{"url_path":"/sec/modd/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE","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":659,"has_tables":true,"body_markdown":"ITEM\n13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE\n\n \n\nTransactions\nwith Related Persons\n\n \n\nBelow\nwe describe any transactions to which we have been a participant, in\nwhich the amount involved in the transaction exceeds or will exceed the lesser of $120,000 or one percent of the average of our total\nassets at year-end for the last two completed fiscal years and in which any of our directors, director nominees, executive officers, or\nholders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals,\nhad or will have a direct or indirect material interest since April 1, 2024. In accordance with the Audit Committee Charter, our Audit\nCommittee is responsible for reviewing and approving all related party transactions.\n\n \n\n*Offerings of Equity Securities*\n\n \n\nManchester Management Company, LLC (“MMC”),\nas the general partner of Manchester Explorer, L.P. (“Explorer”), combined with the holdings of its affiliates, JEB Partners\nLP, James Besser and Morgan Frank, owned approximately 3.4% of our outstanding shares of common stock at March 31, 2026. Mr. Besser is\nour 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\nExplorer and as a managing member of MMC. In March 2025, we completed a private placement of units, consisting of shares of common stock\nand common stock purchase warrants (the “2025 Placement”), and Explorer purchased 260,416 units in the 2025 Placement for\naggregate gross proceeds to us of $500,000. In addition, Mr. Besser purchased 78,125 units in the 2025 Placement for aggregate gross proceeds\nto us of approximately $150,000.\n\n \n\nTwo members of the Board purchased a total of\n35,937 units in the 2025 Placement for gross proceeds to us of $69,000.\n\n \n\n60 \n\n \n\n \n\nTwo\nmembers of the Board participated in a confidentially marketed placement offering of our common stock and common stock purchase warrants\nin December 2025 and purchased 2,000 and 737 shares, respectively, and accompanying warrants for net proceeds to us of $46,200 and $16,940,\nrespectively.\n\n \n\n*Promissory Note*\n\n* *\n\nIn February 2026, we issued a secured promissory\nnote (the “Bridge Note”) to Mr. Besser that provided us with a $350,000 revolving credit facility with all amounts being drawn\ndown by us thereunder being due and payable, subject to acceleration in the event of a default, on March 25, 2026 (the “Maturity\nDate”). Interest at the rate of 12% was payable on each drawn down without regard to the draw down date or the date when interest\nis paid. The principal amount of the Bridge Note and interest due thereon was payable to Mr. Besser no later than the earlier of: (i)\nthe 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\ntransactions occurring prior to the Maturity Date, which such transactions constitute equity financings or other issuances of the Company’s\nequity securities. During the three months ended March 31, 2026, we made draws on the Bridge Note of $250,000 and incurred interest charges\nof $30,000. In March 2026, subsequent to the completion of the March 2026 Offering, the Bridge Note and accrued interest were paid in\nfull.\n\n \n\n*Compensation*\n\n \n\nA daughter of Mr. DiPerna was an employee of ours\nuntil March 15, 2026, and, during the years ended March 31, 2026 and 2025, we paid her approximately $153,900 and $169,000, respectively,\nwhich includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of any stock options granted during\neach period. \n\n \n\nAnother daughter of Mr. DiPerna’s consulted with us and became\nan employee during 2025. During the year ended March 31, 2026, we paid the family member approximately $66,600, which includes the aggregate\ngrant date fair values, as determined pursuant to FASB ASC Topic 718, of stock options granted during fiscal 2026.\n\n \n\nSee\n“Management” above for other related-party transactions involving our executive officers and directors."}