Modular Medical, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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, 2026, 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. 46 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, 2026. Remediation of a Previously Reported Material Weakness in Internal Control Over Financial Reporting As previously reported in our Form 10-Q for the period ended December 31, 2025, we identified a material weaknesses in our internal control over financial reporting. We did not design and maintain effective controls related to the accounting for the warrants issued in the public offering completed in December 2025. In response to this identified material weakness, our management, with the oversight of the Audit Committee of our board of directors, has been actively engaged in remediating the a bove material weakness. During the quarter ended March 31, 2026, we implemented remediation measures designed to remediate this material weakness, including: ● Engaging external technical accounting specialists to assist management in evaluating the accounting for financing transactions involving warrants and similar financial instruments; and ● Designing and implementing formal review and approval controls over management’s accounting analyses for such transactions, to be performed by personnel with the appropriate level of technical accounting knowledge, experience and training. Management has concluded that the remediation measures described above related to the accounting for warrants, and similar financial instruments have been implemented, and operated effectively for a sufficient period of time for management to conclude, based on the results of our testing over the design and operating effectiveness of these controls, that the previously identified material weakness has been remediated as of March 31, 2026. Changes in Internal Control over Financial Reporting Except for the remediation measures described above, there were no additional changes in our internal controls over financial reporting during the fourth fiscal quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures 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. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 47 PART III ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The names of our directors, executive officers and certain information about each of them are set forth below. Name Age Position James Besser 50 Chief Executive Officer Paul DiPerna 67 President, Chief Financial Officer, Treasurer and Chairman of the Board of Directors Kevin Schmid 67 Chief Operating Officer Duane DeSisto (1) 71 Director Steven Felsher (2)(3) 77 Director Morgan C. Frank 54 Director Jeffrey Goldberg (1) (3) 60 Director Philip Sheibley (2)(3) 67 Director Carmen Volkart (1)(2) 65 Director Ellen O’Connor Vos 70 Director (1) Member of Compensation Committee (2) Member of Audit Committee (3) Member of Nominating and Governance Committee There are no family relationships among any of our directors or executive officers. The principal occupations and positions for at least the past five years of our directors and executive officers are described below. James “Jeb” Besser. Mr. Besser has served as our chief executive officer since February 2022 and combines over 25 years of experience in alternative investments, strategic advisory, corporate strategy and corporate governance. Since 1999, he has been a managing member at Manchester Management Company, LLC (“Manchester”), an investment management firm. Mr. Besser is also currently a director of River Stone Biotech, a development stage specialty bioprocessing company. He holds a B.A. in history from Brown University. We believe that Mr. Besser is qualified to serve as member of our board of directors due to his extensive prior experience conducting financial analysis of public companies (certain of which were in the development stage), including such public companies’ management teams, products, including products in the development stage, the potential markets for such products and other factors that could affect the likelihood and timing of success and market penetration of such entities’ products as well as his capital raising activities. We believe this provides us with valuable insights into the financial markets and investment criteria of institutional and other investors as well as capital raising activities. Paul DiPerna. Mr. 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. In 2015, he founded Quasuras, an early-stage medical device company developing an insulin pump product, and, until its acquisition by us, he served as its chief executive officer and chairman. Prior to that, Mr. DiPerna founded Fuel Source Partners, LLC to incubate early stage medical device products and accumulate technical talent. Our current pump product was one of such proposed products and was spun-out to Quasuras in 2015. From 2012 to 2015, he served as a co-inventor at a private company with property rights in a medical device used for blood borne infection control called the Curos Cap, which was acquired by 3M Corporation. In 2003, Mr. 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. 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. Mr. 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. Mr. 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. 48 Kevin Schmid. Mr. Schmid has served as our chief operating officer since July 2022. He has over 19 years of experience in medical device senior management and high-volume global manufacturing operations. He served as a consultant to the Company from March 2022 until his hire date. Mr. 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. Schmid was vice president of drug delivery systems for the Stevanato Group, a provider of innovative packaging and drug delivery solutions for the pharmaceutical industry. From 2003 to 2015, Mr. Schmid was vice president of manufacturing, operations, and drug delivery systems for Insulet Corporation. He has a BSME degree from Clarkson University and an MBA from Sacred Heart University. Duane DeSisto. Mr. 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 companies. Currently 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. Mr. Felsher was appointed to our board of directors in November 2021. Mr. 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. 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. 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. Morgan C. Frank. Mr. 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, and, in May 2023, was appointed its chief executive officer. Mr. Frank 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. Mr. Frank holds a BA in Economics and in Political Science from Brown University. We believe that Mr. Frank is qualified to serve as member of our board of directors due to his extensive prior experience conducting financial analysis of public companies (certain of which were in the development stage), including such public companies’ management teams, products, including products in the development stage, the potential markets for such products and other factors that could affect the likelihood and timing of success and market penetration of such entities’ products as well as his capital raising activities. We believe this provides us with valuable insights into the financial markets and investment criteria of institutional and other investors as well as capital raising activities. 49 Jeffrey Goldberg. Mr. 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. In May 2026, Mr. Goldberg was appointed to the board of directors of Beasley Broadcast Group Inc., a Nasdaq-listed multiplatform media company providing advertising and digital marketing solutions across the United States. Since December 2023, he has served as a member of the board of directors of ATI Physical Therapy, Inc., a publicly-traded nationwide provider of physical therapy services. Mr. Goldberg also currently serves as a member of the board of directors of the following companies: Eating Recovery Centers/Pathlight, Lannett Company, Inc. and Banza. He 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 Mr. 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. Mr. Sheibley was appointed to our board of directors in November 2021. Mr. 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. 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. Mr. 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. Ms. 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. Ms. Volkart served as chief financial officer of Natureworks LLC, an advanced materials company offering a portfolio of renewably-sourced polymers, from October 2018 to September 2023. She served as a member of the board of directors, including as a member of the audit committee of Antares Pharma, Inc., a Nasdaq-listed, specialty pharmaceutical company, from October 2021 to May 2022, when it was acquired by another Nasdaq-listed company. From October 2012 to July 2018, Ms. Volkart served as chief financial officer and, for a portion of that time, as senior vice president of commercialization for NxThera, Inc., a medical device company pioneering the application of convective radiofrequency thermotherapy to treat endourological conditions. She served as global chief financial officer of Tornier N.V. from 2010 to 2012, and was chief operating and financial officer, corporate secretary, compliance officer and treasurer of Spine Wave, Inc. from 2006 to 2010. Prior to 2006, Ms. 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. Volkart is qualified to serve on our board of directors because of her substantial financial and public-company experience, as she has served as chief financial officer at multiple medical device and other companies. Ellen O’Connor Vos. Ms. Vos has served as a member of the Board of Directors since May 2021 and served as our chief executive officer from August 2021 until February 23, 2022. Ms. Vos has served as a member of VosHealth LLC, a healthcare consultancy firm, 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. Ms. 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. Ms. 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. 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; 50 ● 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; or ● 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. Since 2017, Mr. DiPerna has been serving as our chairman, and, since February 2022, Mr. Besser has been serving as our chief executive officer. Our board of directors has oversight responsibility for our risk management processes. Our board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate, regarding our assessment of risks. Our board of directors will focus on the most significant risks facing us and our general risk management strategy, and also ensure that risks undertaken by us are consistent with our appetite for risk. While our board of directors oversees our risk management processes, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that the leadership structure of our board of directors supports this approach. We have established an audit committee, a compensation committee, and a nominating and governance committee. Each committee’s members and functions are described below. 51 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 . Mr. Felsher, Mr. Sheibley and Ms. Volkart are the current members of the Audit Committee. Mr. 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. Mr. DeSisto, Ms. Volkart and Mr. Goldberg are the current members of the compensation committee, and Ms. Volkart serves as the chairperson. Each of our Compensation Committee members satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act. Our Compensation Committee is responsible for reviewing, recommending and approving our compensation policies and benefits, including the compensation of all of our executive officers and directors, and it also has the principal responsibility for the administration of our equity incentive plan. The responsibilities of our compensation committee are more fully described in the Compensation Committee Charter adopted by our board of directors, a current copy of which can be found on the investors section of our website, www.modular-medical.com . Nominating and 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, Mr. Felsher and Mr. Goldberg, and Mr. Sheibley serves as the chairperson. Each of the members of our Nominating and Governance Committee satisfies the “independence” requirements of the Nasdaq listing rules and meets the independence standards under Rule 10A-3 under the Exchange Act. The 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. DiPerna and Mr. Frank, 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. 52 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 We have 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. 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; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our board of directors from time to time. All of our directors have held high-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all of our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of ours. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who 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 2026, 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 fiscal 2026, except that: ● Mr. DeSisto failed to timely file a Form 4 to report a stock option granted on March 31, 2026; ● Mr. Felsher failed to timely file a Form 4 to report a stock option granted on March 31, 2026 ● Mr. Frank failed to timely file Form 4s to report stock options granted on September 30, 2025 and March 31, 2026; ● Mr. Frank failed to timely file a Form 4 to report a stock option granted on March 31, 2026; ● Mr. Goldberg failed to timely file Form 4s to report stock options granted on September 30, 2025 and March 31, 2026; ● Mr. Sheibley failed to timely file a Form 4 to report a stock option granted on March 31, 2026; ● Ms. Volkart failed to timely file a Form 4 to report a stock option granted on March 31, 2026; and ● Ms. Vos failed to timely file a Form 4 to report a stock option granted on March 31, 2026. 53 ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth compensation information for fiscal 2026 and 2025 for each of our named executive officers. Name and Principal Position Year Salary ($) Stock Awards ($) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) James E. Besser, 2026 — — 46,999 — — 46,999 Chief Executive Officer (2) 2025 — — — — — — Paul DiPerna, 2026 360,000 — 302,871 — — 662,871 President, President Chief Financial Officer, Treasurer and Chairman 2025 360,000 — 215,751 — — 575,751 Kevin Schmid, 2026 300,000 — 75,718 — — 375,718 Chief Operating Officer 2025 300,000 — 100,967 — — 400,967 (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. (2) Mr. Besser is paid de minimis annual compensation of $1.00. Outstanding Equity Awards at Fiscal Year-End The following table shows certain information regarding outstanding equity awards held by our named executive officers as of March 31, 2026. Number of Number of Securities Securities Underlying Underlying Option Unexercised Unexercised Exercise Option Options (#) Options (#) Price Expiration Name Exercisable Unexercisable ($) Date (1) James E. Besser 4,505 (2) — 33.30 10/2/2033 2,084 (3) — 28.20 04/24/2035 Paul DiPerna 39 (4) — 284.40 6/1/2030 39 (5) — 284.40 5/1/2030 39 (6) — 284.40 4/1/2030 56 (7) — 223.20 3/2/2030 59 (8) — 223.20 2/1/2030 58 (9) — 223.20 1/1/2030 61 (10) — 202.50 12/1/2029 61 (11) — 202.50 11/1/2029 58 (12) — 202.50 10/1/2029 56 (13) — 202.50 9/15/2029 56 (14) — 202.50 8/15/2029 56 (15) — 202.50 7/15/2029 55 (16) — 202.50 6/15/2029 56 (17) — 202.50 5/15/2029 55 (18) — 202.50 4/15/2029 57 (18) — 202.50 3/15/2029 54 Number of Number of Securities Securities Underlying Underlying Option Unexercised Unexercised Exercise Option Options (#) Options (#) Price Expiration Name Exercisable Unexercisable ($) Date (1) 55 (20) — 202.50 2/15/2029 54 (21) — 202.50 1/15/2029 60 (22) — 202.50 12/15/2028 60 (23) — 202.50 11/15/2028 201 (24) — 59.40 10/15/2028 201 (25) — 59.40 09/15/2028 201 (26) — 59.40 08/15/2028 3,334 (27) — 202.50 11/25/2029 1,500 (28) — 127.20 4/14/2032 1,620 (29) 47 (29) 49.50 4/3/2033 3,004 (2) — 33.30 10/2/2033 2,130 (31) 1,204 (31) 45.60 4/8/2034 1,952 (32) — 51.30 8/22/2034 6,667 (3) — 28.20 4/24/2035 Kevin Schmid 5,834 (33) — (33) 127.20 7/21/2032 3,241 (29) 93 (29) 45.00 4/3/2033 1,252 (2) — 33.30 10/2/2033 1,065 (31) 602 (31) 45.60 4/8/2034 814 (32) — 51.30 8/22/2034 1,667 (3) — 28.20 4/24/2035 (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 April 24, 2025 and vested upon our 510(k) premarket submission to the FDA for our Pivot pump product. (4) The option was granted on June 1, 2020, and the shares subject to this option were fully vested on the grant date. (5) The option was granted on May 1, 2020, and the shares subject to this option were fully vested on the grant date. (6) The option was granted on April 1, 2020, and the shares subject to this option were fully vested on the grant date. (7) The option was granted on March 2, 2020, and the shares subject to this option were fully vested on the grant date. (8) The option was granted on February 1, 2020, and the shares subject to this option were fully vested on the grant date. (9) The option was granted on January 1, 2020, and the shares subject to this option were fully vested on the grant date. (10) The option was granted on December 1, 2019, and the shares subject to this option were fully vested on the grant date. (11) The option was granted on November 1, 2019, and the shares subject to this option were fully vested on the grant date. (12) The option was granted on October 1, 2019, and the shares subject to this option were fully vested on the grant date. (13) The option was granted on September 15, 2019, and the shares subject to this option were fully vested on the grant date. (14) The option was granted on August 15, 2019, and the shares subject to this option were fully vested on the grant date. (15) The option was granted on July 15, 2019, and the shares subject to this option were fully vested on the grant date. (16) The option was granted on June 15, 2019, and the shares subject to this option were fully vested on the grant date. (17) The option was granted on May 15, 2019, and the shares subject to this option were fully vested on the grant date. (18) The option was granted on April 15, 2019, and the shares subject to this option were fully vested on the grant date. (19) The option was granted on March 15, 2019, and the shares subject to this option were fully vested on the grant date. (20) The option was granted on February 15, 2019, and the shares subject to this option were fully vested on the grant date. (21) The option was granted on January 15, 2019, and the shares subject to this option were fully vested on the grant date. (22) The option was granted on December 15, 2018, and the shares subject to this option were fully vested on the grant date. (23) The option was granted on November 15, 2018, and the shares subject to this option were fully vested on the grant date. (24) The option was granted on October 15, 2018, and the shares subject to this option were fully vested on the grant date. (25) The option was granted on September 15, 2018, and the shares subject to this option were fully vested on the grant date. (26) The option was granted on August 15, 2018, and the shares subject to this option were fully vested on the grant date. (27) 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. 55 (28) 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 (29) 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. (30) 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. (31) 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. (32) 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. (33) 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. Mr. 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. The 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. Mr. 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; (B) any “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; or ● 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. 56 If a change of control occurred on March 31, 2026, under the DiPerna Agreement, Mr. DiPerna would be entitled to the following: ● 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 1,251 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 $4.55 on the Nasdaq Capital Market on March 31, 2026 over the exercise price of the option. As of March 31, 2026, 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 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. DiPerna could earn from such arrangement. 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; and ● $5,000 for service as chair of a committee of the board of directors. 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 $300.00 per share of common stock would be used to calculate the number of shares subject to options or share awards. The following table summarizes the compensation earned by our non-employee directors in fiscal 2026: Name Fee Compensation ($) Option Awards ($) (1)(2) All Other Compensation ($) (1)(3) Total ($) Duane DeSisto 30,000 — 4,728 34,728 Steven Felsher — 11,032 1,419 12,451 Morgan Frank — 13,789 — 13,789 Jeffrey Goldberg 21,497 8,792 — 30,289 Philip Sheibley 30,000 11,032 — 41,032 Carmen Volkart — — 5,906 5,906 Ellen O’Connor Vos 25,000 11,032 — 36,032 (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 Form 10-K. These amounts do not reflect actual compensation earned or to be earned by our directors. (2) As of March 31, 2026, our non-employee directors each held outstanding options to purchase the following number of shares of our common stock: Steven Felsher, 5,271; Morgan Frank, 8,427; Jeffrey Goldberg, 860; Philip Sheibley, 2,556; Carmen Volkart, 6,021, Ellen O’Connor Vos, 7,535. (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. 57 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information as of June 1, 2026 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; and ● 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 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 1, 2026 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 5,411,160 shares of common stock outstanding as of June 1, 2026. 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. Number of Shares Beneficially Owned (Excluding Outstanding Equity Awards and Number of Shares Issuable on Exercise of Outstanding Equity Awards and Percent of Name and principal position Warrants) (1) Warrants (2) Class JEB Partners, L.P 11,014 (3) 11,014 * Manchester Explorer, L.P 126,851 (4) 30,463 2.89 Manchester Management Company, LLC 137,865 (5) 30,463 3.09 AWM Investment Company 366,666 (6) 233,834 9.99 Pathfinder Asset Management Ltd 299,775 (7) — 5.54 Solas Capital Management, LLC 288,095 (8) 176,755 8.32 Directors and Officers: James Besser 14,066 (9) 9,192 * Paul DiPerna 85,119 (10) 23,310 2.00 Kevin Schmid — 14,151 * Duane DeSisto 7,774 2,556 * Steven Felsher 8,464 5,271 * Morgan C. Frank 6,874 (11) 695 * Philip Sheibley 3,250 8,427 * Carmen Volkart 715 6,021 * Ellen O’Connor Vos 617 7,535 * Jeffrey Goldberg — 860 * All current directors and executive officers as a group (10 persons) 126,879 78,018 3.78 * 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, 2026. 58 (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, 2026. (3) Includes 11,014 shares directly held by JEB Partners, L.P., of which: (a) 8,417 shares were purchased in a private placement in 2017 (the “2017 Placement”); (b) 1,777 shares were purchased in a private placement in 2018 (the “2018 Placement”) and (c) 387 shares were purchased in a private placement in 2020 (the “2020 Placement”) and (d) 433 shares were purchased in the open market. (4) Includes 126,851 shares directly held by Manchester Explorer, L.P. of which: (a) 50,505 shares were purchased in the 2017 Placement, (b) 5,234 shares were purchased in the 2018 Placement, (c) 387 were purchased in the 2020 Placement, (d) 10,000 shares were purchased in a public offering in February 2022, (e) 7,809 shares were acquired upon the conversion of a convertible note in February 2022, (f) 30,000 shares were purchased in our February 2024 public offering, (g) 5,555 shares purchased in a public offering in November 2024 and (h) 17,361 shares purchased in a private placement in March 2025 (the “2025 Placement”); (iii) 11,016 shares held by JEB Partners, L.P. of which (a) 8,417 shares were purchased in the 2017 Placement, (b) 1,777 shares were purchased in the 2018 Placement and (c) 387 shares were purchased in the 2020 Placement; and (iv) 6,874 shares held by Mr. Frank, which shares were received upon our acquisition of Quasuras in exchange for Mr. Frank’s shares of Quasuras. Mr. Besser, as the managing member, and Mr. 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. and JEB Partners, L.P. The address for Manchester Explorer, L.P is 2 Calle Candina, No. 1701, San Juan, Puerto Rico 00907. (5) Includes 126,851 shares directly held by Manchester Explorer, L.P. and 11,014 shares held by JEB Partners, L.P. Mr. 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, L.P. The address for MMC, JEB Partners, L.P., and Manchester Explorer, L.P is 2 Calle Candina, No. 1701, San Juan, Puerto Rico 00907. (6) Based on information reported on a Schedule 13G filed with the SEC on May 4, 2026 by AWM Investment Company, Inc. AWM), which is the investment adviser to Special Situations Cayman Fund, L.P. (“SSCF”), Special Situations Fund III QP, L.P. (“SSFQP”), Special Situations Private Equity Fund, L.P. (“SSPE”) and Special Situations Life Sciences Fund, L.P. (“SSLS”). David M. Greenhouse (“Greenhouse”) and Adam C. Stettner (“Stettner”) are members of: SSCayman, L.L.C. (“SSCAY”), the general partner of SSCF; MGP Advisers Limited Partnership (“MGP”), the general partner of SSFQP; MG Advisers, L.L.C. (“MG”), the general partner of SSPE and LS Advisers, L.L.C. (“LS”). Greenhouse and Stettner are also controlling principals of AWM. As the investment adviser to the Funds, AWM holds sole voting power over 55,186 Shares, 1,003 pre-funded warrants and 85,288 warrants to purchase 85,288 shares held by SSCF; 189,258 shares, 103,231 pre-funded warrants and 292,490 warrants to purchase 292,490 shares held by SSFQP; 61,111 shares, 33,333 pre-funded warrants and 110,894 warrants to purchase 110,894 Shares of Common Stock held by SSPE; and 61,111 Shares, 33,333 pre-funded warrants and 94,444 warrants to purchase 94,444 shares held by SSLS. AWM is the investment adviser to each of the Funds. AWM holds sole investment power over 55,186 shares, 30,102 pre-funded warrants and 85,288 pre-split warrants to purchase 85,288 Shares held by SSCF; 189,258 Shares, 103,231 pre-funded warrants and 292,490 warrants to purchase 292,490 Shares held by SSFQP; 61,111 Shares, 33,333 pre-funded warrants and 110,8943 pre-split warrants to purchase 110,894 shares held by SSPE; and 61,111 Shares, 33,333 pre-funded warrants and 94,4444 pre-split warrants to purchase 94,444 shares held by SSLS. The principal business address for AWM, SSCF, SSFQP, SSPE, SSLS, Greenhouse and Stettner is 527 Madison Avenue, Suite 2600, New York, NY 10022. (7) Based on information reported on a Schedule 13G filed with the SEC on March 23, 2026 by Pathfinder Asset Management Ltd (“Pathfinder”). The principal business address for Pathfinder is 1450 - 1066 West Hastings St., Vancouver, BC, V6E 3X1, Canada. (8) Based on information reported on a Schedule 13G filed with the SEC on May 15, 2026 by Solas Capital Management, LLC (“Solas”). 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, 2 nd Floor, Darien, CT 06820. (9) Includes 14,066 shares directly held by Mr. Besser, of which: (a) 2,009 shares were received in exchange for Mr. Besser’s shares as a result of our acquisition of Quasuras; (b) 987 shares were purchased in a private placement in 2018 (the “2018 Placement”) and (c) 1,161 shares were purchased in a private placement in the 2020 Placement, (d) 4,700 shares were purchased in the open market and (e) 5,208 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. (10) Includes (i) 66,666 shares directly held by the Paul DiPerna Irrevocable Trust, (ii) 11,111 shares directly held by Mr. DiPerna’s adult daughters, Kelsie DiPerna and Alaria DiPerna, which shares Mr. DiPerna has sole voting power over; (iii) 6,930 shares directly held by the Paul DiPerna Trust, of which 3,367 shares were purchased in the 2017 Placement and 780 shares were acquired upon the conversion off a convertible note in February 2022 and (iv) 411 shares held by Mr. DiPerna. The 66,666 shares held by the Paul DiPerna Irrevocable Trust, 11,111 shares held by Mr. DiPerna’s adult daughters and 2,449 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. Mr. DiPerna is the chairman of our board of directors, and also serves as our president, chief financial officer and treasurer. Mr. DiPerna is the trustee of both the Paul DiPerna Irrevocable Trust and the Paul DiPerna Trust. (11) Includes 6,874 shares directly held by Mr. Frank, of which: (a) 2,009 shares were received in exchange for Mr. Frank’s shares as a result of our acquisition of Quasuras and (b) 4,865 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. 59 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, 2026. Number of securities to be issued upon exercise or vesting of outstanding equity awards (a) Weighted- average exercise price of outstanding options (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) Equity compensation plans not approved by security holders 326,095 $ 51.97 117,362 ITEM 13: 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, 2024. In accordance with the Audit Committee Charter, our Audit Committee is responsible for reviewing and approving all related party transactions. Offerings of Equity Securities 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, James Besser and Morgan Frank, owned approximately 3.4% of our outstanding shares of common stock at March 31, 2026. Mr. Besser is our chief executive officer and a managing member of MMC. Mr. Frank is a member of our Board, and he serves as the portfolio manager of Explorer and as a managing member of MMC. In March 2025, we completed a private placement of units, consisting of shares of common stock and common stock purchase warrants (the “2025 Placement”), and Explorer purchased 260,416 units in the 2025 Placement for aggregate gross proceeds to us of $500,000. In addition, Mr. Besser purchased 78,125 units in the 2025 Placement for aggregate gross proceeds to us of approximately $150,000. Two members of the Board purchased a total of 35,937 units in the 2025 Placement for gross proceeds to us of $69,000. 60 Two members of the Board participated in a confidentially marketed placement offering of our common stock and common stock purchase warrants in December 2025 and purchased 2,000 and 737 shares, respectively, and accompanying warrants for net proceeds to us of $46,200 and $16,940, respectively. Promissory Note In February 2026, we issued a secured promissory note (the “Bridge Note”) to Mr. Besser that provided us with a $350,000 revolving credit facility with all amounts being drawn down by us thereunder being due and payable, subject to acceleration in the event of a default, on March 25, 2026 (the “Maturity Date”). Interest at the rate of 12% was payable on each drawn down without regard to the draw down date or the date when interest is paid. The principal amount of the Bridge Note and interest due thereon was payable to Mr. Besser no later than the earlier of: (i) the Maturity Date and (ii) the date on which we have received proceeds in excess of $2,000,000 from a transaction or series of related transactions occurring prior to the Maturity Date, which such transactions constitute equity financings or other issuances of the Company’s equity securities. During the three months ended March 31, 2026, we made draws on the Bridge Note of $250,000 and incurred interest charges of $30,000. In March 2026, subsequent to the completion of the March 2026 Offering, the Bridge Note and accrued interest were paid in full. Compensation A daughter of Mr. DiPerna was an employee of ours until March 15, 2026, and, during the years ended March 31, 2026 and 2025, we paid her approximately $153,900 and $169,000, 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. Another daughter of Mr. DiPerna’s consulted with us and became an employee during 2025. During the year ended March 31, 2026, we paid the family member approximately $66,600, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of stock options granted during fiscal 2026. See “Management” above for other related-party transactions involving our executive officers and directors. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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, 2026 2025 Audit fees (1) $ 102 $ 94 Audit-related fees (2) 30 16 Total (3) $ 132 $ 110 (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 management. Among other things, the Audit Committee examines the effect that performance of non-audit services may have upon the independence of the auditors. 61 PART IV ITEM 15: EXHIBITS (a) Consolidated Financial Statements The following documents are filed as part of this Report: ● 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. (c) Exhibits: Required exhibits are incorporated by reference or are filed with this Report. Exhibit Reference Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 1.1** Sales Agreement, dated as of November 22, 2023, between Modular Medical, Inc. and Leerink Partners LLC 8-K 1.1 11/22/2023 1.2 Underwriting Agreement dated as of December 10, 2025 between Modular Medical, Inc. and Newbridge Securities Corp. 8-K 1.1 12/11/2025 1.3 Form of Placement Agency Agreement S-1 1.1 02/27/2026 2.1** 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. 8-K 2.1 07/28/2017 2.2 Addendum No. 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 8-K 2.2 05/12/2021 3.1 Third Amended and Restated Articles of Incorporation, as filed with the Secretary of State of Nevada on June 27, 2017 8-K 3.1 06/29/2017 3.2 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 8-K 3.1 12/01/2021 3.3 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 8-K 3.1 02/15/2024 3.4 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 January 23, 2026 8-K 3.1 01/23/2026 3.5 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 March 30, 2026 8-K 03/31/2026 3.6 Amended Bylaws 10-SB 3.2 03/08/2002 4.1* Amended and Restated 2017 Equity Incentive Plan, as amended X 4.2 Form of Warrant to Purchase Common Stock dated February 14, 2022 8-K 4.1 02/14/2022 4.3 Form of Pre-Funded Warrant to Purchase Common Stock dated May 2, 2022 8-K 4.1 05/05/2022 4.4 Form of Private Placement Warrant dated May 2, 2022 8-K 4.2 05/05/2022 4.5 Form of Investor Warrant dated May 2, 2022 S-1/A 4.5 05/05/2023 4.6 Form of Underwriter’s Warrant dated May 2, 2022 S-1/A 4.6 05/05/2023 4.7 Description of Securities of Modular Medical, Inc. 10-K 4.7 06/26/2023 4.8** Underwriting Agreement, dated as of November 21, 2024, between Modular Medical, Inc. and Titan Partners Group LLC 8-K 1.1 11/25/2024 4.9 Form of Underwriter Warrant dated November 25, 2024 8-K 4.1 11/25/2024 4.10 Form of Investor Common Stock Purchase Warrant dated March 26, 2025 8-K 4.1 03/26/2025 4.11 Form of Placement Agent Warrant dated March 26, 2025 8-K 4.2 03/26/2025 4.12 Form of Common Stock Purchase Warrant 8-K 4.1 09/23/2025 4.13 Form of Warrant 8-K 4.1 12/11/2025 4.14 Form of Underwriter Warrant 8-K 4.2 12/11/2025 4.15 Promissory Note dated February 23, 2026 8-K 10.27 02/24/2026 62 Exhibit Reference Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 4.16 Form of Common Warrant S-1 4.14 02/27/2026 4.17 Form of Pre-funded Warrant S-1 4.15 02/27/2026 10.1* Employment Agreement dated August 1, 2018, by and between Modular Medical, Inc. and Paul DiPerna S-1 10.4 06/27/2019 10.2 Intellectual Property Assignment Agreement dated July 24, 2017, by and between Modular Medical, Inc., Quasuras, Inc. and Paul DiPerna 8-K 10.3 07/28/2017 10.3* Technology Royalty Agreement dated as of July 24, 2017, by and between Modular Medical, Inc., Quasuras, Inc. and Paul DiPerna 8-K 10.4 07/28/2017 10.4 Standard Industrial/Commercial Agreement between Modular Medical, Inc. and Michael Summers dated January 5, 2023 S-1 10.28 04/24/2023 10.5* Form of Indemnification Agreement between Modular Medical, Inc. and each of its directors and officers used from January 23, 2020 10-Q 10.15 02/13/2020 10.6* Form of Notice of Stock Option Grant and Stock Option Agreement under the Amended and Restated 2017 Equity Incentive Plan, as amended 10-Q 10.16 02/13/2020 10.7* First Amendment to the Employment Agreement between Modular Medical, Inc. and Paul DiPerna effective as of May 12, 2020 8-K 10.18 05/27/2020 10.8* Second Amendment to Employment Agreement between Modular Medical, Inc. and Paul DiPerna effective as of July 1, 2020 10-Q 10.20 08/12/2020 10.9* Third Amendment to Employment Agreement between Modular Medical, Inc. and Paul DiPerna effective as of April 8, 2024 8-K 10.1 04/10/2024 10.10 Form of Convertible Promissory Note issued in the 2021 Private Placement 8-K 10.21 05/12/2021 10.11 Form of Common Stock Purchase Warrant issued in the 2021 Private Placement 8-K 10.22 05/12/2021 10.12 Warrant Agency Agreement between Modular Medical, Inc. and Colonial Stock Transfer Company, Inc. dated February 14, 2022 8-K 10.1 02/14/2022 10.13 Form of Warrant Omnibus Amendment Agreement S-1/A 10.31 02/07/2022 10.14* Severance and Release Agreement between Modular Medical, Inc. and Ellen O’Connor Vos dated February 23, 2022 S-1 10.33 07/06/2022 10.15* Offer Letter Agreement between Modular Medical, Inc. and Kevin Schmid dated July 13, 2022 8-K 10.1 07/26/2022 10.16* Form of Notice of Grant of Restricted Stock Unit Award and Agreement under the Amended and Restated Modular Medical, Inc. 2017 Equity Incentive Plan, as amended 10-Q 4.11 08/14/2023 10.17 Form of Warrant Agency Agreement S-1/A 10.29 05/05/2023 10.18* Modular Medical, Inc. Two-Part FDA Submission and Clearance Milestone Bonus Program 8-K 10.1 10/05/2023 10.19** Form of Securities Purchase Agreement dated March 26, 2025 8-K 10.1 03/26/2025 10.20** Form of Subscription Agreement dated March 25, 2025 8-K 10.2 03/26/2025 10.21 Form of 2023 Inducement Letter 8-K 10.1 09/23/2025 10.22 Form of 2025 Inducement Letter 8-K 10.2 09/23/2025 10.23** Form of Securities Purchase Agreement S-1 10.13 02/27/2026 10.24 Form of Warrant Agency Agreement S-1 10.14 02/27/2026 14.1 Code of Business Conduct and Ethics 10-K 14.1 06/20/2025 19.1 Insider Trading Compliance Program 10-K 19.1 06/20/2025 63 Exhibit Reference Filed or Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 21.1 Sole Subsidiary of Modular Medical, Inc. (as disclosed in the Notes to Consolidated Financial Statements as of March 31, 2026 in Item 8 of this Report) X 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (see signature page of this Report) X 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 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 X 97.1 Compensation Recovery Policy 10-K 97.1 06/21/2024 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Linkbase Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase X Document. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X * 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. ITEM 16. FORM 10-K SUMMARY Not applicable. 64 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 29, 2026. MODULAR MEDICAL, INC. By: /s/ James E. Besser James E. Besser Chief Executive Officer, (Principal Executive Officer) 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 indicated. Name Title Date /s/ James E. Besser Chief Executive Officer June 29, 2026 James E. Besser (Principal Executive Officer) /s/ Paul DiPerna Chairman, President and Chief Financial Officer June 29, 2026 Paul DiPerna (Principal Financial and Accounting Officer) /s/ Duane DeSisto Director June 29, 2026 Duane DeSisto /s/ Steven Felsher Director June 29, 2026 Steven Felsher /s/ Morgan C. Frank Director June 29, 2026 Morgan C. Frank /s/ Jeffrey Goldberg Director June 29, 2026 Jeffrey Goldberg /s/ Philip Sheibley Director June 29, 2026 Philip Sheibley /s/ Carmen Volkart Director June 29, 2026 Carmen Volkart /s/ Ellen O’Connor Vos Director June 29, 2026 Ellen O’Connor Vos 65