SCHEDULE 13D/A: Major Shareholders Update Holdings in Modular Medical, Inc. via Amended SEC Filing

A group of reporting persons, including Manchester Management Company, LLC and James E. Besser, filed an amended Schedule 13D to update their beneficial ownership in Modular Medical, Inc., reflecting recent share acquisitions and option grants.

Summary

• The filing is an Amendment No. 10 to Schedule 13D for Modular Medical, Inc. (the "Issuer"), updating beneficial ownership previously reported on March 24, 2025.
• The Reporting Persons include Manchester Management PR, LLC, Manchester Explorer, L.P., JEB Partners, L.P., Manchester Management Company, LLC, James E. Besser, and Morgan C. Frank.
• James E. Besser is deemed the beneficial owner of 5,685,236 Shares, constituting 10.5% of the outstanding shares, with sole voting/dispositive power over 635,261 Shares and shared power over 5,049,975 Shares. He also holds options to purchase 135,136 shares and 78,125 warrants.
• Morgan C. Frank is deemed the beneficial owner of 5,140,686 Shares, constituting 9.6% of the outstanding shares, with sole voting/dispositive power over 421,184 Shares and shared power over 4,719,502 Shares. He also holds options to purchase 214,958 shares.
• Manchester Management Company, LLC and Manchester Management PR, LLC each beneficially own 5,049,975 Shares, representing 9.3% of the outstanding shares, all with shared voting/dispositive power.
• Manchester Explorer, L.P. beneficially owns 4,719,502 Shares, representing 8.7% of the outstanding shares, all with shared voting/dispositive power. This includes 653,511 warrants previously disclosed and an additional 260,416 warrants.
• JEB Partners, L.P. beneficially owns 330,473 Shares, constituting 0.6% of the outstanding shares, all with shared voting/dispositive power.
• The total outstanding shares figure used for percentage calculation is 53,160,532 shares, derived from 40,665,220 shares reported in the Issuer's 10-Q (February 13, 2025), 12,495,312 shares issued via a private placement, and shares from derivative securities held by certain Reporting Persons.
• Recent transactions include: On March 20, 2025, Manchester Explorer, L.P. acquired 520,832 Common Stock shares and 260,416 Common Stock Purchase Warrants at $1.92 per unit. On the same date, James E. Besser acquired 156,250 Common Stock shares and 78,125 Common Stock Purchase Warrants at $1.92 per unit.
• On March 31, 2025, Morgan C. Frank was granted options to purchase 1,875 and 7,500 shares of common stock at $1.10 per share, which were fully vested and exercisable on the grant date, in accordance with the Issuer's Outside Director Compensation Plan.

Sentiment

Score: 6

Explanation: The document is a factual disclosure of beneficial ownership updates, reflecting continued investment by key reporting persons. It does not contain significant positive or negative operational news, but the ongoing accumulation of shares and options by insiders can be viewed as a modest positive signal.

Positives

• The continued acquisition of additional shares and warrants by key reporting persons, including James E. Besser and Manchester Explorer, L.P., indicates ongoing investment and potential confidence in Modular Medical, Inc.
• The granting of fully vested and exercisable options to Morgan C. Frank, a portfolio manager and consultant for Explorer, aligns his interests with the Issuer's performance.

Risks

• The document states that 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 of a judicial or administrative body of competent jurisdiction that resulted 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.

Future Outlook

The document does not provide explicit forward-looking statements or guidance regarding the Issuer's future performance or strategic direction.

Management Comments

• James E. Besser is the managing member of Manchester Management PR, LLC and Manchester Management Company, LLC, and managing member of the General Partner of Manchester Explorer, L.P. and JEB Partners, L.P.
• Morgan C. Frank serves as a portfolio manager and as a consultant for Manchester Explorer, L.P.
• Options granted to Morgan C. Frank were in accordance with the Issuer's Outside Director Compensation Plan, and were fully vested and exercisable on the grant date.

Industry Context

This filing is a specific disclosure of beneficial ownership changes by a group of investors in Modular Medical, Inc. and does not provide broader industry trends or competitive analysis.

Legal Proceedings

• None of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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.

Related Party Transactions

• James E. Besser, a managing member of Manchester Management entities and the general partner of Explorer and JEB Partners, acquired shares and warrants. Given his roles, these transactions could be considered related party dealings.
• Morgan C. Frank, a portfolio manager and consultant for Explorer, received options to purchase common stock in accordance with the Issuer's Outside Director Compensation Plan, indicating a transaction between a related party and the Issuer.

Stakeholder Impact

• Shareholders: Provides transparency on significant ownership stakes and recent transactions by key investors and individuals associated with the Issuer's management/board.
• Management: Reflects continued alignment of interests through option grants and share acquisitions by individuals associated with the reporting entities and the Issuer.

Key Dates

Recommendation

Keywords

Modular Medical Inc., Schedule 13D/A, beneficial ownership, shareholder, investment, warrants, options, private placement, James E. Besser, Morgan C. Frank, Manchester Management Company LLC, Manchester Explorer LP