What changed in this filing

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Item 1. Financial Statements

2025-02-13 compared with 2024-11-14 · 212 added, 167 removed, 387 unchanged (49% of the section changed)

3 unchanged sentences

(In thousands, except par value)

September 30,

CURRENT ASSETS

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Common Stock, $ 0.001 par value, 100,000 shares authorized;

34,370 and 32,464 shares issued and outstanding as of September 30, 2024 and March 31, 2024, respectively

40,665 and 32,464 shares issued and outstanding

as of December 31, 2024 and March 31, 2024, respectively

Additional paid-in capital

8 unchanged sentences

Three Months Ended

September 30,

Six Months Ended

September 30,

Nine Months Ended

Operating expenses

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Balance as of September 30, 2024

Issuance of common stock in equity offering, net

Exercise of warrants

At-the-market sales of stock, net

Issuances under equity incentive plan

Stock-based compensation

Balance as of December 31, 2024

Stockholders’

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Balance as of September 30, 2023

Exercise of warrants

Issuance of common stock under equity incentive plan

Stock-based compensation

Balance as of December 31, 2023

The accompanying notes are an integral part of

3 unchanged sentences

(In thousands)

Six Months Ended

September 30,

Nine Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Stock-based compensation expense

Loss on asset disposal

Depreciation and amortization

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Proceeds from exercise of common stock purchase warrants

Proceeds from issuance of common stock, net

Proceeds from issuance of common stock and warrants, net

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Modular Medical, Inc.

(the Company) was incorporated

in Nevada in October 1998 under the name Bear Lake Recreation, Inc.

The Company had no material business operations from 2002 until approximately

2017 when it acquired all of the issued and outstanding shares of Quasuras, Inc., a Delaware corporation (Quasuras), and changed its name

from Bear Lake Recreation, Inc.

(the “Company”)

was incorporated in Nevada in October 1998 under the name Bear Lake Recreation, Inc.

The Company had no material business operations until

approximately 2017 when it acquired all of the issued and outstanding shares of Quasuras, Inc., a Delaware corporation (“Quasuras”),

and changed its name from Bear Lake Recreation, Inc.

to Modular Medical, Inc.

The Company is a pre-revenue, medical device company

focused on the design, development and eventual commercialization of innovative insulin pumps using modernized technology to increase

pump adoption in the diabetes marketplace.

Through the creation of an innovative two-part patch pump, its initial product, the MODD1,

the Company seeks to fundamentally alter the trade-offs between cost and complexity and access to the higher standards of care requiring

considerable motivation that presently available insulin pumps provide.

By simplifying and streamlining the user experience from introduction,

prescription, reimbursement, training and day-to-day use, the Company seeks to expand the wearable insulin delivery device market beyond

the highly motivated “super users” and expand the category into the mass market.

The product seeks to serve both the type

1 and the rapidly growing, especially in terms of device adoption, type 2 diabetes markets.

In January 2024, the Company submitted a 510(k)

premarket notification to the United States Food and Drug Administration (FDA) for the MODD1, and, in September 2024, the Company received

FDA clearance to market and sell its MODD1 pump in the United States.

focused on the design, development and commercialization of innovative insulin pumps using modernized technology to increase pump adoption

in the diabetes marketplace.

Through the creation of an innovative two-part patch pump, its initial product, the MODD1, the Company seeks

to fundamentally alter the trade-offs between cost and complexity and access to the higher standards of care requiring considerable motivation

that presently available insulin pumps provide.

By simplifying and streamlining the user experience from introduction, prescription, reimbursement,

training and day-to-day use, the Company seeks to expand the wearable insulin delivery device market beyond the highly motivated “super

users” and expand the category into the mass market.

The product seeks to serve both the type 1 and the rapidly growing, especially

in terms of device adoption, type 2 diabetes markets.

In January 2024, the Company submitted a 510(k) premarket notification to the United

States Food and Drug Administration (“FDA”) for the MODD1, and, in September 2024, the Company received FDA clearance to market

and sell its MODD1 pump in the United States.

and Going Concern

The Company does not currently have revenues to

generate cash flows to cover operating expenses.

Since its inception, the Company has incurred operating losses and negative cash flows

in each year due to costs incurred in connection with its operations.

The Company expects to continue

to incur operating losses for the foreseeable future and incur cash outflows from operations as it continues to invest in the development

and commercialization of its products.

The Company expects that its research and development and general and administrative expenses will

continue to increase, and, as a result, it will eventually need to generate significant revenue to achieve profitability.

considered with its current operating plan, these conditions raise substantial doubt about the Company’s

ability to continue as a going concern within one year after the date that these financial statements are issued.

In addition, the Company’s

independent registered public accounting firm, in its report on the consolidated financial statements as of and for the year ended March

The Company does not currently have revenues

to generate cash flows to cover operating expenses.

Since its inception, the Company has incurred operating losses and negative cash

flows in each year due to costs incurred in connection with its operations.

The Company expects

to continue to incur operating losses for the foreseeable future and incur cash outflows from operations as it continues to invest in

the development and commercialization of its products.

The Company expects that its operating expenses will continue to increase, and,

as a result, it will eventually need to generate significant revenue to achieve profitability.

When considered with its current

operating plan, these conditions raise substantial doubt about the Company’s ability to continue

as a going concern within one year after the date that these financial statements are issued.

In addition, the Company’s independent

registered public accounting firm, in its report on the consolidated financial statements as of and for the year ended March 31, 2024,

expressed substantial doubt about the Company’s ability to continue as a going concern.

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Implementation of the Company’s plans and its

ability to continue as a going concern will depend upon the Company’s ability to raise additional capital, through the sale of additional

equity or debt securities, to support its future operations.

There can be no assurance that such additional capital, whether in the form

of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions

acceptable to the Company.

The Company’s operating needs include the planned costs to operate its business, including amounts required

to fund working capital and capital expenditures.

The Company’s future capital requirements and the adequacy of its available funds

will depend on many factors, including the Company’s ability to successfully commercialize its MODD1 product, competing technological

and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to

enhance or complement its product offering.

If the Company is unable to secure additional capital, it may be required to curtail its product

commercialization and research and development initiatives and take additional measures to reduce costs in order to conserve its cash.

ability to continue as a going concern will depend upon the Company’s ability to raise additional capital, through the sale of

additional equity or debt securities, to support its future operations.

There can be no assurance that such additional capital, whether

in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms

and conditions acceptable to the Company.

The Company’s operating needs include the planned costs to operate its business, including

amounts required to fund working capital and capital expenditures.

The Company’s future capital requirements and the adequacy of

its available funds will depend on many factors, including the Company’s ability to successfully commercialize its MODD1 product,

competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies

or technologies to enhance or complement its product offering.

If the Company is unable to secure additional capital, it may be required

to curtail its product commercialization and research and development initiatives and take additional measures to reduce costs in order

to conserve its cash.

Basis of Presentation

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statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”)

and with the rules and regulations of the United States Security and Exchange Commission (SEC) regarding interim financial reporting.

The condensed consolidated balance sheet as of March 31, 2024 has been derived from the audited consolidated financial statements at that

Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed

or omitted in accordance with these rules and regulations of the SEC.

The information in this report should be read in conjunction with

the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with

and with the rules and regulations of the United States Security and Exchange Commission (“SEC”) regarding interim financial

The condensed consolidated balance sheet as of March 31, 2024 has been derived from the audited consolidated financial statements

at that date.

Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been

condensed or omitted in accordance with these rules and regulations of the SEC.

The information in this report should be read in conjunction

with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed

with the SEC.

In the opinion of management, the accompanying

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to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented.

operating results for the six months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the

operating results for the nine months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the

year ending March 31, 2025 or for any other future period.

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of its cash in demand deposit accounts at high credit quality financial institutions within the United States, which are insured by the

Federal Deposit Insurance Corporation (FDIC) up to limits of approximately $ 250,000 .

No reserve has been made in the financial statements

for any possible loss due to financial institution failure.

Federal Deposit Insurance Corporation up to limits of approximately $ 250,000 .

No reserve has been made in the financial statements for

any possible loss due to financial institution failure.

Risks and Uncertainties

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instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad

1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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The Company’s right-of-use assets consist

of leased assets recognized in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) No.

842, Leases , which requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and the lease liability represents

the Company’s obligation to make lease payments arising from the lease, both of which are recognized based on the present value

of the future minimum lease payments over the lease term at the commencement date.

Leases with a lease term of 12 months or less at inception

are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term in the consolidated

statement of operations and comprehensive loss.

The Company determines the lease term by agreement with the lessor.

In cases where the

lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information

available at commencement date in determining the present value of future payments.

of leased assets recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

842, Leases , which requires lessees to recognize a lease liability and a corresponding lease asset for

virtually all lease contracts.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and

the lease liability represents the Company’s obligation to make lease payments arising from the lease, both of which are recognized

based on the present value of the future minimum lease payments over the lease term at the commencement date.

Leases with a lease term

of 12 months or less at inception are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the

lease term in the consolidated statement of operations and comprehensive loss.

The Company determines the lease term by agreement with

In cases where the lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing

rate based on the information available at commencement date in determining the present value of future payments.

Stock-Based Compensation

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The fair value of the Company’s stock options

is estimated using the Black-Scholes-Merton Option Pricing (Black Scholes) model, which uses certain assumptions related to risk-free

interest rates, expected volatility, expected life of the options, and future dividends.

Compensation expense is recorded based upon the

value derived from the Black-Scholes model.

The assumptions used in the Black-Scholes model could materially affect compensation expense

recorded in future periods.

is estimated using the Black-Scholes-Merton Option Pricing (“Black Scholes”) model, which uses certain assumptions related

to risk-free interest rates, expected volatility, expected life of the options, and future dividends.

Compensation expense is recorded

based upon the value derived from the Black-Scholes model.

The assumptions used in the Black-Scholes model could materially affect compensation

expense recorded in future periods.

Per-Share Amounts

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loss for the period by the weighted-average number of shares of common stock outstanding (“WASO”) during the period.

In addition, the Company

includes the number of shares of common stock issuable under pre-funded warrants as outstanding for purposes of the WASO calculation.

the Company includes the number of shares of common stock issuable under pre-funded warrants as outstanding for purposes of the WASO calculation.

Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period.

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which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands).

Six Months Ended

September 30,

Nine Months Ended

Options to purchase common stock

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in equity that are excluded from net loss.

For the three and six months ended September 30, 2024 and 2023, the Company’s comprehensive

For the three and nine months ended December 31, 2024 and 2023, the Company’s comprehensive

loss was the same as its net loss.

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in the financial statements.

The Company is currently evaluating the impact that this ASU will have on the presentation of its consolidated

financial statements.

As the Company has only one operating segment, the Company does not expect that the adoption of this ASU

will have a material impact on the presentation of its consolidated financial statements.

In December 2023, the FASB issued ASU No.

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for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact that this ASU will have on the presentation

of its consolidated financial statements.

The Company does not expect that the adoption of this ASU will have a material impact

on the presentation of its consolidated financial statements.

In November 2024, the FASB issued ASU No.

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NOTE 2 – CONSOLIDATED BALANCE SHEET DETAIL

September 30,

(in thousands)

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accumulated depreciation and amortization

September 30,

(in thousands)

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Future minimum payments under the facility operating

lease, as of September 30, 2024, are listed in the table below (in thousands).

lease, as of December 31, 2024, are listed in the table below (in thousands).

Annual Fiscal Years

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Cash paid for amounts included in the measurement

of lease liabilities was approximately $ 225,000 and $ 257,000 for the six months ended September 30, 2024 and 2023, respectively.

expense was approximately $ 225,000 for each of the six month periods ended September 30, 2024 and 2023, respectively and $ 113,000 for

each of the three month periods ended September 30, 2024 and 2023.

of lease liabilities was approximately $ 337,000 and $ 365,000 for the nine months ended December 31, 2024 and 2023, respectively.

expense was approximately $ 337,000 for each of the nine month periods ended December 31, 2024 and 2023, respectively and $ 112,000 for

each of the three month periods ended December 31, 2024 and 2023.

NOTE 4 – STOCKHOLDERS’ EQUITY

November 2024 Public Offering

In November 2024, the Company entered into an Underwriting

Agreement (the “Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Underwriter”),

relating to a firm commitment underwritten offering (the “Offering”) of 5,450,573 shares (the “Shares”) of common

stock of the Company, at a public offering price of $ 1.50 per share.

The Offering closed on November 25, 2024 (the “Closing Date”),

resulting in gross proceeds to the Company of approximately $ 8.2 million, before deducting underwriting discounts, commissions and offering

The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No.

333-264193) previously

filed with the Securities and Exchange Commission on April 8, 2022, subsequently amended on April 15, 2022, and declared effective by

the SEC on April 19, 2022, and a preliminary prospectus supplement relating to the Offering dated November 21, 2024.

Pursuant to the Agreement, as partial compensation

for its services, the Company issued to the Underwriter on the Closing Date, warrants (the “Underwriter Warrants”) to purchase

an aggregate of 381,540 shares of common stock, representing 7 % of the Shares issued on the Closing Date.

The Underwriter Warrants will

be exercisable, in whole or in part, commencing on May 21, 2025 and expiring on November 25, 2029 , at an exercise price per share of $ 1.875 .

Pursuant to the Agreement, each of the Company’s

directors and executive officers entered into “lock-up” agreements with the Underwriter that, subject to certain exceptions,

prohibit, without the prior written consent of the Underwriter, the sale, transfer or other disposition of securities of the Company for

a period of 60 days after the Closing Date (the “Lock-Up Period”).

In addition, pursuant to the Agreement, except with respect

to certain exempt issuances, the Company is prohibited from issuing common stock or common stock equivalents during the Lock-Up Period

and from engaging in certain variable rate transactions for a period of one year from the Closing Date.

In November 2023, the Company entered into a Sales

Agreement (the ATM Agreement) with Leerink Partners LLC (Leerink) under which the Company may offer and sell, from time to time at its

sole discretion, shares of its common stock through an “at the market offering” program under which Leerink will act as sales

agent or principal.

The ATM Agreement provides that Leerink will be entitled to compensation for its services equal to 3.0 % of the gross

proceeds from sales of any shares of common stock under the ATM Agreement.

The Company has no obligation to sell any shares under the

ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement.

During the three and six months ended September

30, 2024, under the ATM Agreement, the Company sold 824,514 shares of common stock for proceeds of approximately $ 1,933,000 , which was

net of commissions and legal fees of approximately $ 82,000 .

Agreement (the “ATM Agreement”) with Leerink Partners LLC (“Leerink”) under which the Company may offer and sell,

from time to time at its sole discretion, shares of its common stock through an “at the market offering” program under which

Leerink will act as sales agent or principal.

The ATM Agreement provides that Leerink will be entitled to compensation for its services

equal to 3.0 % of the gross proceeds from sales of any shares of common stock under the ATM Agreement.

The Company has no obligation to

sell any shares under the ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement.

During the three

and nine months ended December 31, 2024, under the ATM Agreement, the Company sold 95,685 and 920,199 shares of common stock, respectively,

for gross proceeds of $ 218,449 and $ 2,224,440 .

During the three and nine months ended December 31, 2024, the Company incurred commissions

and legal fees of $ 27,760 and $ 110,440 , respectively.

Common Stock Purchase

As of September

30, 2024, the Company had the following common stock purchase warrants outstanding (share amounts in thousands):

As of December

31, 2024, the Company had the following warrants outstanding (share amounts in thousands):

Shares Exercise

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Balance as of September 30, 2024 11,526

Issuance of warrants 382 1.875 Nov 2029

Warrants exercised ( 565 ) 0.01 —

Warrants exercised ( 152 ) 1.22 May 2028

Warrants exercised ( 12 ) 1.32 May 2027

Balance as of December 31, 2024 11,179

As of March 31, 2024, the Company had the following warrants outstanding

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pre-funded warrants with an exercise price of $ 0.01 per share were included in the weighted average shares outstanding calculation for

each of the three and six month periods ended September 30, 2024 and 2023.

each of the three and nine month periods ended December 31, 2024 and 2023.

At March 31, 2024, the Company had a receivable from its transfer

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prepaid and other line in the consolidated balance sheet at March 31, 2024 and was collected during the three months ended June 30, 2024.

During the six months ended September 30, 2024

During the nine months ended December 31, 2024

and 2023, the Company issued 30,000 and 1,429 shares of common stock with fair values of approximately $ 51,000 and $ 1,400 , respectively,

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Amended 2017 Equity Incentive Plan

In October 2017, the Board approved the 2017 Equity

Incentive Plan (the Plan), as amended, with 1,000,000 shares of common stock reserved for issuance.

In January 2020 and August 2021, the

Board approved increases in the number of shares reserved for issuance by 333,334 and 1,333,334 shares, respectively.

In January 2023

and February 2024, the Company’s stockholders approved increases in the number of shares reserved for issuance under the Plan by

an additional 2,000,000 and 3,000,000 shares, respectively.

Under the Plan, eligible employees, directors and consultants may be granted

a broad range of awards, including stock options, stock appreciation rights, restricted stock, performance-based awards and restricted

The Plan is administered by the Board or, in the alternative, a committee designated by the Board.

In October 2017, the Company’s board of

directors (the “Board”) approved the 2017 Equity Incentive Plan (the “Plan”), as amended, with 1,000,000 shares

of common stock reserved for issuance.

In January 2020 and August 2021, the Board approved increases in the number of shares reserved

for issuance by 333,334 and 1,333,334 shares, respectively.

In January 2023 and February 2024, the Company’s stockholders approved

increases in the number of shares reserved for issuance under the Plan by an additional 2,000,000 and 3,000,000 shares, respectively.

Under the Plan, eligible employees, directors and consultants may be granted a broad range of awards, including stock options, stock appreciation

rights, restricted stock, performance-based awards and restricted stock units.

The Plan is administered by the Board or, in the alternative,

a committee designated by the Board.

Stock-Based Compensation Expense

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vest over 36 months and have a 10 -year term.

As of September 30, 2024, the unamortized compensation cost related to stock options was

approximately $ 1,763,000 and is expected to be recognized as expense over a weighted-average period of approximately 1.8 years.

As of December 31, 2024, the unamortized compensation cost related to stock options was approximately

$ 1,486,000 and is expected to be recognized as expense over a weighted-average period of approximately 1.9 years.

In October 2023, under its Two-Part FDA Submission

and Clearance Milestone Bonus Program (the Bonus Program), the Company granted stock options to purchase 909,533 shares of common stock,

which were subject to vesting based upon the achievement of certain performance milestones by the Company and continued service by the

In January 2024, options to purchase 625,326 shares (net of forfeitures), which were granted under part one of the Bonus Program,

vested upon the Company’s submission to the FDA.

In August 2024, options to purchase 242,307 shares (net of forfeitures), which

were granted under part two of the Bonus Program, were canceled, as the Company did not receive clearance from the FDA for its MODD1 product

by August 1, 2024.

In August 2024, the Company granted new options to purchase 339,298 shares (the Clearance Options), which were subject

to vesting based upon the Company’s receipt of clearance from the FDA for its MODD1 product by December 31, 2024 and continued service

by the optionees.

The Clearance options vested in full in September 2024 upon the Company’s receipt of clearance from the FDA for

its MODD1 product.

and Clearance Milestone Bonus Program (the “Bonus Program”), the Company granted stock options to purchase 909,533 shares

of common stock, which were subject to vesting based upon the achievement of certain performance milestones by the Company and continued

service by the optionees.

In January 2024, options to purchase 625,326 shares (net of forfeitures), which were granted under part one

of the Bonus Program, vested upon the Company’s submission to the FDA.

In August 2024, options to purchase 242,307 shares (net of

forfeitures), which were granted under part two of the Bonus Program, were canceled, as the Company did not receive clearance from the

FDA for its MODD1 product by August 1, 2024.

In August 2024, the Company granted new options to purchase 339,298 shares (the “Clearance

Options”), which were subject to vesting based upon the Company’s receipt of clearance from the FDA for its MODD1 product

by December 31, 2024 and continued service by the optionees.

The Clearance Options vested in full in September 2024 upon the Company’s

receipt of clearance from the FDA for its MODD1 product.

The weighted-average grant date fair value of

options granted was $ 1.41 and $ 1.00 per share for the six months ended September 30, 2024 and 2023, respectively, and $ 1.51 and $ 1.02

for the three months ended September 30, 2024 and 2023, respectively.

options granted was $ 1.42 and $ 0.98 per share for the nine months ended December 31, 2024 and 2023, respectively, and $ 1.56 and $ 0.97

for the three months ended December 31, 2024 and 2023, respectively.

The following assumptions were used in the fair-value method calculations:

Three Months Ended

September 30,

Six Months Ended

September 30,

Nine Months Ended

Risk-free interest rates

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110 % - 123 %

82.5 % - 152.2 %

Expected life (years)

The fair values of options at the grant date were

estimated utilizing the Black-Scholes valuation model, which includes simplified methods to establish the fair term of options, as well

estimated utilizing the Black-Scholes valuation model, which includes simplified methods to establish the expected life of options, as well

as average volatility.

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The following table summarizes the activity in

the shares available for grant under the Plan during the six months ended September 30, 2024:

the shares available for grant under the Plan during the nine months ended December 31, 2024:

Options Outstanding

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Balance at September 30, 2024

Options granted

Options cancelled and returned to the Plan

Balance at December 31, 2024

A stock option was exercised on a cashless basis

for 7,530 shares of common stock during the six months ended September 30, 2024.

There were no stock options exercised during the six

months ended September 30, 2023.

During the six months ended September 30, 2024 and 2023, the Company awarded 7,750 and 12,640 shares,

respectively, and for the three months ended September 30, 2024 and 2023, the Company awarded 3,875 and 6,265 shares, respectively, to

its non-employee directors under the Company’s outside director compensation plan.

For the six months ended September 30, 2024 and

2023, the Company recorded stock-based compensation expense for these share awards of approximately $ 15,000 and $ 13,000 , respectively,

and for the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation expense for these share awards

for a net issuance of 7,530 shares of common stock during the nine months ended December 31, 2024.

There were no stock options exercised

during the nine months ended December 31, 2023.

During the nine months ended December 31, 2024 and 2023, the Company awarded 11,625 and

19,015 shares, respectively, and for the three months ended December 31, 2024 and 2023, the Company awarded 3,875 and 6,375 shares, respectively,

to its non-employee directors under the Company’s outside director compensation plan.

For the nine months ended December 31, 2024

and 2023, the Company recorded stock-based compensation expense for these share awards of approximately $ 20,000 and $ 25,000 , respectively,

and for the three months ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense for these share awards

of approximately $ 5,000 and $ 11,000 , respectively.

A summary of restricted stock unit (RSU) activity

under the Plan is presented below.

A summary of restricted stock unit (“RSU”)

activity under the Plan is presented below.

Non-vested shares at March 31, 2024

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Non-vested shares at September 30, 2024

Non-vested shares at December 31, 2024

The total intrinsic value of RSUs outstanding

as of September 30, 2024 was approximately $ 328,000 .

The unamortized compensation cost at September 30, 2024 was approximately $ 94,000

as of December 31, 2024 was approximately $ 171,000 .

The unamortized compensation cost at December 31, 2024 was approximately $ 115,000

related to RSUs and is expected to be recognized as expense over a period of approximately 1.5 years.

The following table summarizes the range of outstanding

and exercisable options as of September 30, 2024:

and exercisable options as of December 31, 2024:

Options Outstanding Options Exercisable

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(in Years) Weighted

Price ($) Number

Exercisable Weighted

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federal and state tax authorities.

As of September 30, 2024, the Company has not recorded any liability for unrecognized tax

As of December 31, 2024, the Company has not recorded any liability for unrecognized tax

benefits related to uncertain tax positions.

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No amounts were reflected in the Company’s consolidated financial statements for the three and

six months ended September 30, 2024 and 2023 related to these indemnifications.

nine months ended December 31, 2024 and 2023 related to these indemnifications.

The Company has not estimated the maximum potential amount

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include purchase orders for machinery and equipment.

At September 30, 2024, the Company had outstanding purchase orders for machinery

and equipment and related expenditures of approximately $ 990,000 .

At December 31, 2024, the Company had outstanding purchase orders for machinery and

equipment and related expenditures of approximately $ 1,061,000 .

In December 2023, the Company signed a device

integration agreement with a provider of connected-care and remote monitoring diabetes technology solutions.

As of September 30, 2024,

As of December 31, 2024,

the Company had a remaining obligation under the device integration agreement of approximately $ 400,000 over three years for technology

license fees.

license and maintenance fees.

NOTE 8 – RELATED PARTY TRANSACTIONS

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executive officers is an employee of the Company.

During the three months ended September 30, 2024 and 2023, the Company paid the family

member approximately $ 43,365 and $ 28,954 , respectively, which includes the aggregate grant date fair values, as determined pursuant to

FASB ASC Topic 718, of stock options granted during each period.

During the six months ended September 30, 2024 and 2023, the Company

paid the family member approximately $ 100,625 and $ 63,754 , respectively, which includes the aggregate grant date fair values, as determined

pursuant to FASB ASC Topic 718, of stock options granted during each period.

During the three months ended December 31, 2024 and 2023, the Company paid the family

member $ 38,191 and $ 44,095 , respectively, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic

718, of any stock options granted during each period.

During the nine months ended December 31, 2024 and 2023, the Company paid the family

member $ 138,510 and $ 107,849 , respectively, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic

718, of any stock options granted during each period.

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

What changed 10-Q

Item 1. Financial Statements