SCHEDULE 13D/A: Key Investors Boost Stake in Modular Medical, Inc. Through Private Placement

A group of reporting persons, including Manchester Management entities and key individuals, have increased their beneficial ownership in Modular Medical, Inc. to over 10% through recent share and warrant acquisitions.

Summary

• The filing is an Amendment No. 9 to Schedule 13D for Modular Medical, Inc. Common Stock, par value $0.001 per share.
• The reporting persons include Manchester Management Company, LLC, Manchester Explorer, L.P., Manchester Management PR, LLC, James E. Besser, Morgan C. Frank, and JEB Partners, L.P.
• As of March 20, 2025, James E. Besser is the beneficial owner of 5,685,236 shares, representing 10.5% of the Issuer's Common Stock.
• Morgan C. Frank is the beneficial owner of 5,121,936 shares, representing 9.4% of the Issuer's Common Stock.
• Manchester Management Company, LLC and Manchester Management PR, LLC each beneficially own 5,049,975 shares, representing 9.3% of the Issuer's Common Stock.
• Manchester Explorer, L.P. beneficially owns 4,719,502 shares, representing 8.7% of the Issuer's Common Stock.
• JEB Partners, L.P. beneficially owns 330,473 shares, representing 0.6% of the Issuer's Common Stock.
• The beneficial ownership percentages are calculated based on 40,665,220 shares outstanding as of February 13, 2025, plus 12,495,312 shares issued in a private placement, and shares acquirable from derivative securities held by certain reporting persons.
• On March 20, 2025, certain reporting persons and the Issuer entered into a transaction to purchase 'March Units', each comprised of two Shares and one warrant to purchase one Share.
• Manchester Explorer, L.P. acquired 520,832 shares and 260,416 warrants at a price of $1.92 per unit on March 20, 2025.
• James E. Besser acquired 156,250 shares and 78,125 warrants at a price of $1.92 per unit on March 20, 2025.
• The funds for the share purchases came from personal funds (including compensation from the Issuer where applicable) and working capital of Explorer and Jeb Partners; no borrowed funds were used for share purchases directly, only for ordinary course working capital.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as significant investors are increasing their stake and participating in a capital raise, which typically signals confidence in the company's future prospects.

Positives

• Significant increase in beneficial ownership by key investors and entities, indicating confidence in the company.
• Participation of reporting persons in a private placement, providing capital to the Issuer.
• James E. Besser's beneficial ownership now exceeds 10.0%, a notable threshold for institutional investors.

Risks

• The warrants acquired by reporting persons are anticipated to become exercisable on or about March 25, 2025, which could lead to dilution if exercised.

Future Outlook

The warrants acquired as part of the March Units are anticipated to become exercisable on or about March 25, 2025, which could lead to further share acquisitions by the reporting persons.

Industry Context

This filing primarily details changes in beneficial ownership and a private placement, which are common activities in the capital markets. Without further information on Modular Medical, Inc.'s specific industry operations, a broader industry trend analysis is not directly applicable from this document.

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Related Party Transactions

• James E. Besser, a managing member of Manchester entities, acquired shares and warrants, and his personal funds for purchases included compensation from the Issuer, indicating a potential related party transaction.

Stakeholder Impact

• Shareholders may view the increased beneficial ownership by key investors positively, as it suggests strong insider confidence and commitment.
• The private placement provides capital to the company, which could support its operations and strategic initiatives.

Next Steps

• Warrants acquired on March 20, 2025, are anticipated to become exercisable on or about March 25, 2025.

Key Dates

Keywords

Modular Medical Inc., SEC filing, Schedule 13D/A, beneficial ownership, private placement, common stock, warrants, Manchester Management, James E. Besser, Morgan C. Frank, equity investment