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Item 9A. Controls and Procedures

2025-06-20 compared with 2024-06-21 · 838 added, 847 removed, 136 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

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

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

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

Disclosure controls and procedures

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

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

to allow timely decisions regarding required disclosure.

the supervision and with the participation of our management, including our chief executive officer and our chief financial officer,

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

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

Based on this evaluation, our management

concluded that as of March 31, 2024, our disclosure controls and procedures were effective.

Annual Report on Internal Control over Financial Reporting

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

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

In designing and evaluating the disclosure controls and procedures, management

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

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

of possible controls.

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

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

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

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

(i) pertain to the maintenance of records

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

(ii) provide reasonable assurance

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

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

and directors;

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

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

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

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

of overriding controls.

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

respect to consolidated financial statement preparation.

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

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

or procedures may deteriorate.

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

an assessment of the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual

Report on Form 10-K.

In making this assessment, we used the criteria based on the framework in Internal Control—Integrated Framework

(2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, our management

concluded that our internal control over financial reporting was effective as of March 31, 2024.

in Internal Control over Financial Reporting

were no changes in our internal controls over financial reporting during the fourth fiscal quarter of 2024 that have materially affected,

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

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information

required to be disclosed in the reports filed with or furnished to the Securities and Exchange Commission, or the SEC, under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods

specified in the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to our

management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management,

including our chief executive officer and our chief financial officer, we conducted an evaluation of the effectiveness of the design and

operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this

evaluation, our management concluded that as of March 31, 2025, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over

Financial Reporting

Our management is responsible for establishing

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

Exchange Act.

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

no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management

necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls.

Internal control over

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

and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting

principles, and includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect our transactions and dispositions of assets;

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

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

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

and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect

on the financial statements.

Because of its inherent limitations, cost-effective

internal controls over financial reporting may not prevent or detect misstatements.

All internal control systems, no matter how well designed,

have inherent limitations, including the possibility of human error and the circumvention of overriding controls.

Accordingly, even effective

internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation

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

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

In making this

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

by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, our management concluded that our internal

control over financial reporting was effective as of March 31, 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal

controls over financial reporting during the fourth fiscal quarter of 2025 that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT

PREVENT INSPECTIONS.

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.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE

The names of our directors, executive officers and certain

information about each of them are set forth below.

Chief Executive Officer

4 unchanged sentences

Steven Felsher(2)(3)

Jeffrey Goldberg

Philip Sheibley(2)(3)

1 unchanged sentence

Ellen O’Connor Vos

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.

(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.

“Jeb” Besser.

14 unchanged sentences

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.

Paul DiPerna.

DiPerna has been

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

(“Quasuras”) in July 2017.

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

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

he served as its chief executive officer and chairman.

Prior to that, Mr.

DiPerna founded Fuel Source Partners, LLC

to incubate early stage medical device products and accumulate technical talent.

Our current pump product was one of such proposed products

and was spun-out to Quasuras in 2015.

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

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

DiPerna founded

Tandem Diabetes Care, Inc.

(“Tandem”) and held various positions, including as director, chief executive officer and chief

technology officer and was primarily responsible for the design concept and development of Tandem’s initial insulin pump.

to that, he held executive and management positions at Baxter Healthcare Corporation (“Baxter”) where he was tasked with

identifying synergistic opportunities in the diabetes industry.

DiPerna founded Fuel Source Partners, LLC to incubate early

stage medical device products and accumulate technical talent.

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

to Quasuras in 2015.

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

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

DiPerna founded Tandem Diabetes

(“Tandem”) and held various positions, including as director, chief executive officer and chief technology officer

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

Prior to that, he held executive

and management positions at Baxter Healthcare Corporation (“Baxter”) where he was tasked with identifying synergistic opportunities

in the diabetes industry.

As a result, Mr.

DiPerna developed substantial expertise and knowledge

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

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.

DiPerna developed substantial expertise and knowledge in the diabetes industry and led attempts

by Baxter to acquire three insulin pump manufacturers.

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

equipment and blood separation sciences industries.

DiPerna holds approximately 70 patents in medical device and microfluidic technology

and has achieved numerous product clearances with the FDA.

He has also achieved multiple successful exits with previous companies.

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

in Mechanical Engineering from the University

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

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.

Schmid has served as our chief operating officer since July 2022.

2 unchanged sentences

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.

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

wearable drug delivery solutions, from 2018 to 2022.

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.

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

pharmaceutical industry.

was 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.

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.

Duane DeSisto.

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 companies.

retired, he previously served as the chief executive officer of Insulet Corporation (“Insulet”), manufacturer of the world’s

first patch insulin pump, from 2003 to 2014.

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.

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

We believe that Mr.

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.

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 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

Felsher was a senior advisor at Quadrangle Group LLC, a private

investment firm focused on the information and communications technology sectors.

Currently retired, 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.

University School of Law.

We believe that Mr.

Felsher is qualified to serve on our board of directors because of his extensive

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

currency trader for Eastern Vanguard.

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

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.

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.

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, and, in May 2023, was appointed its chief executive officer.

served as portfolio manager at Manchester since May 2002, and, prior to such time, he was a founder and managing director at First Principles

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

and salvage, and spin outs.

Prior to such time, Mr.

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

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

Frank worked for an independent private client group at Paine Webber

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

Prior to his employment

at Paine Webber, Mr.

Frank was a currency trader for Eastern Vanguard.

Frank holds a BA in Economics and in Political Science from

Brown University.

We believe that Mr.

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

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

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

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

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

other investors as well as capital raising activities.

Jeffrey Goldberg .

Goldberg was appointed

to our board of directors in May 2025.

He is an experienced executive who currently and in the past has served as a member and chair of

the board of directors of multiple companies.

Since December 2023, Mr.

Goldberg has served as a member of the board of directors of ATI

Physical Therapy, Inc., a publicly-traded nationwide provider of physical therapy services.

He also currently serves as a member

of the board of directors of the following companies:

Eating Recovery Centers/Pathlight, Lannett Company, Inc.

earned his J.D.

from UCLA School of Law and his A.B.

with a concentration in Philosophy from Harvard College.

The Board believes that

Goldberg is qualified to serve on our board of directors because of his extensive leadership experience, including serving as a member

and chair of the board of directors of a number of companies in the healthcare and technology industries.

Philip Sheibley.

appointed to our board of directors in November 2021.

Sheibley is an experienced executive and venture capitalist.

Since 2011, he

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

From 1981 to 2010, Mr.

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.

Sheibley served as a management

and technology consultant with Accenture, where he focused on the life sciences area, holding a variety of leadership positions, including

North American industry director for life sciences and global lead for management consulting.

Sheibley holds a B.S.

in industrial

and systems engineering with a business minor from Lehigh University.

We believe that Mr.

Sheibley is qualified

to serve on our board of directors because of his extensive business experience in the life sciences area and experience with venture

capital investment and consulting, including financing transactions for early- stage and scale-up stage companies, assisting with scale-up

strategy/execution, and participating as a board member in the medical products industry.

Carmen Volkart.

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.

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.

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

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.

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

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, Ms.

Volkart held various executive and financial

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

Volkart held various

executive and financial positions at American Medical Systems, Inc., Medtronic, Inc.

and Honeywell, Inc.

She holds a B.S.

in accounting from the University of

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

We believe that Ms.

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.

Previously, Ms.

Vos had been chief

executive officer of ghg | greyhealth group from 1996 to 2017, and she has been a champion of using digital capabilities to improve the

public health.

Vos also serves on the board of OptimizeRX Corporation, a publicly- traded digital health company, and the Jed Foundation,

a leading nonprofit dedicated to protecting the emotional health of college students, and was a founding board member of MMRF, a pioneering

cancer research foundation.

Vos holds a B.S.

in nursing from Alfred University.

We believe that Ms.

Vos is qualified to serve on

our board of directors because of her executive experience and extensive executive skills in digital marketing, commercialization and

communications in the healthcare industry.

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.

Frank and Ms.

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, 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.

In addition, the parties agreed that Mr.

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.

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.

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.

in accounting

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

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

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

Family Relationships.

There are no family relationships between

any of our directors or executive officers.

Involvement in Legal Proceedings

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.

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 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.

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

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 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.

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.

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.

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, 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 (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.

DeSisto and Ms.

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.

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 Governance Committee

Our 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) reviewing our strategies, activities, and policies regarding environmental, social, and governance (“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.

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.

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 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.

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.

Director Independence

Our 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.

Vos, is “independent,” as defined by the listing

rules of the NASDAQ Stock Market (“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.

Insider Trading Compliance Program

We have adopted an insider trading compliance program that

governs the purchase, sale and other dispositions of our securities that applies to our officers and directors, as well as our employees

that have regular access to material, nonpublic information about the Company in the normal course of their duties.

We believe that our

insider trading compliance program is reasonably designed to promote compliance with insider trading laws, rules and regulations, and

listing standards applicable to us.

A copy of our insider trading compliance program is filed as an exhibit to this Report.

Code of Business Conduct and Ethics for Employees, Executive

Officers and Directors

adopted a Code of Business Conduct and Ethics (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 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;

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

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.

Board Diversity

We seek diversity in experience, viewpoint,

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

We believe directors should

have various qualifications, including individual character and integrity;

business experience;

leadership ability;

strategic planning skills, ability, and experience;

requisite knowledge of our industry and finance, accounting,

and legal matters;

communications and interpersonal skills;

strategic planning

skills, ability, and experience;

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

communications and interpersonal

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

We also believe

the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in

personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities.

Nominees are not to be discriminated

against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law.

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.

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 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 SEC.

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).

Based solely upon a review of Forms 3

and 4 and amendments thereto furnished to us during fiscal 2025, 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, 2025,

Frank failed to timely file a Form 4 to report a stock option granted on March 31, 2025;

DeSisto failed to timely file a Form 4 to report a stock option granted on December 31, 2024.

EXECUTIVE COMPENSATION

COMPENSATION TABLE

The following

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

SUMMARY COMPENSATION TABLE

The following table sets forth compensation information for

fiscal 2025 and 2024 for each of our named executive officers.

Name and Principal Position

Option Awards

Incentive Plan

Principal Position

Non-Equity Incentive Plan Compensation

All Other Compensation

Chief Executive Officer (2)

Paul DiPerna,

President, President Chief

Financial Officer, Treasurer and Chairman

President, President Chief Financial Officer, Treasurer and

Kevin Schmid,

Chief Operating Officer

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

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

to awards granted, as determined pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 718.

The assumptions

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

included in item 8 of this Report.

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

Besser is paid de minimis

annual compensation of $1.00.

Schmid was appointed our chief operating officer in July 2022 at an annual base salary of

Equity Awards at Fiscal Year-End

following table shows certain information regarding outstanding equity awards held by our named executive officers as of March 31, 2024.

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price($)

Expiration Date(1)

standard option term is ten years, but all of the options expire automatically unless exercised

within 90 days after the cessation of service as an employee, director or consultant.

option was granted on October 2, 2023, and the shares subject to this option vested in January

2024 upon the Company’s 510(k) premarket submission to the FDA for its initial pump

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

vested on the grant date.

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

vested on the grant date.

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

on the grant date.

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

vested on the grant date.

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

on the grant date.

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

vested on the grant date.

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

vested on the grant date.

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

vested on the grant date.

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

vested on the grant date.

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

vested on the grant date.

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

vested on the grant date.

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

on the grant date.

option was granted on November 25, 2019, and the shares subject to this option vested monthly

over three years commencing January 1, 2020, subject to continued service as an employee,

director or consultant.

option was granted on April 14, 2022, and the shares subject to this option vest:

on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over

the next two years, subject to continued service as an employee, director or consultant

option was granted on April 3, 2023, and the shares subject to this option vest:

on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over

the next two years subject to continued service as an employee, director or consultant.

option was granted on October 2, 2023, and the shares subject to this option vested in January

2024 upon the Company’s 510(k) premarket submission to the U.S.

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, 2025.

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 October 2, 2023 and vested on January

19, 2024 upon our 510(k) premarket submission to the FDA for our initial pump product.

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

to this option were fully vested on the grant date.

(4) The option was granted on May 1, 2020, and the shares subject

to this option were fully vested on the grant date.

(5) The option was granted on April 1, 2020, and the shares subject

to this option were fully vested on the grant date.

(6) The option was granted on March 2, 2020, and the shares subject

to this option were fully vested on the grant date.

(7) The option was granted on February 1,2020, and the shares

subject to this option were fully vested on the grant date.

(8) The option was granted on January 1, 2020, and the shares

subject to this option were fully vested on the grant date.

(9) The option was granted on December 1, 2019, and the shares

subject to this option were fully vested on the grant date.

(10) The option was granted on November 1, 2019, and the shares

subject to this option were fully vested on the grant date.

(11) The option was granted on October 1, 2019, and the shares

subject to this option were fully vested on the grant date.

(12) The option was granted on September 15, 2019, and the shares

subject to this option were fully vested on the grant date.

(13) The option was granted on August 15, 2019, and the shares

subject to this option were fully vested on the grant date.

(14) The option was granted on July 15, 2019, and the shares subject

to this option were fully vested on the grant date.

(15) The option was granted on June 15, 2019, and the shares subject

to this option were fully vested on the grant date.

(16) The option was granted on May 15, 2019, and the shares subject

to this option were fully vested on the grant date.

(17) The option was granted on April 15, 2019, and the shares

subject to this option were fully vested on the grant date.

(18) The option was granted on March 15, 2019, and the shares

subject to this option were fully vested on the grant date.

(19) The option was granted on February 15, 2019, and the shares

subject to this option were fully vested on the grant date.

(20) The option was granted on January 15, 2019, and the shares

subject to this option were fully vested on the grant date.

(21) The option was granted on December 15, 2018, and the shares

subject to this option were fully vested on the grant date.

(22) The option was granted on November 15, 2018, and the shares

subject to this option were fully vested on the grant date.

(23) The option was granted on October 15, 2018, and the shares

subject to this option were fully vested on the grant date.

(24) The option was granted on September 15, 2018, and the shares

subject to this option were fully vested on the grant date.

(25) The option was granted on August 15, 2018, and the shares

subject to this option were fully vested on the grant date.

(26) The option was granted on November 25, 2019, and the shares

subject to this option vested monthly over three years commencing January 1, 2020, subject to continued service as an employee, director

or consultant.

(27) The option was granted on April 14, 2022, and the shares

subject to this option vest:

i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over the

next two years, subject to continued service as an employee, director or consultant

(28) The option was granted on April 3, 2023, and the shares subject

to this option vest:

i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over the next

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

(29) The option was granted on October 2, 2023, and the shares

subject to this option vested in January 2024 upon the Company’s 510(k) premarket submission to the U.S.

Food and Drug Administration

(“FDA”) for its initial pump product.

option was granted on October 2, 2023, and the shares subject to this option vest if the

Company receives notification of FDA clearance of the 510(k) premarket submission on or before

August 1, 2024, subject to continued service as an employee, director or consultant.

option was granted on July 21, 2022, and the shares subject to this option vest:

on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over

the next two years subject to continued service as an employee, director or consultant.

option was granted on April 3, 2023, and the shares subject to this option vest:

on the annual anniversary of the grant date and ii) the remaining two-thirds vest over the

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

option was granted on October 2, 2023, and the shares subject to this option vested in January

2024 upon the Company’s 510(k) premarket submission to the FDA for its initial pump

option was granted on October 2, 2023, and the shares subject to this option vest if the

Company receives notification of FDA clearance of the 510(k) premarket submission on or before

August 1, 2024, subject to continued service as an employee, director or consultant.

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

executive officers.

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

provided for in our articles of incorporation and bylaws.

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

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

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

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

services at our request.

Employment and Related Agreements

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

DiPerna pursuant to which Mr.

DiPerna is employed by us as our president.

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

to such agreement, we agreed to pay Mr.

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

options granted monthly at an exercise price determined by our board of directors in its sole discretion and iii) an annual bonus of

$300,000, payable at the discretion of our board of directors, either in shares or in cash.

If the board chooses to pay the bonus in

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

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

we terminate Mr.

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

DiPerna a lump sum of $200,000,

and (b) we terminate Mr.

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

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

DiPerna’s death or disability, he will

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

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

agreement), Mr.

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

we amended our employment agreement with Mr.

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

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

DiPerna shall be paid by us or our

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

DiPerna’s then

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

● immediately

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

of ours issued to Mr.

DiPerna shall automatically accelerate and immediately become fully

vested and exercisable.

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

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.

a change of control occurred on March 31, 2024, under his employment agreement, Mr.

(30) The option was granted on April 8, 2024, and the shares subject

to this option vest:

i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds vest over the next two

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

(31) The option was granted on August 22, 2024, and the shares

subject to this option vested in September 2024 upon the Company’s receipt of clearance from the FDA for its MODD1 product.

(32) The option was granted on July 21, 2022, and the shares subject

to this option vest:

i) one-third on the annual anniversary of the grant date and ii) the remaining two-thirds monthly over the next

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

Employment Agreements

We have entered into our standard form

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

We also have entered

into agreements to indemnify our directors and executive officers, in addition to the indemnification provided for in our articles of

incorporation and bylaws.

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

for many expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such person in any action

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

officer of ours, any subsidiary of ours or any other company or enterprise to which such person provided services at our request.

The DiPerna Employment and Related Agreements

We entered into an employment agreement

dated August 1, 2018, with Mr.

DiPerna, as amended (the “DiPerna Agreement”), pursuant to which Mr.

DiPerna is currently employed

by us as our president and chief financial officer.

DiPerna’s employment agreement had an initial two-year term and automatically

renews for additional one- year terms.

Effective April 1, 2024, we amended the DiPerna Agreement to increase Mr.

DiPerna’s annual

base salary to $360,000.

DiPerna Agreement provides benefits that are intended to encourage the continued dedication of Mr.

DiPerna and to mitigate potential disincentives

to the consideration of a transaction that would result in a change in control, particularly where the services of Mr.

DiPerna may not

be required by a potential acquirer.

DiPerna will receive change of control payments and benefits in accordance with

the terms and conditions of the DiPerna Agreement.

The DiPerna Agreement provides for benefits for Mr.

DiPErna in the event of a “Change

of Control,” which is generally defined as:

the removal of Mr.

DiPerna as an executive and chair of our board of directors

as the result of the occurrence of any of the following events:

the sale, lease, conveyance or other disposition of all or substantially

all of our assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert;

“person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than

any then currently existing shareholder as of the Change of Control date, becoming the “beneficial owner,’’ as defined

in Rule 13d-3 under said act, directly or indirectly, of securities of the Company representing 50% or more of the total voting power

represented by our then outstanding voting securities but in no event shall the completion of an offering (i) of our common stock pursuant

to a registration statement filed with the Securities and Exchange Commission in our initial public offering or (ii) a private offering

of shares of the capital stock of us constitute a Change of Control;

● a merger or consolidation of us with any other corporation or not affiliated with any currently existing shareholder, other than a

merger or consolidation, which would result in the voting securities of us outstanding immediately prior thereto continuing to represent

(either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting

power represented by the voting securities of us or such surviving entity outstanding immediately after such merger or consolidation.

If a change of control occurred on March

31, 2025, under the DiPerna Agreement, Mr.

DiPerna would be entitled to the following:

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

● accelerated

vesting of 111,296 shares of common stock under unvested stock options.

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 $1.85 on the Nasdaq Capital Market on March 28, 2024 over the exercise price of the option.

As of March 31, 2024, the intrinsic value of the shares subject to accelerated vesting was

approximately $67,000.

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 to which Mr.

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.

● payment of a lump sum of $360,000 within 60 days of the time at which such Change of Control takes place.

● accelerated vesting of 119,306 shares of common stock under unvested

stock options.

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 $1.09 on the Nasdaq Capital Market on March 31, 2025 over the exercise price of the option.

As of March 31, 2025, the shares subject to accelerated vesting had no intrinsic value.

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 to which

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

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

DiPerna could earn from such arrangement.

Schmid Offer Letter

to an offer letter with the Company (the “Offer Letter”), Mr.

Schmid shall receive an annual salary of $250,000 (the “Schmid

Base Salary”) for his services as our chief operating officer.

Additionally, he is eligible for an annual discretionary target

incentive bonus of up to 50% of his Base Salary.

In connection with his appointment, Mr.

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.

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.

compensation for his services as our chief executive officer, Mr.

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

the first quarter of fiscal 2022, our board of directors approved our outside (non-employee) director compensation plan (the Director

Pursuant to the Director Plan, outside directors are paid the following annual retainers:

Director Compensation

In the first quarter of fiscal 2022, our board of directors approved

our outside (non-employee) director compensation plan (the “Director Plan”).

Pursuant to the Director Plan, outside directors

are paid the following annual retainers:

● $25,000 for service as a member of the board of directors;

● $5,000 for service as chair of a committee of the board of directors.

annual retainers are paid in quarterly installments in either cash, options to purchase shares of our common stock or in shares of our

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

addition, under the Director Plan, each director receives an annual service equity award of $100,000 paid in quarterly installments

in either options to purchase shares of our common stock or shares of our common stock, as directed by each director based on an

annual election.

In July 2022, the Board amended the Director Plan to provide that a minimum price of $10.00 per share of common

stock would be used to calculate the number of shares subject to options or share awards.

addition, upon appointment to our board of directors, we award our non-employee directors an equity award under our Amended 2017 Equity

Incentive Plan (the 2017 Plan), and such awards vest over three years.

The following

table summarizes the compensation earned by our non-employee directors in fiscal 2024:

The annual retainers are paid in quarterly

installments in either cash, options to purchase shares of our common stock or in shares of our common stock, as directed by each director

based on an annual election.

In addition, under the Director Plan,

each director receives an annual service equity award of $100,000 paid in quarterly installments in either options to purchase shares

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

In July 2022, the Board amended

the Director Plan to provide that a minimum price of $10.00 per share of common stock would be used to calculate the number of shares

subject to options or share awards.

The following table summarizes the compensation earned by our

non-employee directors in fiscal 2025:

Fee Compensation

Option Awards

All Other Compensation

Duane DeSisto

William Febbo(5)

Steven Felsher

2 unchanged sentences

Ellen O’Connor Vos

DeSisto was appointed to our board of directors in July 2023, and, upon his appointment,

was granted a restricted stock unit (the “DeSisto RSU”) for 250,000 shares of

our common stock.

As of March 31, 2024, 187,499 shares of our common stock remained unvested

under the DeSisto RSU.

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

pursuant to FASB ASC Topic 718.

The assumptions used to calculate the aggregate grant date

fair value of option awards are set forth in the notes to the consolidated financial statements

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

These amounts do not reflect actual

compensation earned or to be earned by our directors.

of March 31, 2024, our non-employee directors each held outstanding options to purchase the

following number of shares of our common stock:

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

respect to awards granted, as determined pursuant to FASB ASC Topic 718.

The assumptions used to calculate the aggregate grant date fair

value of option awards are set forth in the notes to the consolidated financial statements included in Item 8 of this Annual Report on

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

(2) As of March 31, 2025, our non-employee directors each held outstanding

options to purchase the following number of shares of our common stock:

Steven Felsher, 128,084;

3 unchanged sentences

180,558, Ellen O’Connor Vos, 196,020.

(4) Represents

stock awards under the Director Plan;

we calculated the estimated fair value of the stock

awards issued to Messrs.

DeSisto, Felsher and Sheibley and Ms.

Volkart using the closing

price per share of our common stock on the day prior to the grant date in accordance with

the Director Plan.

Febbo resigned from our board of directors in July 2023.

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

following table sets forth certain information as of May 31, 2024 concerning the ownership of our common stock by:

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

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

of our directors;

of our executive officers;

directors and executive officers as a group.

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

voting or investment power.

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

that are presently exercisable or exercisable within 60 days of June 15, 2024 are reflected in a separate column in the table below.

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

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

We have relied on information

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

Except as otherwise

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

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

owned by them.

The percentage of beneficial ownership is based on 32,463,670 shares of common stock outstanding as of May 31, 2024.

otherwise stated, the business address of each of our directors and executive officers listed in the table is 10740 Thornmint Road, San

Diego, California 92127.

and principal position

Beneficially Owned

Equity Awards and

Shares Issuable on Exercise of

Equity Awards and

(3) Represents stock awards under the Director Plan;

we calculated

the estimated fair value of the stock awards issued using the closing price per share of our common stock on the day prior to the grant

date in accordance with the Director Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain

information as of June 1, 2025 concerning the ownership of our common stock by:

● each stockholder known by us to be the beneficial owner of

more than 5% of the outstanding shares of our common stock (currently our only class of voting securities);

● each of our directors;

● each of our executive officers;

● all directors and executive officers as a group.

Beneficial ownership is determined in

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

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

or exercisable within 60 days of June 1, 2025 are reflected in a separate column in the table below.

These shares are taken into account

in the calculation of the total number of shares beneficially owned by a particular holder and the total number of shares outstanding

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

We have relied on information supplied by our officers,

directors and certain stockholders and on information contained in filings with the SEC.

Except as otherwise indicated, and subject to

community property laws where applicable, we believe, based on information provided by these persons, that the persons named in the table

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

The percentage of

beneficial ownership is based on 54,247,388 shares of common stock outstanding as of June 1, 2025.

Unless otherwise stated, the business

address of each of our directors and executive officers listed in the table is 10740 Thornmint Road, San Diego, California 92127.

Name and principal position

JEB Partners, L.P.

3 unchanged sentences

4,136,048 (5)

683 Capital Management, LLC

1,570,000 (4)

Sio Capital Management, LLC

Solas Capital Management, LLC

3,243,475 (6)

1 unchanged sentence

2,553,586 (8)

2,553,586 (6)

Duane DeSisto

Steven Felsher

3,324,303 (3)

Philip Sheibley

1 unchanged sentence

Ellen O’Connor Vos

All current directors and executive officers

as a group (9 persons)

shares subject to outstanding options, restricted stock units and warrants to acquire common

stock that are exercisable within 60 days of May 31, 2024.

(2) Represents

the number of shares subject to outstanding options, restricted stock units and warrants

to acquire common stock that are exercisable within 60 days of May 31, 2024.

(i) 144,750 shares directly held by Mr.

Besser, of which:

(a) 60,277 shares were received

in exchange for Mr.

Besser’s shares as a result of our acquisition of Quasuras;

29,630 shares purchased in a private placement in 2018 (the “2018 Placement”)

and (c) 34,843 shares were purchased in a private placement in 2020 (the “2020 Placement”)

and (d) 20,000 shares were purchased in the open market;

(ii) 2,218,077 held by Manchester

Explorer, L.P.

(a) 1,515,152 shares were purchased in a private placement in 2017

(the “2017 Placement”), (b) 157,037 shares were purchased in the 2018 Placement,

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

note in February 2022 and (f) 900,000 shares were purchased in the Company’s February

2024 public offering;

Jeffrey Goldberg(10)

All current directors and executive officers as a group (9 persons)

* Represents holdings of less than 1%

(1) Excludes shares subject to outstanding options, restricted stock

units and warrants to acquire common stock that are exercisable within 60 days of June 1, 2025.

(2) Represents the number of shares subject to outstanding options,

restricted stock units and warrants to acquire common stock that are exercisable within 60 days of June 1, 2025.

(3) Includes 330,473 shares directly held by JEB Partners, L.P.,

(a) 252,525 shares were purchased in a private placement in 2017 (the “2017 Placement”);

(b) 53,333 shares were

purchased in a private placement in 2018 (the “2018 Placement”) and (c) 11,614 shares were purchased in a private placement

in 2020 (the “2020 Placement”) and (d) 13,000 shares were purchased in the open market.

(4) Includes 3,805,575 shares directly held by Manchester Explorer,

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

11,614 were purchased in the 2020 Placement, (d) 300,000 shares were purchased in a public offering in February 2022, (e) 234,274 shares

were acquired upon the conversion of a convertible note in February 2022, (f) 900,000 shares were purchased in our February 2024 public

offering, (g) 166,666 shares purchased in a public offering in November 2024 and (h) 520,832 shares purchased in a private placement

in March 2025 (the “2025 Placement”);

(iii) 330,473 shares held by JEB Partners, L.P.

of which (a) 252,526

shares were purchased in the 2017 Placement, (b) 53,333 shares were purchased in the 2018

Placement and (c) 11,614 shares were purchased in the 2020 Placement;

and (iv) 206,226 shares

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

Frank’s shares of Quasuras.

of which (a) 252,526 shares were purchased

in the 2017 Placement, (b) 53,333 shares were purchased in the 2018 Placement and (c) 11,614 shares were purchased in the 2020 Placement;

and (iv) 206,226 shares held by Mr.

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

shares of Quasuras.

Besser, as the managing member, and Mr.

as the portfolio manager and consultant of Manchester Management Company, LLC, (“MMC”)

the general partner of Manchester Explorer, L.P.

Frank, as the portfolio manager and consultant of Manchester Management

Company, LLC, (“MMC”) the general partner of Manchester Explorer, L.P.

and JEB Partners, L.

P., have shared voting

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

P., have shared voting and dispositive

power over shares held by Manchester Explorer, L.P.

and JEB Partners, L.P.

The address for Manchester Explorer, L.P is c/o MMC, 2 Calle Candina, No.

1701, San Juan,

Puerto Rico 00907.

on information reported by 683 Capital Management, LLC (“683 Management”) on

Schedule 13G filed with the SEC on February 16, 2024.

683 Management, as the investment manager

of 683 Capital Partners, LP (“683 Capital”), may be deemed to have beneficially

owned the shares of Common Stock and warrants to purchase shares of Common Stock

beneficially owned by 683 Capital.

Ari Zweiman as the Managing Member of 683 Management may

be deemed to have beneficially owned the shares of common stock and warrants to purchase

shares of common stock beneficially owned by 683 Management.

The address for 683 Management,

683 Capital and Mr.

Zweiman is 1700 Broadway, Suite 4200, New York, NY 10019.

on information reported by Sio Capital Management, LLC (“Sio”) on Schedule 13G

filed with the SEC on February 6, 2024.

Sio and Sio GP, LLC (the “GP”) act as

investment advisor and general partner, respectively, to various clients that are the record

owners of the shares of our common stock reported on this Schedule 13G.

Because Sio’s

investment discretion with respect to such clients is subject to oversight by the GP, the

GP may be deemed to be the beneficial owner of the common stock of the Issuer owned by such

In addition, both Sio and the GP are controlled by Michael Castor.

As such, he may

be deemed to control the voting and dispositive decisions with respect to, and therefore

be the beneficial owner of, the shares of our common stock.

The address for Sio, the GP and

Castor is 600 Third Avenue, New York, New York 10016.

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

directly held by Mr.

DiPerna’s adult daughters, Kelsie DiPerna and Alaria DiPerna,

which shares Mr.

The address for Manchester Explorer, L.P is 2 Calle Candina,

1701, San Juan, Puerto Rico 00907.

(5) Includes 3,805,575 shares directly held by Manchester Explorer,

and 330,473 shares held by JEB Partners, L.P.

Besser, as the managing member, and Mr.

Frank, as the portfolio manager and consultant

of MMC and JEB Partners, L.

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

and JEB Partners,

The address for MMC, JEB Partners, L.P., and Manchester Explorer, L.P is 2 Calle Candina, No.

1701, San Juan, Puerto Rico 00907.

Based on information reported by Solas Capital Management, LLC (“Solas”) on Schedule 13G filed with the SEC on May 15, 2025.

Solas serves as the investment manager to two private funds (“Funds”) and as sub-adviser to another private fund (“Other Fund”), which hold securities for the benefit of their investors, and Mr.

Frederick Tucker Golden, as portfolio manager of Solas, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds and by the Other Fund.

Each of the Funds expressly disclaims beneficial ownership over any of our shares of common stock.

The address for Solas is 1063 Post Road, 2nd Floor, Darien, CT 06820.

(7) Includes 422,000 shares directly held by Mr.

Besser, of which:

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

Besser’s shares as a result of our acquisition of Quasuras;

(b) 29,630 shares

were purchased in a private placement in 2018 (the “2018 Placement”) and (c) 34,843 shares were purchased in a private placement

in 2020 (the “2020 Placement”), (d) 141,000 shares were purchased in the open market and (e) 156,250 shares were purchased

in the 2025 Placement.

The address for Mr.

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

1701, San Juan, Puerto Rico 00907.

(8) Includes (i) 2,000,000 shares directly held by the Paul DiPerna

Irrevocable Trust, (ii) 333,334 shares directly held by Mr.

DiPerna’s adult daughters, Kelsie DiPerna and Alaria DiPerna, which

DiPerna has sole voting power over;

(iii) 207,906 shares directly held by

the Paul DiPerna Trust, of which 101,010 shares were purchased in the 2017 Placement and

23,429 shares were acquired upon the conversion off a convertible note in February 2022 and

(iii) 207,906 shares directly held by the Paul DiPerna Trust, of which 101,010 shares

were purchased in the 2017 Placement and 23,429 shares were acquired upon the conversion off a convertible note in February 2022 and

(iv) 12,346 shares held by Mr.

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

Trust, 333,334 shares held by Mr.

DiPerna’s adult daughters and 73,480 shares held

by the Paul DiPerna Trust that were issued in 2017 to Mr.

DiPerna in the Control Block Acquisition

and transferred to such persons in December 2020 by Mr.

DiPerna is the chairman

of our board of directors, and also serves as our president, chief financial officer and

DiPerna is the trustee of both the Paul DiPerna Irrevocable Trust and the

Paul DiPerna Trust.

are not aware of any arrangement that may result in a “changes in control,” as that term is defined by the provisions of

Item 403(c) of Regulation S-K.

Compensation Plan Information

following table shows the number of securities to be issued upon exercise or vesting of outstanding equity awards under the 2017 Plan

as of March 31, 2024.

The 2,000,000 shares held by the Paul DiPerna Irrevocable Trust, 333,334 shares held by Mr.

adult daughters and 73,480 shares held by the Paul DiPerna Trust that were issued in 2017 to Mr.

DiPerna transferred to such persons

in December 2020 by Mr.

DiPerna is the chairman of our board of directors, and also serves as our president, chief financial

officer and treasurer.

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

(9) Includes 206,226 shares directly held by Mr.

Frank, of which:

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

Frank’s shares as a result of our acquisition of Quasuras and (b) 145,949 shares

were purchased in the open market.

The address for Mr.

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

1701, San Juan, Puerto Rico 00907.

Goldberg was appointed to our board of directors on May

Changes in Control

We are not aware of any arrangement that may result

in a “change in control,” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

Equity Compensation Plan Information

The following table shows the number of securities to be issued

upon exercise or vesting of outstanding equity awards under the 2017 Plan as of March 31, 2025.

securities to be

7 unchanged sentences

compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

with Related Persons

we describe any transactions to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed

the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years and

in which any of our directors, director nominees, executive officers, or holders of more than 5% of our capital stock, or any immediate

family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest

since April 1, 2022.

as the general partner of Manchester Explorer, L.P.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Below we describe any transactions to

which we have been a participant, in which the amount involved in the transaction exceeds or will exceed the lesser of $120,000 or one

percent of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors, director

nominees, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the

household with, any of these individuals, had or will have a direct or indirect material interest since April 1, 2023.

Manchester Management Company, LLC, (“MMC”), as the general

partner of Manchester Explorer, L.P.

(“Explorer”), combined with the holdings of its affiliates, JEB Partners LP, Mr.

Frank, owned approximately 9% of our outstanding shares of common stock at March 31, 2025.

Besser is our chief executive

officer and a managing member of MMC.

Frank is one of our directors, and he serves as the portfolio manager of Explorer and as a

managing member of MMC.

In February 2024, we closed a public offering of our common stock (the 2024 Offering), and Explorer purchased

900,000 shares in the 2024 Offering for aggregate gross proceeds to us of $990,000.

DiPerna’s daughter is an employee of ours, and, during fiscal 2024 and fiscal 2023, we paid her approximately $137,000 and $201,000,

respectively, which includes the aggregate grant date fair value, as determined pursuant to FASB ASC Topic 718, of stock options granted

“Management” above for other related-party transactions involving our executive officers and directors.

Besser is our chief executive officer

and a managing member of MMC.

Frank is one of our directors, and he serves as the portfolio manager of Explorer and as a managing

member of MMC.

In February 2024, we closed a public offering of our common stock (the February 2024 Offering), and Explorer purchased

900,000 shares in the February 2024 Offering for aggregate gross proceeds to us of $990,000.

In November 2024, we closed a public offering

of our common stock (the “November 2024 Offering”), and Explorer purchased 166,666 shares in the November 2024 Offering for

aggregate gross proceeds to us of $250,000.

In March 2025, we closed a private placement of our common stock and warrants (the “2025

Placement”), and Explorer purchased 260,416 units in the 2025 Placement for aggregate gross proceeds to us of $500,000.

purchased 78,125 units in the 2025 Placement for aggregate gross proceeds to us of approximately $150,000.

Two members of our board of directors purchased a total of 35,937 units

in the 2025 Placement for gross proceeds to us of $69,000.

DiPerna’s daughter is an employee of ours, and, during fiscal

2025 and fiscal 2024, we paid her approximately $169,000 and $137,000, respectively, which includes the aggregate grant date fair value,

as determined pursuant to FASB ASC Topic 718, of stock options granted to her.

See “Management” above for other related-party

transactions involving our executive officers and directors.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

for the audit of our consolidated financial statements and other services provided (in thousands).

ended March 31,

The following table shows the fees billed

to us by Farber Hass Hurley LLP, or Farber, our independent registered public accounting firm, for the audit of our consolidated financial

statements and other services provided (in thousands).

Year ended March 31,

Audit fees(1)

Audit-related fees(2)

fees consisted of fees for professional services rendered for the audit of our annual consolidated

financial statements and reviews of our quarterly consolidated financial statements.

(2) Audit-related

fees consisted of fees for services related to our issuance of SEC registration statements

and sales of our securities under registration statements.

did not provide any non-audit or other services other than those reported under “Audit

fees” and “Audit-related fees.”

Audit Committee meets with our independent registered public accounting firm at least four times a year.

At such times, the Audit Committee

reviews and approves both audit and non-audit services performed by the independent registered public accounting firm, as well as the

fees charged for such services.

The Audit Committee is responsible for pre-approving all auditing services and non-auditing services

(other than non-audit services falling within the de minimis exception set forth in Section 10A(i)(1)(B) of the Exchange

Act and non-audit services that independent auditors are prohibited from providing to us) in accordance with the following guidelines:

(1) pre-approval policies and procedures must be detailed as to the particular services provided;

(2) the Audit Committee must be informed

about each service;

and (3) the Audit Committee may delegate pre-approval authority to one or more of its members, who shall report to

the full committee, but shall not delegate its pre-approval authority to management.

Among other things, the Audit Committee examines

the effect that performance of non-audit services may have upon the independence of the auditors.

Financial Statements and Financial Statement Schedules are set forth under Part II, Item 8 of this report.

Schedules may omitted because they are not applicable, not required, or because the required information is included in the Consolidated

Financial Statements or notes thereto.

of Underwriting Agreement dated May 15, 2023

Agreement dated as of February 15, 2024 between the Registrant and Titan Partners Group LLC

Agreement, dated as of November 22, 2023, between Modular Medical, Inc.

(1) Audit fees consisted of fees for professional services rendered

for the audit of our annual consolidated financial statements and reviews of our quarterly consolidated financial statements.

(2) Audit-related fees consisted of fees for services related to

our filing of SEC registration statements and sales of our securities under registration statements.

(3) Farber did not provide any non-audit or other services other

than those reported under “Audit fees” and “Audit-related fees.”

The Audit Committee meets with our independent

registered public accounting firm at least four times a year.

At such times, the Audit Committee reviews and approves both audit and non-audit

services performed by the independent registered public accounting firm, as well as the fees charged for such services.

The Audit Committee

is responsible for pre-approving all auditing services and non-auditing services (other than non-audit services falling within the de

minimis exception set forth in Section 10A(i) (1)(B) of the Exchange Act and non-audit services that independent auditors are prohibited

from providing to us) in accordance with the following guidelines:

(1) pre-approval policies and procedures must be detailed as to the

particular services provided;

(2) the Audit Committee must be informed about each service;

and (3) the Audit Committee may delegate pre-approval

authority to one or more of its members, who shall report to the full committee, but shall not delegate its pre-approval authority to

Among other things, the Audit Committee examines the effect that performance of non-audit services may have upon the independence

of the auditors.

(a) Consolidated Financial Statements

The following documents are filed as part of this

● Consolidated

Financial Statements and Report of Independent Registered Public Accounting Firm, all of

which are set forth are set forth under Part II, Item 8 of this Report.

(b) Financial Statement Schedules

Financial statement schedules may omitted because they are not applicable,

not required, or because the required information is included in the consolidated financial statements or notes thereto.

Required exhibits are incorporated by reference

or are filed with this Report.

Filed or Furnished

Exhibit Description

Sales Agreement, dated as of November 22, 2023, between Modular Medical, Inc.

and Leerink Partners LLC

Reorganization

and Share Exchange Agreement dated as of July 24, 2017, by and among the Registrant, Quasuras, Inc., Paul DiPerna and the other stockholders

of Quasuras, Inc.

1 to Reorganization and Share Exchange Agreement dated as of July 24, 2017, by and among the Registrant, Quasuras, Inc., Paul

DiPerna and the other Stockholders of Quasuras, Inc.

Reorganization and Share Exchange Agreement dated as of July 24, 2017, by and among Modular Medical, Inc., Quasuras, Inc., Paul DiPerna and the other stockholders of Quasuras, Inc.

1 to Reorganization and Share Exchange Agreement dated as of July 24, 2017, by and among Modular Medical, Inc., Quasuras, Inc., Paul DiPerna and the other Stockholders of Quasuras, Inc.

dated May 3, 2021

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

of Amendment to the Amended and Restated Articles of Incorporation of Modular Medical, Inc., filed with the Secretary of State of

the State of Nevada on November 24, 2021

of Amendment to the Amended and Restated Articles of Incorporation of Modular Medical, Inc., filed with the Secretary of State of

the State of Nevada on February 15, 2024

Equity Incentive Plan, as amended and restated

of Warrant to Purchase Common Stock dated February 14, 2022

of Pre-Funded Warrant to Purchase Common Stock dated May 2, 2022

of Private Placement Warrant dated May 2, 2022

of Underwriter’s Warrant

of Registrant’s Securities

Agreement dated August 1, 2018, by and between the Registrant and Paul DiPerna

Property Assignment Agreement dated July 24, 2017, by and between the Registrant, Quasuras, Inc.

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

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

Certificate of Amendment to the Amended and Restated Articles of Incorporation of Modular Medical, Inc., filed with the Secretary of State of the State of Nevada on February 15, 2024

Amended Bylaws

Amended and Restated 2017 Equity Incentive Plan, as amended

Form of Warrant to Purchase Common Stock dated February 14, 2022

Form of Pre-Funded Warrant to Purchase Common Stock dated May 2, 2022

Form of Private Placement Warrant dated May 2, 2022

Form of Investor Warrant dated May 2, 2022

Form of Underwriter’s Warrant dated May 2, 2022

Description of Registrant’s Securities

Agreement, dated as of November 21, 2024, between Modular Medical, Inc.

and Titan Partners Group LLC

Form of Underwriter Warrant dated November 25, 2024

Form of Investor Common Stock Purchase Warrant dated March 26, 2025

Form of Placement Agent Warrant dated March 26, 2025

Employment Agreement dated August 1, 2018, by and between Modular Medical, Inc.

and Paul DiPerna

Royalty Agreement dated as of July 24, 2017, by and between the Registrant, Quasuras, Inc.

Intellectual Property Assignment Agreement dated July 24, 2017, by and between Modular Medical, Inc., Quasuras, Inc.

and Paul DiPerna

Industrial/Commercial Agreement between the Registrant and Michael Summers dated January 5, 2023

of Indemnification Agreement between the Registrant and each of its directors and officers used from January 23, 2020

of Notice of Stock Option Grant and Stock Option Agreement under the Amended 2017 Equity Incentive Plan

Amendment to the Employment Agreement between the Registrant and Paul DiPerna effective as of May 12, 2020

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

of Convertible Promissory Note issued in the 2021 Private Placement

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

of Securities Purchase Agreement for the 2021 Private Placement

of Registration Rights Agreement for the 2021 Private Placement

of Common Stock Purchase Warrant issued in the 2021 Private Placement

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

Agency Agreement between the Registrant and Colonial Stock Transfer Company, Inc., dated February 14, 2022

of Warrant Omnibus Amendment Agreement

of Securities Purchase Agreement dated May 2, 2022

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

Letter Agreement between the Registrant and Kevin Schmid dated July 13, 2022

Technology Royalty Agreement dated as of July 24, 2017, by and between Modular Medical, Inc., Quasuras, Inc.

and Paul DiPerna

Standard Industrial/Commercial Agreement between Modular Medical, Inc.

and Michael Summers dated January 5, 2023

Form of Indemnification Agreement between Modular Medical, Inc.

and each of its directors and officers used from January 23, 2020

Form of Notice of Stock Option Grant and Stock Option Agreement under the Amended 2017 Equity Incentive Plan

First Amendment to the Employment Agreement between Modular Medical, Inc.

and Paul DiPerna effective as of May 12, 2020

Second Amendment to Employment Agreement between Modular Medical, Inc.

and Paul DiPerna effective as of July 1, 2020

Form of Convertible Promissory Note issued in the 2021 Private Placement

Form of Common Stock Purchase Agreement dated March 2020 by and between Modular Medical, Inc.

and the Investors named therein

Form of Securities Purchase Agreement for the 2021 Private Placement

Form of Registration Rights Agreement for the 2021 Private Placement

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

Warrant Agency Agreement between Modular Medical, Inc.

and Colonial Stock Transfer Company, Inc., dated February 14, 2022

Form of Warrant Omnibus Amendment Agreement

Form of Securities Purchase Agreement dated May 2, 2022

Severance and Release Agreement between Modular Medical, Inc.

and Ellen O’Connor Vos dated February 23, 2022

Offer Letter Agreement between Modular Medical, Inc.

and Kevin Schmid dated July 13, 2022

Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Amended and Restated Modular Medical, Inc.

2017 Equity Incentive Plan

of Warrant Agency Agreement

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

Medical, Inc.

Form of Warrant Agency Agreement

Form of Common Stock Purchase Agreement dated October 28, 2021 between Modular Medical, Inc.

and the Investors named therein

Modular Medical, Inc.

Two-Part FDA Submission and Clearance Milestone Bonus Program

Amendment to Employment Agreement between the Company and Paul DiPerna

of Subsidiaries

of Independent Registered Public Accounting Firm

of Attorney (see signature page of this Report)

Certification

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

Certification

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

Certification

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

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002

Recovery Policy

XBRL Instance Document.

XBRL Taxonomy Extension Schema Linkbase Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

a management contract or compensatory plan or arrangement.

Third Amendment to Employment Agreement between the Company and Paul DiPerna

Form of Securities Purchase Agreement dated March 26, 2025

Form of Subscription Agreement dated March 25, 2025

Code of Business Conduct and Ethics

Insider Trading Compliance Program

Sole Subsidiary of Modular Medical, Inc.

(as disclosed in the Notes to Consolidated Financial Statements as of March 31, 2025 in Item 8 of this Report)

Consent of Independent Registered Public Accounting Firm

Power of Attorney (see signature page of this Report)

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

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

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

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

Compensation Recovery Policy

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Indicates a management contract or compensatory plan or arrangement.

Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Modular Medical, Inc.

hereby undertakes to furnish copies of such omitted materials supplementally upon request by the SEC.

Form 10-K Summary

2 unchanged sentences

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized,

on the 21 st day of June, 2024.

on June 20, 2025.

MODULAR MEDICAL, INC.

1 unchanged sentence

(Principal Executive Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James E.

Besser and Paul DiPerna

as her/his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for her and him and in her

or his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file

the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting

unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary

to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming

all that said attorney-in- fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive Officer

June 21, 2024

(Principal Executive Officer)

Chairman, President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

June 21, 2024

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints James E.

Besser and Paul DiPerna as her/his true

and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for her and him and in her or his name,

place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same,

with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto

said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to

be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and

confirming all that said attorney-in- fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by

virtue hereof.

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

Executive Officer

Executive Officer)

President and Chief Financial Officer

Financial and Accounting Officer)

Duane DeSisto

June 21, 2024

Steven Felsher

June 21, 2024

Jeffrey Goldberg

Philip Sheibley

June 21, 2024

Carmen Volkart

June 21, 2024

Ellen O’Connor Vos

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

What changed 10-K

Item 9A. Controls and Procedures