an annual salary of $250,000 (the “Schmid Base Salary”).

Additionally,

he is eligible for an annual discretionary target incentive bonus of up to 50% of his Base Salary.

In connection with his appointment,

Schmid was granted a stock option to purchase 175,000 shares of our common stock.

The stock option vests over a three-year period

with one-third of the shares subject to the stock option vesting on the one-year anniversary of the grant date and the remaining shares

vesting monthly thereafter, subject to Mr.

Schmid’s continuous service with us.

In the event of termination of his employment by

us other than for cause or good reason (as defined in the Offer Letter), Mr.

Schmid will receive an amount equal to six months of his

then-current base salary as a severance payment.

As compensation for his services

as our Chief Executive Officer, Mr.

Besser is paid de minimis compensation of $1.00 per year.

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 board of directors

or any individual director, c/o Modular Medical, Inc., 10740 Thornmint Road, San Diego, California 92127.

These communications will be

delivered to the board of directors, or any individual director, as specified.

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

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.

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.

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 .

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

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.

Audit Committee

Our board of 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.

Felsher and Mr.

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 and the Exchange

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

imposed on Mr.

Felsher as a member of the audit committee and the board of directors, however.

Our 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.

Compensation Committee

Our board of directors established

the 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.

Volkart are the current members of the compensation

committee, and Mr.

Febbo serves as the chairperson.

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.

Each of 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.

Our 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.

Nominating and Corporate Governance

The Nominating and Governance Committee consists

Sheibley and Mr.

1 unchanged sentence

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.

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.

Code 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;

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.

In addition, 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

Board Diversity

We seek diversity in experience,

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

We believe directors

should have various qualifications, including individual character and integrity;

business experience;

leadership ability;

strategic planning skills, ability, and experience;

strategic planning

skills, ability, and experience;

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

communications

and interpersonal skills;

communications and interpersonal

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

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.

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.

We believe 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.

Delinquent 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.

our review of Forms 3 and 4 filed during fiscal 2023 (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 2023, except that:

Felsher failed to timely file a Form 4 to report an option award under our director compensation plan;

Frank failed to timely file a Form 4 to report two option awards under our director compensation plan

Sheibley failed to timely file:

Form 4 to report an open-market purchase of shares of our common stock;

Form 4 to report a stock award under our director compensation plan;

Form 4 to report a stock award under our director compensation plan.

Schmid failed to timely a Form 3 to report his initial beneficial ownership;

Volkart failed to timely file a Form 4 to report an option award under our director compensation plan;

Vos failed to timely file a Form 4 to report an option award under our director compensation plan.

EXECUTIVE COMPENSATION

COMPENSATION TABLE

The following table sets forth compensation

information for fiscal 2022 and 2021 for each of our named executive officers.

SUMMARY COMPENSATION TABLE

The following table sets forth compensation information

for fiscal 2023 and 2022 for each of our named executive officers.

Name and Principal

Paul DiPerna, President, Chief Financial Officer,

Option Awards

Non-Equity Incentive Plan

Chief Executive Officer (2)

President, President Chief Financial Officer,

Treasurer and Chairman

Besser, Chief Executive Officer (5)

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

Stephen Daly, Chief Commercial Officer (8)

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.

Kevin Schmid,

Chief Operating Officer

Ellen O’Connor Vos,

Chief Executive Officer (5)

(1) Award amounts reflect the aggregate grant date fair value with

respect to awards granted, as determined pursuant to Financial Accounting Standards Board (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.

Besser was appointed our chief executive officer in February

2022, and he is paid de minimis annual compensation of $1.00.

(3) Includes payment of $70,833 of deferred salary.

Schmid was appointed our chief operating officer in July

2022 at an annual base salary of $250,000.

Vos was appointed our chief executive officer in August

2021, and 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.

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

table shows certain information regarding outstanding equity awards held by our named executive officers as of March 31, 2022.

(6) Represents 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 was

Vos in fiscal 2023.

Outstanding Equity Awards at Fiscal Year-End

The following table shows certain information regarding

outstanding equity awards held by our named executive officers as of March 31, 2023.

Unexercisable

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.

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,

(1) The 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.

(2) The option was granted on June 1, 2020, and the shares subject