What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-06-21 compared with 2023-06-26 · 794 added, 840 removed, 189 unchanged (90% of the section changed)

52 unchanged sentences

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

names of our directors, executive officers and certain information about each of them at March 31, 2024 are set forth below.

Chief Executive Officer

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

President, Chief Financial

Officer, Treasurer and Chairman of the Board of Directors

Chief Operating Officer

Duane DeSisto (1)

Steven Felsher(2)(3)

2 unchanged sentences

Ellen O’Connor Vos

(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.

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.

of Compensation Committee

of Audit Committee

of Nominating and Governance Committee

are no family relationships among any of our directors or executive officers.

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

“Jeb” Besser .

Besser has served as our chief executive officer since February 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.

1 unchanged sentence

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.

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.

DiPerna has been our chairman, chief financial officer, president and treasurer since we acquired Quasuras, Inc.

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.

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

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.

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.

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.

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.

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.

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

in Mechanical Engineering from the University of Massachusetts and has spent over 35 years in the medical-device industry.

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.

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

Schmid has served as a member of the board of directors of Eitan Medical, an Israel based provider of connected infusion

and wearable drug delivery solutions, since 2018.

From 2018 through June 2021, he served as the Chief Executive Officer and a board member

of Common Sensing, Inc., a disposable injector pen dose monitoring and reporting technology company.

From 2016 to 2017, Mr.

Schmid was Vice President of Drug Delivery

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

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.

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.

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, 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.

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.

(“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.

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.

Vice President of Drug Delivery Systems for the Stevanato Group, a provider of innovative packaging and drug delivery solutions for the

pharmaceutical industry.

From 2003 to 2015, Mr.

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

Insulet Corporation.

He has a BSME degree from Clarkson University and an MBA from Sacred Heart University.

DeSisto was appointed to our board of directors in July 2023.

He has over 45 years of progressive management experience

and over 25 years of experience in the medical device industry as a member of senior management and as a board member at multiple public

From 2001 to 2014, he served as the chief executive officer of Insulet Corporation, manufacturer of the world’s first

patch insulin pump.

Prior to 2001, he held executive positions with Paper Exchange, an e-business solution for the pulp and paper industry,

AAI-Foster Grant, a sunglass and eyeglass provider to point-of-purchase retail, and Zoll Medical, a defibrillator manufacturer.

an undergraduate degree from Providence College and a masters of business administration degree from Bryant University.

We believe that

DeSisto is qualified to serve on our board of directors because of his extensive background in operational leadership and commercialization

of advanced medical devices and therapies, including insulin pumps.

In addition, he has served as an executive officer and member of

the board of directors at multiple public companies.

Felsher was 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 served as a member of the board

of directors of Signal Hill Acquisition Corp., a special purpose acquisition company, from March 2021 to February 2023.

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.

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.

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.

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.

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.

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 management.

Frank 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

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.

currency trader for Eastern Vanguard.

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 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.

We believe that

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.

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

Sheibley is an experienced executive and venture

Since 2011, 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 holds a B.S.

in industrial

and systems engineering with a business minor from Lehigh University.

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

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.

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

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.

Volkart was appointed

to our board of directors in December 2019.

Since January 2023, she has served as a member of the board of directors of Tactile Systems

Technology, Inc.

(Tactile Medical), a Nasdaq-listed, medical technology company developing and marketing at-home therapies for people

suffering from underserved, chronic conditions.

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

company offering a portfolio of renewably-sourced polymers, from October 2018 to September 2023.

She 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, 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 endourological conditions.

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.

from 2006 to 2010.

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

Systems, Inc., Medtronic, Inc.

Prior to 2006, Ms.

Volkart held various executive and financial

positions at American Medical Systems, Inc., Medtronic, Inc.

and Honeywell, Inc.

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.

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.

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.

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,

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 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

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.

1 unchanged sentence

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

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:

● 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, 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.

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.

Relationships.

are no family relationships between any of our directors or executive officers.

in Legal Proceedings

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 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.

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

to the Reorganization 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.

1 unchanged sentence

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,

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, and Febbo.

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

DiPerna’s rights

to appoint directors.

DiPerna’s 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 2022;

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 years.

Following such amendment, our board of directors increased the size

of the board to six members and, on May 18, 2021, appointed Ms.

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 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.

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.

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:

● 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 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, 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 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 could earn from such arrangement.

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

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”).

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).

Pursuant to the Separation Agreement, Ms.

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.

Communications

with our Board of Directors

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.

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

Leadership Structure and Role in Risk Oversight

Due to our small size and early stage, we have

not adopted a formal policy on whether the chairman and chief executive officer positions should be separate or combined.

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

Besser has been serving as our

chief executive officer.

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

Our board of 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.

Febbo serves as the chairperson.

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

Besser has been serving as our chief executive officer.

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

Our board of directors receives and reviews periodic

reports from management, auditors, legal counsel, and others, as considered appropriate, regarding our assessment of risks.

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.

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

Each committee’s members

and functions are described below.

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.

Sheibley and Ms.

Volkart 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 Act.

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,

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.

board of directors established the compensation committee (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.

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

DeSisto serves as the chairperson.

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.

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 Governance Committee

board of directors established the nominating and governance committee (the Nominating and Governance Committee) for the purpose of (i)

carrying out the responsibilities delegated by the board of directors relating to our director nominations process, (ii) developing and

assessing our corporate governance policies, (iii) review our strategies, activities, and policies regarding environmental, social, and

governance, or ESG, matters and (iv) provide oversight for the evaluation of the performance of the board of directors and its committees.

The Nominating and Governance Committee consists of Mr.

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.

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 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 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.

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.

board 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 such director is serving currently.

Business Conduct and Ethics for Employees, Executive Officers and Directors

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.

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;

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 of Conduct.

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;

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

communications and interpersonal

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.

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.

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.

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

of our directors have held high-level positions in business or professional service firms and have experience in dealing with complex

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.

Section 16(a) Reports

16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own 10% or more of a class of securities

registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the

Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish

us with copies of all reports filed by them in compliance with Section 16(a).

solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during fiscal 2024, including

those reports that we filed on behalf of our directors and executive officers, no director, executive officer, beneficial owner of more

than 10% of the outstanding common stock, or any other person subject to Section 16 of the Exchange Act, failed to file with the SEC

on a timely basis during the fiscal year ended March 31, 2024, except that in July 2023 Mr.

DeSisto failed to timely file a Form

3 to report his initial beneficial ownership and a Form 4 to report a restricted stock unit award.

EXECUTIVE COMPENSATION

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

COMPENSATION TABLE

The following

table sets forth compensation information for fiscal 2024 and 2023 for each of our named executive officers.

Option Awards

Non-Equity Incentive Plan

Incentive Plan

Principal Position

Chief Executive Officer

President, President Chief Financial Officer,

Treasurer and Chairman

Paul DiPerna,

President, President Chief

Financial Officer, Treasurer and Chairman

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.

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.

(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

(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