{"url_path":"/sec/modd/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1074871/0001213900-26-073223-index.html","accession_number":"0001213900-26-073223","cik":"0001074871","ticker":"MODD","issuer_name":"Modular Medical, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074871/0001213900-26-073223-index.html","primary_entity_key":"0001074871","primary_entity_name":"Modular Medical, Inc."},"word_count":1745,"has_tables":true,"body_markdown":"ITEM\n12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS\n\n \n\nThe\nfollowing table sets forth certain information as of June 1, 2026 concerning the ownership of our common stock by:\n\n \n\n●each\nstockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock (currently our only\nclass of voting securities);\n\n \n\n●each\nof our directors;\n\n \n\n●each\nof our executive officers; and\n\n \n\n●all\ndirectors and executive officers as a group.\n\n \n\nBeneficial\nownership is determined in accordance with Rule 13d-3 of the Exchange Act, and includes all shares over which the beneficial owner exercises\nvoting or investment power. Shares that are issuable upon the exercise of options, warrants and other rights to acquire common stock\nthat are presently exercisable or exercisable within 60 days of June 1, 2026 are reflected in a separate column in the table below. These\nshares are taken into account in the calculation of the total number of shares beneficially owned by a particular holder and the total\nnumber of shares outstanding for the purpose of calculating percentage ownership of the particular holder. We have relied on information\nsupplied by our officers, directors and certain stockholders and on information contained in filings with the SEC. Except as otherwise\nindicated, and subject to community property laws where applicable, we believe, based on information provided by these persons, that\nthe persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially\nowned by them. The percentage of beneficial ownership is based on 5,411,160 shares of common stock outstanding as of June 1, 2026.\n\n \n\nUnless\notherwise stated, the business address of each of our directors and executive officers listed in the table is 10740 Thornmint Road, San\nDiego, California 92127.\n\n \n\n  \nNumber of Shares Beneficially Owned (Excluding Outstanding Equity\n\nAwards and   \nNumber of Shares Issuable on Exercise of Outstanding Equity\n\nAwards and  \nPercent of \n\nName and principal position \nWarrants)(1)    \nWarrants(2)   \nClass \n\nJEB Partners, L.P \n11,014(3)  \n11,014  \n* \n\nManchester Explorer, L.P \n 126,851(4)  \n 30,463  \n 2.89 \n\nManchester Management Company, LLC \n 137,865(5)  \n 30,463  \n 3.09 \n\nAWM Investment Company \n 366,666(6)  \n 233,834  \n 9.99 \n\nPathfinder Asset Management Ltd \n 299,775(7)  \n —  \n 5.54 \n\nSolas Capital Management, LLC \n 288,095(8)  \n 176,755  \n 8.32 \n\nDirectors and Officers: \n     \n    \n   \n\nJames Besser \n 14,066(9)  \n 9,192  \n * \n\nPaul DiPerna \n 85,119(10)  \n 23,310  \n 2.00 \n\nKevin Schmid \n —   \n 14,151  \n * \n\nDuane DeSisto \n 7,774   \n 2,556  \n * \n\nSteven Felsher \n 8,464   \n 5,271  \n * \n\nMorgan C. Frank \n 6,874(11)  \n 695  \n * \n\nPhilip Sheibley \n 3,250   \n 8,427  \n * \n\nCarmen Volkart \n 715   \n 6,021  \n * \n\nEllen O’Connor Vos \n 617   \n 7,535  \n * \n\nJeffrey Goldberg \n —   \n 860  \n * \n\nAll current directors and executive officers as a group (10 persons) \n 126,879   \n 78,018  \n 3.78 \n\n \n\n \n\n*Represents\nholdings of less than 1%\n\n(1)Excludes\nshares subject to outstanding options, restricted stock units and warrants to acquire common stock that are exercisable within 60 days\nof June 1, 2026.\n\n \n\n58 \n\n \n\n \n\n(2)\nRepresents\nthe number of shares subject to outstanding options, restricted stock units and warrants to acquire common stock that are exercisable\nwithin 60 days of June 1, 2026.\n\n(3)Includes\n11,014 shares directly held by JEB Partners, L.P., of which: (a) 8,417 shares were purchased in a private placement in 2017 (the “2017\nPlacement”); (b) 1,777 shares were purchased in a private placement in 2018 (the “2018 Placement”) and (c) 387 shares\nwere purchased in a private placement in 2020 (the “2020 Placement”) and (d) 433 shares were purchased in the open market.\n\n(4)Includes\n126,851 shares directly held by Manchester Explorer, L.P. of which: (a) 50,505 shares were purchased in the 2017 Placement, (b) 5,234\nshares were purchased in the 2018 Placement, (c) 387 were purchased in the 2020 Placement, (d) 10,000 shares were purchased in a public\noffering in February 2022, (e) 7,809 shares were acquired upon the conversion of a convertible note in February 2022, (f) 30,000 shares\nwere purchased in our February 2024 public offering, (g) 5,555 shares purchased in a public offering in November 2024 and (h) 17,361\nshares purchased in a private placement in March 2025 (the “2025 Placement”); (iii) 11,016 shares held by JEB Partners, L.P.\nof 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\nwere purchased in the 2020 Placement; and (iv) 6,874 shares held by Mr. Frank, which shares were received upon our acquisition of Quasuras\nin exchange for Mr. Frank’s shares of Quasuras. Mr. Besser, as the managing member, and Mr. Frank, as the portfolio manager and\nconsultant of Manchester Management Company, LLC, (“MMC”) the general partner of Manchester Explorer, L.P. and JEB Partners,\nL. P., have shared voting and dispositive power over shares held by Manchester Explorer, L.P. and JEB Partners, L.P. The address for\nManchester Explorer, L.P is 2 Calle Candina, No. 1701, San Juan, Puerto Rico 00907.\n\n(5)Includes\n126,851 shares directly held by Manchester Explorer, L.P. and 11,014 shares held by JEB Partners, L.P. Mr. Besser, as the managing member,\nand Mr. Frank, as the portfolio manager and consultant of MMC and JEB Partners, L. P., have shared voting and dispositive power over\nshares held by Manchester Explorer, L.P. and JEB Partners, L.P. The address for MMC, JEB Partners, L.P., and Manchester Explorer, L.P\nis 2 Calle Candina, No. 1701, San Juan, Puerto Rico 00907.\n\n(6)Based\non information reported on a Schedule 13G filed with the SEC on May 4, 2026 by AWM Investment Company, Inc. AWM), which is the investment\nadviser to Special Situations Cayman Fund, L.P. (“SSCF”), Special Situations Fund III QP, L.P. (“SSFQP”), Special\nSituations Private Equity Fund, L.P. (“SSPE”) and Special Situations Life Sciences Fund, L.P. (“SSLS”). David\nM. Greenhouse (“Greenhouse”) and Adam C. Stettner (“Stettner”) are members of: SSCayman, L.L.C. (“SSCAY”),\nthe general partner of SSCF; MGP Advisers Limited Partnership (“MGP”), the general partner of SSFQP; MG Advisers, L.L.C.\n(“MG”), the general partner of SSPE and LS Advisers, L.L.C. (“LS”). Greenhouse and Stettner are also controlling\nprincipals of AWM. As the investment adviser to the Funds, AWM holds sole voting power over 55,186 Shares, 1,003 pre-funded warrants\nand 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\n292,490 shares held by SSFQP; 61,111 shares, 33,333 pre-funded warrants and 110,894 warrants to purchase 110,894 Shares of Common Stock\nheld 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\nadviser 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\nto 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\nby 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\nShares, 33,333 pre-funded warrants and 94,4444 pre-split warrants to purchase 94,444 shares held by SSLS. The principal business address\nfor AWM, SSCF, SSFQP, SSPE, SSLS, Greenhouse and Stettner is 527 Madison Avenue, Suite 2600, New York, NY 10022.\n\n(7)Based\non information reported on a Schedule 13G filed with the SEC on March 23, 2026 by Pathfinder Asset Management Ltd (“Pathfinder”).\nThe principal business address for Pathfinder is 1450 - 1066 West Hastings St., Vancouver, BC, V6E 3X1, Canada.\n\n(8)Based\non information reported on a Schedule 13G filed with the SEC on May 15, 2026 by Solas Capital Management, LLC (“Solas”).\nSolas serves as the investment manager to two private funds (“Funds”) and as sub-adviser to another private fund (“Other\nFund”), which hold securities for the benefit of their investors, and Mr. Frederick Tucker Golden, as portfolio manager of Solas,\nwith the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held\nby the Funds and by the Other Fund. Each of the Funds expressly disclaims beneficial ownership over any of our shares of common stock.\nThe address for Solas is 1063 Post Road, 2nd Floor, Darien, CT 06820.\n\n(9)Includes\n14,066 shares directly held by Mr. Besser, of which: (a) 2,009 shares were received in exchange for Mr. Besser’s shares as a result\nof our acquisition of Quasuras; (b) 987 shares were purchased in a private placement in 2018 (the “2018 Placement”) and (c)\n1,161 shares were purchased in a private placement in the 2020 Placement, (d) 4,700 shares were purchased in the open market and (e)\n5,208 shares were purchased in the 2025 Placement. The address for Mr. Besser is c/o MMC, 2 Calle Candina, No. 1701, San Juan, Puerto\nRico 00907.\n\n(10)Includes\n(i) 66,666 shares directly held by the Paul DiPerna Irrevocable Trust, (ii) 11,111 shares directly held by Mr. DiPerna’s adult\ndaughters, Kelsie DiPerna and Alaria DiPerna, which shares Mr. DiPerna has sole voting power over; (iii)\n6,930 shares directly held by the Paul DiPerna Trust, of which 3,367 shares were purchased in the 2017 Placement and 780 shares were\nacquired upon the conversion off a convertible note in February 2022 and (iv) 411 shares held by Mr. DiPerna. The 66,666 shares held\nby the Paul DiPerna Irrevocable Trust, 11,111 shares held by Mr. DiPerna’s adult daughters and 2,449 shares held by the Paul DiPerna\nTrust that were issued in 2017 to Mr. DiPerna transferred to such persons in December 2020 by Mr. DiPerna. Mr. DiPerna is the chairman\nof our board of directors, and also serves as our president, chief financial officer and treasurer. Mr. DiPerna is the trustee of both\nthe Paul DiPerna Irrevocable Trust and the Paul DiPerna Trust.\n\n(11)Includes\n6,874 shares directly held by Mr. Frank, of which: (a) 2,009 shares were received in exchange for Mr. Frank’s shares as a result\nof 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\nCandina, No. 1701, San Juan, Puerto Rico 00907.\n\n \n\n59 \n\n \n\n \n\nChanges\nin Control\n\n \n\nWe\nare not aware of any arrangement that may result in a “change in control,” as that term is defined by the provisions of Item\n403(c) of Regulation S-K.\n\n \n\nEquity\nCompensation Plan Information\n\n \n\nThe\nfollowing table shows the number of securities to be issued upon exercise or vesting of outstanding equity awards under the 2017 Plan\nas of March 31, 2026.\n\n \n\n  \nNumber of\nsecurities\nto be issued\nupon exercise\nor vesting of\noutstanding\nequity awards\n(a)  \nWeighted-\naverage\nexercise price of outstanding options\n(b)  \nNumber of\nsecurities\nremaining\navailable for\nfuture issuance\nunder equity\ncompensation\nplans (excluding\nsecurities\nreflected in\ncolumn(a))\n(c) \n\nEquity compensation plans not approved by security holders \n 326,095  \n$51.97  \n 117,362"}