Modular Medical, Inc. 10-Q

Item 1. Financial Statements Modular Medical, Inc. Condensed Consolidated Balance Sheets (In thousands, except par value) December 31, 2025 March 31, (Unaudited) 2025 ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,937 $ 13,095 Prepaid expenses and other 529 422 TOTAL CURRENT ASSETS 3,466 13,517 Property and equipment, net 6,327 4,453 Right of use asset, net 466 765 TOTAL ASSETS $ 10,259 $ 18,735 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 1,008 $ 338 Accrued expenses 707 504 Short-term lease liabilities 464 423 TOTAL CURRENT LIABILITIES 2,179 1,265 Warrant liabilities 2,159 — Long-term lease liabilities 40 393 TOTAL LIABILITIES 4,378 1,658 Commitments and Contingencies (Note 8) STOCKHOLDERS’ EQUITY Preferred Stock, $ 0.001 par value, 5,000 shares authorized, none issued and outstanding — — Common Stock, $ 0.001 par value, 100,000 shares authorized; 77,703 and 53,706 shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively 78 54 Additional paid-in capital 112,402 101,776 Common stock issuable 6 — Accumulated deficit ( 106,605 ) ( 84,753 ) TOTAL STOCKHOLDERS’ EQUITY 5,881 17,077 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 10,259 $ 18,735 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Modular Medical, Inc. Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except per share data) Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Operating expenses Research and development $ 5,405 $ 3,853 $ 16,132 $ 10,760 Selling, general and administrative 1,839 1,001 5,745 3,310 Total operating expenses 7,244 4,854 21,877 14,070 Loss from operations ( 7,244 ) ( 4,854 ) ( 21,877 ) ( 14,070 ) Change in fair value of warrant liabilities ( 129 ) — ( 129 ) — Other income 13 50 156 175 Loss before income taxes ( 7,360 ) ( 4,804 ) ( 21,850 ) ( 13,895 ) Provision for income taxes — — 2 2 Net loss $ ( 7,360 ) $ ( 4,804 ) $ ( 21,852 ) $ ( 13,897 ) Net loss per share Basic and diluted $ ( 0.11 ) $ ( 0.13 ) $ ( 0.37 ) $ ( 0.39 ) Shares used in computing net loss per share Basic and diluted 65,930 37,807 58,614 35,349 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Modular Medical, Inc. Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (In thousands) Additional Common Stock Issuable Shares Paid-In Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance as of March 31, 2025 53,706 $ 54 — $ — $ 101,776 $ ( 84,753 ) $ 17,077 Shares issued for services 10 — — — 11 — 11 At-the-market sales of stock, net 1,000 1 — — 727 — 728 Exercise of warrants 532 — — — 5 — 5 Issuances under equity incentive plan 27 — — — 4 — 4 Stock-based compensation — — — — 720 — 720 Net loss — — — — — ( 6,702 ) ( 6,702 ) Balance as of June 30, 2025 55,275 $ 55 — $ — $ 103,243 $ ( 91,455 ) $ 11,843 At-the-market sales of stock, net 9 — — — 6 — 6 Issuance of common stock and warrants from warrant inducement offering 5,860 6 644 438 3,454 — 3,898 Issuances under equity incentive plan 27 — — — 4 — 4 Stock-based compensation — — — — 808 — 808 Net loss — — — — — ( 7,790 ) ( 7,790 ) Balance as of September 30, 2025 61,171 $ 61 644 $ 438 $ 107,515 $ ( 99,245 ) $ 8,769 At-the-market sales of stock, net 1,871 2 — — 1,147 — 1,149 Issuance of common stock and warrants from warrant inducement offering, net 635 1 ( 635 ) ( 432 ) 431 — — Proceeds from public offering of common stock and common stock warrants, net 13,999 14 — — 2,775 — 2,789 Issuances under equity incentive plan 27 — — — 2 — 2 Stock-based compensation — — — — 532 — 532 Net loss — — — — — ( 7,360 ) ( 7,360 ) Balance as of December 31, 2025 77,703 $ 78 9 $ 6 $ 112,402 $ ( 106,605 ) $ 5,881 Additional Common Stock Issuable Shares Paid-In Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance as of March 31, 2024 32,464 $ 32 — $ — $ 77,432 $ ( 65,929 ) $ 11,535 Shares issued for services 10 — — — 15 — 15 Exercise of warrants 55 — — — 68 — 68 Issuances under equity incentive plan 32 — — — 6 — 6 Stock-based compensation — — — — 529 — 529 Net loss — — — — — ( 4,137 ) ( 4,137 ) Balance as of June 30, 2024 32,561 $ 32 — $ — $ 78,050 $ ( 70,066 ) $ 8,016 Shares issued for services 20 — — — 35 — 35 Exercise of warrants 939 1 — — 844 — 845 At-the-market sales of stock, net 825 1 — — 1,922 — 1,923 Issuances under equity incentive plan 25 — — — 9 — 9 Stock-based compensation — — — — 1,044 — 1,044 Net loss — — — — — ( 4,956 ) ( 4,956 ) Balance as of September 30, 2024 34,370 $ 34 — $ — $ 81,904 $ ( 75,022 ) $ 6,916 Issuance of common stock in equity offering, net 5,451 6 — — 7,338 — 7,344 Exercise of warrants 723 1 — — 195 — 196 At-the-market sales of stock, net 96 — — 191 — 191 Issuances under equity incentive plan 25 — — — 5 — 5 Stock-based compensation — — — — 414 — 414 Net loss — — — — — ( 4,804 ) ( 4,804 ) Balance as of December 31, 2024 40,665 $ 41 — $ — $ 90,047 $ ( 79,826 ) $ 10,262 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Modular Medical, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) Nine Months Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 21,852 ) $ ( 13,897 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 2,071 2,007 Depreciation and amortization 1,231 737 Change in fair value of warrant liabilities 129 — Shares issued for services 7 48 Changes in assets and liabilities: Prepaid expenses and other assets ( 103 ) ( 20 ) Lease right-of-use asset 298 275 Accounts payable and accrued expenses 593 ( 285 ) Lease liabilities ( 312 ) ( 275 ) Net cash used in operating activities ( 17,938 ) ( 11,410 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment ( 2,927 ) ( 1,545 ) Net cash used in investing activities ( 2,927 ) ( 1,545 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from at-the-market sales of common stock, net 1,902 2,114 Proceeds from exercise of common stock purchase warrants 5 1,251 Proceeds from public offering of common stock, net — 7,344 Proceeds from public offering of common stock and warrants, net 4,828 — Proceeds from warrant inducement offering, net 3,972 — Net cash provided by financing activities 10,707 10,709 Net decrease in cash and cash equivalents ( 10,158 ) ( 2,246 ) Cash and cash equivalents at beginning of period 13,095 9,232 Cash and cash equivalents at end of period $ 2,937 $ 6,986 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 MODULAR MEDICAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 – THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Modular Medical, Inc. (the “Company”) was incorporated in Nevada in October 1998 under the name Bear Lake Recreation, Inc. The Company had no material business operations until approximately 2017, when it acquired all of the issued and outstanding shares of Quasuras, Inc., a Delaware corporation (“Quasuras”) and changed its name from Bear Lake Recreation, Inc. to Modular Medical, Inc. The Company is a pre-revenue, medical device company focused on the design, development and commercialization of innovative insulin delivery systems using modernized technology to increase pump adoption in the diabetes marketplace. Through the creation of innovative two-part patch pumps, the Company seeks to fundamentally alter the trade-offs between cost and complexity and access to the higher standards of care requiring considerable motivation that presently available insulin pumps provide. By simplifying and streamlining the user experience from introduction, prescription, reimbursement, training and day-to-day use, the Company seeks to expand the wearable insulin delivery device market beyond the highly motivated “super users” and expand the category into the mass market. The product seeks to serve both the type 1 and the rapidly growing, especially in terms of device adoption, type 2 diabetes markets. In January 2024, the Company submitted a 510(k) premarket notification to the United States Food and Drug Administration (“FDA”) for its initial product, the MODD1, and, in September 2024, the Company received FDA clearance to market and sell its MODD1 pump in the United States. The Company is seeking FDA approval for an updated version of the MODD1 product, called the Pivot, which is a tubeless version of the product that integrates the set into a true tubeless patch. The Company intends to go to market with its Pivot product, when the required regulatory approval from the FDA is received. Liquidity and Going Concern The Company does not currently have revenues to generate cash flows to cover operating expenses. Since its inception, the Company has incurred operating losses and negative cash flows in each year due to costs incurred in connection with its operations. The Company expects to continue to incur operating losses for the foreseeable future and incur cash outflows from operations as it continues to invest in the development and commercialization of its products. The Company expects that its operating expenses will continue to increase, and, as a result, it will eventually need to generate significant revenue to achieve profitability. When considered with its current operating plan, these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the consolidated financial statements as of and for the year ended March 31, 2025, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments that might result from this uncertainty. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to raise additional capital, through the sale of additional equity or debt securities, to support its future operations. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its pump products, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product offering. If the Company is unable to secure additional capital, it may be required to curtail its product commercialization and research and development initiatives and take additional measures to reduce costs in order to conserve its cash. As disclosed in Note 4, in December 2025, the Company completed a public offering of common stock and warrants for net proceeds of approximately $ 4.8 million and during the nine months ended December 31, 2025, the Company received approximately $ 4.0 million of net proceeds from a warrant inducement offering and $ 1.9 million from sales of shares of common stock under its at-the-market sales program. 5 Basis of Presentation The Company’s fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in these notes to the condensed consolidated financial statements refers to the fiscal year ended March 31 of the calendar year indicated (for example, fiscal 2026 refers to the fiscal year ending March 31, 2026). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Quasuras. All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the rules and regulations of the United States Security and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of March 31, 2025 has been derived from the audited consolidated financial statements at that date. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with these rules and regulations of the SEC. The information in this report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its most recent annual report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to summarize fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the nine months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the year ending March 31, 2026 or for any other future period. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Estimates may include those pertaining to accruals, stock-based compensation and income taxes. Actual results could differ from those estimates. Research and Development The Company expenses research and development expenditures as incurred. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. The Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to its existing stockholders and to its business. 6 Cash and Cash Equivalents Cash and cash equivalents include cash held in demand deposit and money market accounts, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Property and Equipment Property and equipment are recorded at historical cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years . Depreciation is recorded in operating expenses in the consolidated statements of operations. Leasehold improvements and assets acquired through finance leases are amortized over the shorter of their estimated useful life or the lease term, and amortization is recorded in operating expenses in the consolidated statements of operations. Construction-in-process includes machinery and equipment and is stated at cost and not depreciated. Depreciation on construction-in-process commences when the assets are ready for their intended use and placed into service. Fair Value of Financial Instruments The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment are used to measure fair value. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 investments and other financial instruments involves the most management judgment and subjectivity. Due to their short-term nature, the carrying values of cash equivalents, accounts payable and accrued expenses, approximate fair value. The Company measures the fair value of its warrant liabilities using Level 3 inputs. Leases The Company’s right-of-use assets consist of leased assets recognized in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 842, Leases , which requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with the lessor. In cases where the lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. 7 Stock-Based Compensation The Company periodically issues stock options, restricted stock units and stock awards to employees and non-employees. The Company accounts for such awards based on FASB ASC Topic 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period, usually the vesting period. With respect to performance-based awards, the Company assesses the probability of achieving the requisite performance criteria before recognizing compensation expense. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (“Black Scholes”) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. Per-Share Amounts Basic net loss per share is computed by dividing loss for the period by the weighted-average number of shares of common stock outstanding (“WASO”) during the period. In addition, the Company includes the number of shares of common stock issuable, including under pre-funded warrants, as outstanding for purposes of the WASO calculation. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options and exercise of warrants. For the nine months ended December 31, 2025 and 2024, the following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands). Nine Months Ended December 31, 2025 2024 Options to purchase common stock 7,340 4,633 Unvested restricted stock units 42 125 Common stock purchase warrants 22,761 10,647 Total 30,143 15,405 Reclassifications Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. Comprehensive Loss Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the three and nine months ended December 31, 2025 and 2024, the Company’s comprehensive loss was the same as its net loss. Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The standard is effective for the Company for annual periods beginning April 1, 2027 and interim periods beginning April 1, 2028, with early adoption permitted. The standard may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements. 8 In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (the “Update”), an amendment to improve the guidance in Topic 270, Interim Report ing, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270 apply to all entities that provide interim financial statements and notes in accordance with GAAP. In addition, the amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP with the objective to provide clarity about the current requirements. The Update is effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that the Update will have on the presentation of its consolidated financial statements. NOTE 2 – CONSOLIDATED BALANCE SHEET DETAIL December 31, March 31, 2025 2025 (in thousands) Prepaid and other current assets Prepaid expenses $ 516 $ 352 Other 13 70 $ 529 $ 422 December 31, March 31, 2025 2025 (in thousands) Property and equipment, net Machinery and equipment $ 8,189 $ 5,311 Computer equipment and software 45 66 Construction-in-process 800 685 Leasehold improvements 33 33 Office equipment 45 45 9,112 6,140 Less: accumulated depreciation and amortization ( 2,785 ) ( 1,687 ) Total $ 6,327 $ 4,453 December 31, 2025 March 31, 2025 (in thousands) Accrued expenses Accrued wages and employee benefits $ 408 $ 391 Other 299 113 Total $ 707 $ 504 NOTE 3 – LEASES Thornmint Road, San Diego, CA The 48 -month lease term commenced February 1, 2023, and the lease provides for an initial base monthly rent of $ 36,000 with annual rent increases of approximately 4 %. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and certain other operating costs. A discount rate of 8 %, which approximated the Company’s incremental borrowing rate, was used to measure the lease asset and liability. The Company obtained a right-of-use asset of approximately $ 1,560,000 in exchange for its obligations under the operating lease. 9 Future minimum payments under the facility operating lease, as of December 31, 2025, are listed in the table below (in thousands). Annual Fiscal Years 2026 $ 120 2027 405 Total future lease payments $ 525 Less: Imputed interest ( 21 ) Present value of lease liability $ 504 Cash paid for amounts included in the measurement of lease liabilities was approximately $ 350,000 and $ 337,000 for the nine months ended December 31, 2025 and 2024, respectively. Rent expense was approximately $ 337,000 for each of the nine-month periods ended December 31, 2025 and 2024 and $ 112,000 for each of the three-month periods ended December 31, 2025 and 2024. NOTE 4 – STOCKHOLDERS’ EQUITY ATM Offering In November 2023, the Company entered into a Sales Agreement (the “ATM Agreement”) with Leerink Partners LLC (“Leerink”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, for aggregate gross proceeds of up to $ 6,500 ,000 through an “at the market offering” program under which Leerink will act as sales agent or principal. The ATM Agreement provides that Leerink will be entitled to compensation for its services equal to 3.0 % of the gross proceeds from sales of any shares of common stock under the ATM Agreement. The Company has no obligation to sell any shares under the ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement. During the three and nine months ended December 31, 2025, under the ATM Agreement, the Company sold 1,870,903 and 2,880,103 shares of common stock for net proceeds of $ 1,148,107 and $ 1,881,893 , respectively. Public Offering On December 10, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (“Newbridge”), relating to a firm commitment underwritten offering (the “Offering”) of (i) 12,173,000 shares of the Company’s common stock, referred to as the “Firm Shares,” and (ii) accompanying warrants exercisable to purchase up to 6,086,500 shares of the Company’s common stock (the “Warrants”), referred to as the “Firm Warrants.” The Offering closed on December 11, 2025 (the “Closing Date”), and the net proceeds to the Company from the Offering were approximately $ 4.1 million, after deducting underwriting discounts and commissions and offering expenses. Pursuant to the Agreement, the Company paid Newbridge a cash fee equal to 7 % of the gross proceeds received from the Offering and reimbursed Newbridge for its expenses in an amount of $ 85 ,000. In the Offering, each two shares of common stock were offered and sold together with one accompanying warrant at a combined price of $ 0.77 , yielding an effective price of $ 0.38 per share and $ 0.01 per warrant. The Warrants have an exercise price of $ 0.45 per share, were exercisable immediately upon issuance, and will expire five years following the date of issuance. Pursuant to the Underwriting Agreement, the Company granted to Newbridge a 30 -day option (the “Over-allotment Option”) to purchase from the Company (i) up to an additional 1,825,950 shares of common stock, representing 15 % of the Firm Shares sold in the Offering (the “Option Shares”), and/or (ii) additional Warrants to purchase up to 912,975 shares of common stock, representing 15% of the Firm Warrants (the “Over-allotment Warrants”) sold in the Offering, solely for the purpose of covering over-allotments of such securities. Newbridge exercised the Over-allotment Option in full, and, on December 22, 2025 (the “Over-Allotment Closing Date”), the Company issued the full amount of Option Shares and Over-allotment Warrants for net proceeds of approximately $ 0.7 million. As discussed in Note 5, the Firm Warrants and the Over-allotment Warrants had a total fair value at the dates of issuance of $ 1,781,699 and are accounted for as liabilities. The Company also agreed to issue to Newbridge on the Closing Date and each Over-allotment Option closing date, warrant (the “Underwriter Warrants”) for the purchase of a number of shares of common stock equal to an aggregate of 7 % of the Firm Shares sold on the Closing Date (equal to 852,110 shares) and 7 % of the Option Shares sold on each Over-allotment Option Closing Date (equal to 127,816 shares). The Underwriter Warrants have substantially the same terms as the Firm Warrants, except that the Underwriter Warrants have an exercise price of $ 0.462 per share, are not exercisable for 180 days from the Closing Date and will include piggyback registration rights that are triggered if there is not an effective registration statement covering all of the shares of common stock issuable upon exercise of the Underwriter Warrants. As discussed in Note 5, the Underwriter Warrants had a total fair value at the dates of issuance of $ 248,294 and are accounted for as liabilities. 10 Warrant Inducement Offering In September 2025, the Company entered into inducement offer letter agreements (the “Inducement Letters”) with certain holders (the “Holders”) of warrants issued in May 2023 (the “2023 Warrants”) and in March 2025 (the “March 2025 Warrants” and, collectively with the 2023 Warrants, the “Existing Warrants”) to purchase up to an aggregate of 6,504,731 shares of the Company’s common stock. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash i) 2023 Warrants to purchase 1,901,700 shares of common stock with an original exercise price of $ 1.22 per share and ii) March 2025 Warrants to purchase 4,603,031 shares with an original exercise price of $ 1.12 per share at a reduced exercise price of $ 0.68 per share in consideration for the Company’s agreement to issue in a private placement new common stock purchase warrants to purchase an aggregate of 3,252,366 shares (the “September 2025 Warrants”). The September 2025 Warrants have an exercise price of 0.84 per share, were exercisable upon issuance and expire on the five-year anniversary of the date of issuance. As of December 31, 2025, the Company had issued 6,495,481 shares of common stock and 3,247,741 September 2025 Warrants. As of December 31, 2025, 9,250 shares of common stock (the “Issuable Shares”) and 4,625 September 2025 Warrants were pending issuance. The fair value of the unissued Issuable Shares has been presented separately as issuable shares on the condensed consolidated balance sheets and statements of stockholders’ equity as of December 31, 2025. The Company accounted for the issuance of the: i) shares of its common stock and ii) the September 2025 Warrants as a single equity transaction for gross proceeds of approximately $ 4.4 million, which proceeds had been received in full as of September 30, 2025. In relation to the above warrant inducement offering, the Company engaged Newbridge as the servicing agent and paid it a fee of $ 400 ,000 and expense reimbursement of $ 50 ,000. Equity-Classified Warrants The following table sets forth changes in the number of common stock purchase warrants outstanding during fiscal 2026 (share amounts in thousands): Number of Exercise Shares Price ($) Expiration Balance as of March 31, 2025 18,561 Warrants exercised ( 531 ) 0.01 — Balance as of June 30, 2025 18,030 Warrants issued 2,930 0.84 September 2030 Warrants exercised ( 1,726 ) 0.68 May 2028 Warrants exercised ( 4,134 ) 0.68 March 2029 Balance as of September 30, 2025 15,100 Warrants issued 317 0.84 September 2030 Warrants exercised ( 166 ) 0.68 May 2028 Warrants exercised ( 469 ) 0.68 March 2029 Balance as of December 31, 2025 14,782 As of December 31, 2025, the Company had the following warrants outstanding (share amounts in thousands): Number of Exercise Type Shares Price ($) Expiration Common stock 3,247 0.84 September 2030 Common stock 1,905 1.12 March 2029 Common stock 1,673 1.22 May 2028 Common stock 484 1.32 May 2027 Common stock 875 1.40 March 2029 Common stock 381 1.875 November 2029 Common stock 768 6.00 January 2027 - February 2027 Common stock 4,011 6.60 February 2027 Common stock 1,438 6.60 November 2027 Total 14,782 11 Share Issuances to Service Providers During the nine months ended December 31, 2025 and 2024, the Company issued 10,000 and 30,000 shares of common stock, respectively, with fair values of approximately $ 11 ,000 and $ 51 ,000, respectively, to service providers. Note 5 – WARRANTS CLASSIFIED AS LIABILITIES As of the Closing Date and Over-Allotment Closing Date, the Company did not have adequate authorized shares of common stock to settle all of the Firm Warrants, the Over-allotment Warrants and the Underwriter Warrants (collectively, the “Offering Warrants”). Therefore, pursuant to ASC No. 480, the Company has classified the Offering Warrants as liabilities in its condensed consolidated balance sheets. The classification of the Offering Warrants, including whether the Offering Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the condensed consolidated statements of operations. The fair values of the Firm Warrants and Underwriter Warrants issued on the Closing Date were determined using the Black Scholes model with the following assumptions: (i) expected term based on the remaining contractual terms, (ii) risk-free interest rate of 3.7 %, which was based on a comparable US Treasury 5-year bond, (iii) expected volatility of 102.8 % and (iv) an expected dividend of zero . The fair values of the Underwriter Warrants and Over-Allotment Warrants issued on the Over-Allotment Closing Date, were determined using the Black Scholes model with the following assumptions: (i) expected term based on the remaining contractual terms, (ii) risk-free interest rate of 3.7 %, which was based on a comparable US Treasury 5-year bond, (iii) expected volatility of 102.6 % and (iv) an expected dividend of zero . The fair values of the Offering Warrants at December 31, 2025, were determined using the Black Scholes model with the following assumptions: (i) expected term based on the remaining contractual terms, (ii) risk-free interest rate of 3.7 %, which was based on a comparable US Treasury 5-year bond, (iii) expected volatility of 102.8 % and (iv) an expected dividend of zero . As of December 31, 2025, the Company had the following liability-classified warrants outstanding (amounts in thousands): Number of Warrants on Common Shares Amount ($) Balance as of March 31, 2025 — — Recognition of warrant liability 7,979 2,030 Loss on change in fair value of warrants — 129 Balance as of December 31, 2025 7,979 2,159 NOTE 6 – STOCK-BASED COMPENSATION Amended and Restated 2017 Equity Incentive Plan In October 2017, the Company’s board of directors (the “Board”) approved the 2017 Equity Incentive Plan (the “Plan”) with 1,000,000 shares of common stock reserved for issuance. In January 2020 and August 2021, the Board approved increases in the number of shares reserved for issuance under the Plan by 333,334 and 1,333,334 shares, respectively. In January 2023, February 2024 and February 2025, the Company’s stockholders approved increases in the number of shares reserved for issuance under the Plan by an additional 2,000,000 , 3,000,000 and 3,000,000 shares, respectively. Under the Plan, eligible employees, directors and consultants may be granted a broad range of awards, including stock options, stock appreciation rights, restricted stock, performance-based awards and restricted stock units (“RSUs”). The Plan is administered by the Board or, in the alternative, a committee designated by the Board. Stock-Based Compensation Expense Stock options granted by the Company generally vest over 36 months and have a 10 -year term. As of December 31, 2025, the unamortized compensation cost related to stock options was approximately $ 1,111,826 and is expected to be recognized as expense over a weighted-average period of approximately 1.10 years. In April 2025, under its Two-Part FDA Submission and Product Milestone Bonus Program (the “Program”, the Company granted stock options for 1,941,000 shares, which are subject to vesting based upon achievement of two performance milestones by the Company and continued service by the optionee. The two performance milestones set forth under the Program were (i) submission of the 510(k) to the FDA for the Pivot pump product on or before October 31, 2025 (“Milestone 1”) and (ii) validation of the manufacturing line validated for the Pivot pump product with capacity to serve 6,000 patients by March 15, 2026 (“Milestone 2”). The Company has commenced expense recognition for all option shares issued under the Program based on its assessment of the probability of achievement of the applicable performance requirements. During the quarter ended December 31, 2025, the 945,500 outstanding Milestone 1 options vested. 12 The weighted-average grant date fair value of options granted was $ 0.71 and $ 1.42 per share for the nine months ended December 31, 2025 and 2024, respectively, and $ 0.39 and $ 1.56 for the three months ended December 31, 2025 and 2024, respectively. The following assumptions were used in the fair-value method calculations: Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Risk-free interest rates 3.7 % - 3.8 % 3.9 % - 4.4 % 3.7 % - 4.1 % 3.5 % - 4.4 % Volatility 102 % - 106 % 110 % - 113 % 102 % - 107 % 110 % - 123 % Expected life (years) 5.0 – 5.7 5.0 – 5.7 5.0 – 5.7 5.0 – 5.7 Expected dividend % — — — — The fair values of options at the grant date were estimated utilizing the Black-Scholes valuation model, which includes simplified methods to establish the fair term of options, as well as average volatility. The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates, as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. A dividend yield of zero was applied because the Company has never paid dividends and has no intention to pay dividends in the foreseeable future. The Company accounts for forfeitures as they occur. The following table summarizes the activity in the shares available for grant under the Plan during the nine months ended December 31, 2025: Options Outstanding Weighted Shares Average Available Number of Exercise for Grant Shares Prices Balance at March 31, 2025 5,397,872 4,917,090 $ 3.17 Share awards ( 6,375 ) — 0.68 Options granted ( 2,291,172 ) 2,291,172 0.93 Options cancelled and returned to the Plan 8,056 ( 8,056 ) 1.52 Balance at June 30, 2025 3,108,381 7,200,206 $ 2.46 Share awards ( 6,375 ) — 0.70 Options granted ( 139,375 ) 139,375 0.71 Options cancelled and returned to the Plan 110,555 ( 110,555 ) 1.13 Balance at September 30, 2025 3,073,186 7,229,026 $ 2.44 Share awards ( 6,375 ) — 0.36 Options granted ( 234,375 ) 234,375 0.49 Options cancelled and returned to the Plan 123,279 ( 123,279 ) 2.43 Balance at December 31, 2025 2,955,715 7,340,122 $ 2.38 There were no stock options exercised during the nine months ended December 31, 2025. A stock option was exercised on a cashless basis for 7,530 shares of common stock during the nine months ended December 31, 2024. During the nine months ended December 31, 2025 and 2024, the Company awarded 19,125 and 11,625 shares, respectively, and for the three months ended December 31, 2025 and 2024, the Company awarded 6,375 and 3,875 shares, respectively, to its non-employee directors under the Company’s outside director compensation plan. For the nine months ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense for these share awards of approximately $ 11,000 and $ 20,000 , respectively, and, for the three months ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense for these share awards of approximately $ 2,000 and $ 5,000 , respectively. A summary of restricted stock unit RSU activity under the Plan is presented below. Weighted Average Number of Shares Grant-Date Fair Value Non-vested shares at March 31, 2025 104,168 $ 0.91 Vested ( 20,833 ) $ 0.91 Non-vested shares at June 30, 2025 83,335 $ 0.91 Vested ( 20,834 ) $ 0.91 Non-vested shares at September 30, 2025 62,501 $ 0.91 Vested ( 20,833 ) $ 0.91 Non-vested shares at December 31, 2025 41,668 $ 0.91 The total intrinsic value of RSUs outstanding as of December 31, 2025 was approximately $ 15,000 . The unamortized compensation cost at December 31, 2025 was approximately $ 39,000 related to RSUs and is expected to be recognized as expense over a period of approximately 0.50 years. 13 The following table summarizes the range of outstanding and exercisable options as of December 31, 2025: Options Outstanding Options Exercisable Weighted Average Remaining Weighted Weighted Contractual Average Average Aggregate Number Life Exercise Number Exercise Intrinsic Range of Exercise Price Outstanding (in Years) Price ($) Exercisable Price ($) Value ($) $0.36 - $2.28 5,934,516 8.23 1.26 3,863,655 1.38 182 $3.95 - $7.51 923,145 5.42 5.31 923,145 5.31 — $8.61 - $17.70 482,461 5.47 10.59 482,461 10.59 — $0.36 - $17.70 7,340,122 7.69 2.38 5,269,261 2.91 182 The intrinsic value per share is calculated as the excess of the closing price of the common stock on the Company’s principal trading market over the exercise price of the option. NOTE 7 – INCOME TAXES The Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. Based on the available information and other factors, management believes it is more likely than not that its federal and state net deferred tax assets will not be fully realized, and the Company has recorded a full valuation allowance. The Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. All tax returns for fiscal 2018 to fiscal 2025 may be subject to examination by the U.S. federal and state tax authorities. As of December 31, 2025, the Company has not recorded any liability for unrecognized tax benefits related to uncertain tax positions. NOTE 8 – COMMITMENTS AND CONTINGENCIES Litigations, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. 14 Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No amounts were reflected in the Company’s consolidated financial statements for the three and nine months ended December 31, 2025 and 2024 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements. Purchase Obligations The Company’s primary purchase obligations include purchase orders for machinery and equipment. At December 31, 2025, the Company had outstanding purchase orders for machinery and equipment and related expenditures of approximately $ 1,993,000 . NOTE 9 – BUSINESS SEGMENT AND CONCENTRATIONS Segment Information The Company determines its reporting units in accordance with ASC No. 280, Segment Reporting (“ASC 280”), as amended by ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which the Company adopted effective March 31, 2025. Management evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company’s chief executive officer is the chief operating decision maker (the “CODM”), and the CODM evaluates financial performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, including consolidated net income (loss). Because the CODM evaluates financial performance on a consolidated basis, the Company operates and manages its business as one reportable and operating segment as a medical device company focused on the design, development and eventual commercialization of innovative insulin pumps using modernized technology. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. 15 Significant segment expenses include research and development expenditures, salaries and benefits, and stock-based compensation. Operating expenses include all remaining costs necessary to operate the Company’s business, which primarily include facilities, external professional services and other administrative expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by the CODM: December 31, 2025 2024 (in thousands) Research and development $ 4,800 $ 2,987 Compensation 9,303 5,761 Stock-based compensation 2,071 2,007 Other operating expenses 5,707 3,315 Other expense ( 29 ) ( 173 ) Net loss $ 21,852 $ 13,897 Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash held in demand deposit accounts. The Company maintains its cash at high credit quality financial institutions within the United States, which are insured by the Federal Deposit Insurance Corporation up to limits of approximately $ 250,000 . No reserve has been made in the financial statements for any possible loss due to financial institution failure. The following table lists significant vendors that represented more than 10% of the Company’s total accounts payable balance at each respective balance sheet date: December 31, March 31, 2025 2025 Vendor A 17.3 % — Vendor B 19.4 % — Vendor C * 12.7 % Vendor D — 11.9 % * Represents less than 10% NOTE 10 – RELATED PARTY TRANSACTIONS A family member of one of the Company’s executive officers is an employee of the Company. During the three months ended December 31, 2025 and 2024, the Company paid the family member approximately $ 33,760 and $ 38,191 , respectively. During the nine months ended December 31, 2025 and 2024, the Company paid the family member approximately $ 120,220 and $ 138,510 , respectively, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of any stock options granted during each period. A second family member of one of the Company’s executive officers consulted with and became an employee of the Company during 2025. During the three months ended December 31, 2025, the Company paid the family member approximately $ 16 ,000. During the nine months ended December 31, 2025, the Company paid the family member approximately $ 50,600 , which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of stock options granted. Two members of the Board participated in the Offering and purchased 60,000 and 22,000 shares, respectively, and accompanying warrants for net proceeds to the Company of $ 46,200 and $ 16,940 , respectively. NOTE 11 – SUBSEQUENT EVENTS On January 23, 2026, the Company’s shareholders approved increases to: i) the number of shares reserved for issuance under the Plan by 3,000,000 shares and ii) the authorized shares of common stock from 100,000,000 to 250,000,000 . On January 23, 2026, the Company filed a certificate of amendment to its Amended and Restated Articles of Incorporation with the secretary of state of the state of Nevada to increase its number of authorized shares of common stock to 250,000,000 . 16