{"url_path":"/sec/modd/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA","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":11786,"has_tables":true,"body_markdown":"ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\n \n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\n    Page\n\n[Report of Independent Registered Accounting Firm — Farber Hass Hurley LLP](#f_001)   F-2\n\n[Consolidated Balance Sheets](#f_002)   F-4\n\n[Consolidated Statements of Operations](#f_003)   F-5\n\n[Consolidated Statements of Stockholders’ Equity](#f_004)   F-6\n\n[Consolidated Statements of Cash Flows](#f_005)   F-7\n\n[Notes to Consolidated Financial Statements](#f_006)   F-8\n\n \n\nF-1 \n\n \n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo the Audit Committee and Stockholders of Modular Medical, Inc.\n\n \n\nOpinion on the Financial Statements\n\n \n\nWe have audited the accompanying consolidated balance sheets of Modular Medical, Inc. (the “Company”) as of March 31, 2026 and 2025, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nSubstantial Doubt about the Company’s Ability to Continue as a Going Concern\n\n \n\nThe accompanying consolidated financial statements have been prepared to assume the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses from operations and will need to raise additional funds to sustain its operations and meet future obligations until profitability is achieved. These circumstances raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\nBasis for Opinion\n\n \n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\nF-2 \n\n \n\n \n\nCritical Audit Matters\n\n \n\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\n*Going Concern*\n\n \n\nAs described further in Note 1, the Company has incurred losses since inception, and expects to continue to incur operating losses for the foreseeable future and incur cash outflows from operations as it continues to invest in the development and future commercialization of its product. The Company expects that its operating expenses will continue to increase, and, as a result, the Company will need to generate significant product revenues to achieve profitability. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.\n\n \n\nWe identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter due to the inherent complexities and uncertainties related to the Company’s projections of operations.\n\n \n\nThe primary procedures we performed to address this critical audit matter included:\n\n \n\n— We evaluated the reasonableness of key assumptions underlying management’s conclusion.\n\n \n\n— We evaluated that the disclosures included in the Form 10-K were complete and accurate and in accordance with accounting principles generally accepted in the United States of America.\n\n \n\n— We evaluated the impact of the Company’s existing financing arrangements and future capital needs over the next 12 months on its ability to continue as a going concern.\n\n \n\n*Stock Based Compensation*\n\n \n\nAs discussed in Note 6, during the year ended March 31, 2026, the Company granted options to purchase shares of its common stock to employees, directors and consultants. Management is required to analyze the fair value of each option granted and recognize the expense over the appropriate period.\n\n \n\nWe identified the valuation recognition of stock-based compensation of granted stock options as a critical audit matter due to the significant judgments and assumptions required by management when developing the fair value of the options and the potential for material impact. The fair value includes subjective assumptions including the expected stock price volatility and expected term of the granted options.\n\n \n\nThe primary procedures we performed to address this critical audit matter included:\n\n \n\n— We gained an understanding of Company’s processes and controls in place for determining the fair value of options granted.\n\n \n\n— We evaluated the option price model management selected to determine the fair value, and analyzed the underlying data and assumptions used in the calculations.\n\n     \n\n  — We evaluated the timing and recognition of expense, including for awards with conditional vesting.\n\n \n\n— We performed independent recalculations of the fair value of granted stock options using our own assumptions and compared the results to the Company’s estimates.\n\n \n\n/s/ Farber Hass Hurley LLP\n\nPCAOB Firm ID 223\n\nWe have served as the Company’s auditor since 2018.\n\n \n\nChatsworth, California\n\nJune 29, 2026\n\n \n\nF-3 \n\n \n\n \n\nModular Medical, Inc.\n\nConsolidated Balance Sheets\n\n(In thousands, except par value)\n\n \n\n  \nMarch 31, \n\n  \n2026  \n2025 \n\nASSETS \n   \n  \n\nCURRENT ASSETS \n   \n  \n\n  \n   \n  \n\nCash and cash equivalents $6,942  $13,095 \n\nPrepaid expenses and other  600   422 \n\nTOTAL CURRENT ASSETS  7,542   13,517 \n\nProperty and equipment, net  6,866   4,453 \n\nRight of use assets, net  363   765 \n\nOther assets  61   — \n\nTOTAL ASSETS $14,832  $18,735 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY \n    \n   \n\n  \n    \n   \n\nCURRENT LIABILITIES \n    \n   \n\nAccounts payable $992  $338 \n\nAccrued expenses  488   504 \n\nShort-term lease liabilities  393   423 \n\nTOTAL CURRENT LIABILITIES  1,873   1,265 \n\nLong-term lease liabilities  —   393 \n\nTOTAL LIABILITIES  1,873   1,658 \n\n  \n    \n   \n\nCommitments and Contingencies (Note 8)        \n\n  \n    \n   \n\nSTOCKHOLDERS’ EQUITY \n    \n   \n\nPreferred Stock, $0.001 par value, 5,000 shares authorized, none issued and outstanding  —   — \n\nCommon Stock, $0.001 par value, 250,000 and 100,000 shares authorized as of March 31, 2026 and 2025, respectively; 4,661 and 1,790 shares issued and outstanding as of March 31, 2026 and 2025, respectively  5   2 \n\nAdditional paid-in capital  125,949   101,828 \n\nAccumulated deficit  (112,995)  (84,753)\n\nTOTAL STOCKHOLDERS’ EQUITY  12,959   17,077 \n\nTOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $14,832  $18,735 \n\n \n\nThe accompanying notes are an integral part of these audited consolidated\nfinancial statements.\n\n \n\nF-4 \n\n \n\n \n\nModular Medical, Inc.\n\nConsolidated Statements of Operations\n\n(In thousands, except per-share data)\n\n \n\n  \nYear Ended March 31, \n\n  \n2026  \n2025 \n\nOperating expenses \n   \n  \n\nResearch and development $19,973  $14,697 \n\nGeneral and administrative  7,587   4,351 \n\nTotal operating expenses  27,560   19,048 \n\nLoss from operations  (27,560)  (19,048)\n\nOther income  155   226 \n\nChange in fair value of warrant liabilities  (835)  — \n\nLoss before income taxes  (28,240)  (18,822)\n\nProvision for income taxes  2   2 \n\nNet loss $(28,242) $(18,824)\n\nNet loss per share \n    \n   \n\nBasic and diluted $(12.36) $(15.26)\n\nShares used in computing net loss per share \n    \n   \n\nBasic and diluted  2,285   1,233 \n\n \n\nThe accompanying notes are an integral part of these audited consolidated\nfinancial statements.\n\n \n\nF-5 \n\n \n\n \n\nModular Medical, Inc.\n\nConsolidated Statements of Stockholders’\nEquity\n\n(In thousands)\n\n \n\n  \nCommon Stock  \nAdditional\nPaid-In  \nAccumulated  \nStockholders’ \n\n  \nShares  \nAmount  \nCapital  \nDeficit  \nEquity \n\nBalance as of March 31, 2024  1,082  $1  $77,463  $(65,929) $11,535 \n\nIssuance of common stock and warrants in private placement, net  434   1   11,366   —   11,367 \n\nIssuance of common stock and warrants in public offering, net  182   —   7,344       7,344 \n\nAt-the-market sales of stock, net  31   —   2,114   —   2,114 \n\nExercise of warrants  57   —   1,109   —   1,109 \n\nShares issued for services  1   —   51   —   51 \n\nIssuances under equity incentive plan  3   —   24   —   24 \n\nStock-based compensation  —   —   2,357   —   2,357 \n\nNet loss  —   —   —   (18,824)  (18,824)\n\nBalance as of March 31, 2025  1,790  $2  $101,828  $(84,753) $17,077 \n\nIssuance of common stock upon public offering, net  2,536   3   13,635   —   13,638 \n\nIssuance of common stock and warrants from warrant inducement offering, net  217   —   3,947   —   3,947 \n\nAt-the-market sales of stock, net  96   —   1,882   —   1,882 \n\nExercise of warrants  18   —   5   —   5 \n\nShares issued for services  —   —   11   —   11 \n\nIssuances under equity incentive plan  4   —   12   —   12 \n\nReclassification of liability-classified warrants to equity  —   —   2,864   —   2,864 \n\nStock-based compensation  —   —   1,765   —   1,765 \n\nNet loss  —   —   —   (28,242)  (28,242)\n\nBalance as of March 31, 2026  4,661  $5  $125,949  $(112,995) $12,959 \n\n \n\nThe accompanying notes are an integral part of these\naudited consolidated financial statements.\n\n \n\nF-6 \n\n \n\n \n\nModular Medical, Inc.\n\nConsolidated Statements of Cash Flows\n\n(In thousands)\n\n \n\n \n \nYear ended March 31,\n \n\n \n \n2026\n \n \n2025\n \n\nCash Flows from operating activities\n \n \n \n \n \n \n\nNet loss $(28,242) $(18,824)\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n \n \n \n \n \n \n \n \n\nStock-based compensation expense  1,778   2,381 \n\nChange in fair value of warrant liabilities  835   — \n\nDepreciation and amortization  1,672   1,063 \n\nShares issued for services  11   51 \n\nOther  (1)  1 \n\nChanges in assets and liabilities:\n \n \n \n \n \n \n \n \n\nPrepaid expenses and other assets  (238)  (100)\n\nLease right-of-use assets  402   370 \n\nAccounts payable and accrued expenses  453  (288)\n\nLease liabilities  (423)  (374)\n\nNet cash used in operating activities  (23,753)  (15,720)\n\n \n \n \n \n \n \n \n \n \n\nCash flows from investing activities\n \n \n \n \n \n \n \n \n\nPurchases of property and equipment  (3,932)  (2,493)\n\nNet cash used in investing activities  (3,932)  (2,493)\n\nCash flows from financing activities\n \n \n \n \n \n \n \n \n\nProceeds from issuance of promissory note  \n250\n   \n—\n \n\nRepayment of promissory note  \n(250\n)  \n—\n \n\nProceeds from at-the-market sales of common stock, net  1,882   2,114 \n\nProceeds from exercise of common stock warrants  5   1,251 \n\nProceeds from offerings of common stock and warrants, net  15,673   7,344 \n\nProceeds from private placement of common stock and warrants, net  —   11,367 \n\nProceeds from warrant inducement offering, net  3,972   — \n\nNet cash provided by financing activities  21,532   22,076 \n\nNet increase in cash and cash equivalents  (6,153)  3,863 \n\nCash and cash equivalents, at beginning of year  13,095   9,232 \n\nCash and cash equivalents, at end of year $6,942  $13,095 \n\n \n \n \n \n \n \n \n \n \n\nSupplemental disclosure:\n \n \n \n \n \n \n \n \n\nNoncash investing and financing activities:\n \n \n \n \n \n \n \n \n\nInitial recognition of warrant liabilities $2,030  $— \n\n \n \n \n \n \n \n \n \n \n\nCash paid for:\n \n \n \n \n \n \n \n \n\nIncome taxes $2  $2 \n\nInterest $30  $— \n\n \n\nThe accompanying notes are an integral part of these\naudited consolidated financial statements.\n\n \n\nF-7 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 1 — THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\n \n\nModular Medical, Inc. (the “Company”) was incorporated in Nevada in October 1998 under the name Bear Lake Recreation, Inc. The Company had no material business operations until approximately 2017 when it acquired all of the issued and outstanding shares of Quasuras, Inc., a Delaware corporation (“Quasuras”), and changed its name from Bear Lake Recreation, Inc. to Modular Medical, Inc.\n\n \n\nThe Company is a commercial-stage medical device company focused on the design, development and commercialization of innovative insulin pumps using modernized technology to increase pump adoption in the diabetes marketplace. Through the creation of an innovative two-part patch pump, its initial product, the MODD1, the Company seeks to fundamentally alter the trade-offs between cost and complexity and access to the higher standards of care requiring considerable motivation that presently available insulin pumps provide. By simplifying and streamlining the user experience from introduction, prescription, reimbursement, training and day-to-day use, the Company seeks to expand the wearable insulin delivery device market beyond the highly motivated “super users” and expand the category into the mass market. The product seeks to serve both the type 1 and the rapidly growing, especially in terms of device adoption, type 2 diabetes markets. In January 2024, the Company submitted a 510(k) premarket notification to the United States Food and Drug Administration (the “FDA”) for its initial product, the MODD1, and, in September 2024, the Company received FDA clearance to market and sell the MODD1 pump in the United States. In August 2025, the Company announced the first human use of the MODD1 pump delivering insulin to a human patient. In addition, in August 2025, the Company announced its next-generation patch pump, branded as Pivot. The Company submitted a 510(k) premarket notification to the FDA for its Pivot product in November 2025, and the Company received regulatory approval in April 2026. In June 2026, the Company announced commercial availability of its Pivot product and commenced initial shipments in the United States. The Company is actively working to i) expand commercial activities for its Pivot product across metropolitan markets, ii) obtain regulatory clearance to market and sell its Pivot product in foreign jurisdictions, iii) improve the manufacturability and usability of its Pivot product and iv) develop new pump products.\n\n \n\nLiquidity and Going Concern\n\n \n\nThe Company does not currently have revenues to generate cash flows to cover operating expenses. Since its inception, the Company has incurred operating losses and negative cash flows in each year due to costs incurred in connection with its operations. The Company expects to continue to incur operating losses for the foreseeable future and incur cash outflows from operations as it continues to invest in the development and commercialization of its products. The Company expects that its operating expenses will continue to increase, and, as a result, it will eventually need to generate significant revenue to achieve profitability. When considered with its current operating plan, these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the consolidated financial statements as of and for the year ended March 31, 2026, expressed substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from this uncertainty. Implementation of the Company’s plans and its ability to continue as a going concern will depend upon the Company’s ability to raise additional capital, through the sale of additional equity or debt securities, to support its future operations. There can be no assurance that such additional capital, whether in the form of debt or equity financing, will be sufficient or available and, if available, that such capital will be offered on terms and conditions acceptable to the Company. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its pump products, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product offering. If the Company is unable to secure additional capital, it may be required to curtail its product commercialization and research and development initiatives and take additional measures to reduce costs in order to conserve its cash.\n\n \n\nBasis of Presentation\n\n \n\nThe consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company’s fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in these notes to the consolidated financial statements refers to the fiscal year ended March 31 of the calendar year indicated (for example, fiscal 2026 refers to the fiscal year ending March 31, 2026). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Quasuras. All significant intercompany transactions and balances have been eliminated in consolidation.\n\n \n\n*Reverse Stock Split*\n\n \n\nOn March 30, 2026, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Nevada (the “Amendment”) to effect a one (1)-for-thirty (30) reverse stock split of the Company’s shares of common stock. Such Amendment and ratio were previously approved by a majority of the Company’s stockholders and by the board of directors.\n\n \n\nF-8 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 1 — THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)\n\n \n\nAs a result of the reverse stock split, which was effective for trading purposes on March 31, 2026, every 30 shares of the Company’s pre-reverse split outstanding common stock and exchangeable shares were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of holders of common stock were not affected by the reverse stock split. Any fractional shares of common stock resulting from the reverse stock split were rounded up to the nearest whole share. All stock options and restricted stock units outstanding and common stock reserved for issuance under the Company’s equity incentive plan and warrants outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 30 and, as applicable, multiplying the exercise price by 30, as a result of the reverse stock split. All share and per-share amounts in these consolidated financial statements have been restated to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented.\n\n \n\nUse of Estimates\n\n \n\nThe preparation of the accompanying consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Estimates may include those pertaining to accruals, stock-based compensation and income taxes. Actual results could differ from those estimates.\n\n \n\nResearch and Development\n\n \n\nThe Company expenses research and development expenditures as incurred.\n\n \n\nGeneral and Administrative\n\n \n\nGeneral and administrative expenses consist primarily of payroll and benefit costs, rent, stock-based compensation, legal and accounting fees, and facility and other finance and administrative expenses.\n\n \n\nRisks and Uncertainties\n\n \n\nThe Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.\n\n \n\nCash and Cash Equivalents\n\n \n\nCash and cash equivalents include cash held in demand deposit and money market accounts, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.\n\n \n\nPre-launch Inventory\n\n \n\nThe Company capitalizes inventories produced in preparation for product launches when commercialization of the related products is deemed probable, risks and uncertainties regarding ultimate regulatory approval and market acceptance have been significantly reduced and the Company has determined it is probable that these capitalized costs will provide some future economic benefit in excess of capitalized costs. The determination to capitalize is based on the particular facts and circumstances including but not limited to factors such as uncertainties surrounding receipt and analysis of positive clinical trial results, results from meetings with the relevant regulatory authorities prior to the filing of regulatory applications, all relevant communication with regulatory authorities during the regulatory application process, the status of the regulatory approval process, the Company’s historical experience with manufacturing and commercializing similar products and the relevant product candidate, existence of specific issues identified relating to safety, efficacy, manufacturing, marketing or labeling, shelf lives and anticipated volume, timing and estimated selling prices of future sales.\n\n \n\nCapitalized pre-launch inventory, if any, is measured in accordance with ASC 330 at the lower of cost or net realizable value and is assessed each reporting period for impairment, including risks associated with delays in regulatory approval or changes in expected demand, with any write-downs recognized in earnings.\n\n \n\nProperty and Equipment\n\n \n\nProperty and equipment are recorded at historical cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to five years. Depreciation is recorded in operating expenses in the consolidated statements of operations. Leasehold improvements and assets acquired through finance leases are amortized over the shorter of their estimated useful life or the lease term, and amortization is recorded in operating expenses in the consolidated statements of operations. Construction-in-process includes machinery and equipment and is stated at cost and not depreciated. Depreciation on construction-in-process commences when the assets are ready for their intended use and placed into service.\n\n \n\nF-9 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 1 — THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)\n\n \n\nFair Value of Financial Instruments\n\n \n\nThe Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:\n\n \n\n● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.\n\n \n\n● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.\n\n \n\n● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.\n\n \n\nDue to their short-term nature, the carrying values of cash equivalents, accounts payable and accrued expenses, approximate fair value.\n\n \n\nLeases\n\n \n\nThe Company’s right-of-use assets consist of leased assets recognized in accordance with Financial Accounting Standards Board (“FASB”) ASC No. 842, *Leases*, which requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term in the consolidated statement of operations and comprehensive loss. The Company determines the lease term by agreement with the lessor. In cases where the lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.\n\n \n\nStock-Based Compensation\n\n \n\nThe Company periodically issues stock options, restricted stock units and stock awards to employees and non-employees. The Company accounts for such awards based on FASB Accounting Standards Codification (“ASC”) Topic 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period, usually the vesting period. With respect to performance-based awards, the Company assesses the probability of achieving the requisite performance criteria before recognizing compensation expense. The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing (“Black Scholes”) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes model. The assumptions used in the Black-Scholes model could materially affect compensation expense recorded in future periods. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC Topic 718. The Company uses the simplified method to calculate expected term of share options and similar instruments, as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.\n\n \n\nPer-Share Amounts\n\n \n\nBasic net loss per share is computed by dividing loss for the period by the weighted-average number of shares of common stock outstanding (“WASO”) during the period. In addition, the Company includes the number of shares of common stock issuable under pre-funded warrants as outstanding for purposes of the WASO calculation. Diluted net loss per share gives effect to all potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of incremental shares of common stock issuable upon the exercise of stock options and exercise of warrants.\n\n \n\nThe following table sets forth securities outstanding which were excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive (in thousands):\n\n \n\n    March 31,  \n\n    2026     2025  \n\nOptions to purchase common stock     326       4,917  \n\nUnvested restricted stock units     1       104  \n\nCommon stock purchase warrants     3,029       18,030  \n\nTotal     3,356       23,051  \n\n \n\nReclassifications\n\n \n\nCertain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.\n\n \n\nF-10 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 1 — THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)\n\n \n\nIncome Taxes\n\n \n\nThe Company determines deferred tax assets and liabilities based upon the differences between the financial statement and tax bases of the Company’s assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. A valuation allowance is established for any deferred tax assets for which it is more likely than not that all or a portion of the deferred tax assets will not be realized. Based on the available information and other factors, management believes it is more likely than not that its federal and state net deferred tax assets will not be fully realized, and the Company has recorded a full valuation allowance.\n\n \n\nThe Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740, *Income Taxes*. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in general and administrative expenses in the consolidated statements of operations.\n\n \n\nIn December 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740) Improvements to Income Tax Disclosures*, to enhance the transparency and decision usefulness of income tax disclosures by providing information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The Company adopted ASU No. 2023-09 prospectively on March 31, 2025 for fiscal 2026. See Note 7 for additional information.\n\n \n\nThe Company files U.S. federal and state income tax returns in jurisdictions with varying statutes of limitations. The Company’s historical net operating loss and credit carryforwards may be adjusted by the federal and state tax authorities until the statute closes on the year in which such tax attributes are utilized.\n\n \n\nComprehensive Loss\n\n \n\nComprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the years ended March 31, 2026 and 2025, the Company’s comprehensive loss was the same as its net loss.\n\n \n\nRecently Adopted and Issued Accounting Pronouncements\n\n \n\nIn November 2024, the FASB issued ASU No. 2024-03, *Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The standard is effective for the Company for annual periods beginning April 1, 2027 and interim periods beginning April 1, 2028, with early adoption permitted. The standard may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements.\n\n \n\nIn September 2025, the FASB issued ASU No. 2025-06, *Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)*(“ASU 2025-06”), to modernize the accounting for software costs that are accounted for under Subtopic 350-40, *Intangibles - Goodwill and Other - Internal-Use Software*. For all entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company early adopted ASU 2025-06 effective April 1, 2025 using the modified-transition approach, and the adoption did not have a material impact on the Company's consolidated financial statements.\n\n \n\nIn December 2025, the FASB issued ASU No. 2025-11, *Interim Reporting (Topic 270): Narrow-Scope Improvements* (the “Update”), an amendment to improve the guidance in Topic 270, *Interim Reporting*, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270 apply to all entities that provide interim financial statements and notes in accordance with GAAP. In addition, the amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP with the objective to provide clarity about the current requirements. The Update is effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that the Update will have on the presentation of its consolidated financial statements.\n\n \n\nF-11 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 2 — CONSOLIDATED BALANCE SHEET DETAIL\n\n \n\n    March 31,  \n\n    2026     2025  \n\n    (in thousands)  \n\nPrepaid and other current assets:      \n\n       \n\nPrepaid expenses   $ 583     $ 352  \n\nOther receivables     17       70  \n\n    $ 600     $ 422  \n\n \n\n    March 31,  \n\n    2026     2025  \n\n    (in thousands)  \n\nProperty and equipment, net:      \n\n       \n\nMachinery and equipment   $ 8,499     $ 5,311  \n\nComputer equipment and software     55       66  \n\nConstruction-in-process     1,462       685  \n\nLeasehold improvements     33       33  \n\nOffice equipment     45       45  \n\n      10,094       6,140  \n\nLess: accumulated depreciation and amortization     (3,228 )     (1,687 )\n\n    $ 6,866     $ 4,453  \n\n \n\n    March 31,  \n\n    2026     2025  \n\n    (in thousands)  \n\nAccrued expenses:      \n\nAccrued wages   $ 413     $ 391  \n\nOther     75       113  \n\n    $ 488     $ 504  \n\n \n\nNOTE 3 — LEASES\n\n \n\n*Thornmint Road, San Diego, CA*\n\n \n\nThe 48-month lease term commenced February 1, 2023, and the lease provides for an initial base monthly rent of $36,000 with annual rent increases of approximately 4%. In addition to the minimum lease payments, the Company is responsible for property taxes, insurance and other certain operating costs. A discount rate of 8%, which approximated the Company’s incremental borrowing rate, was used to measure the lease asset and liability. The Company obtained a right-of-use asset of approximately $1,560,000 in exchange for its obligations under the operating lease.\n\n \n\nF-12 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 3 — LEASES (cont.)\n\n \n\nFuture minimum payments under the facility operating lease, as of March 31, 2026, are listed in the table below (in thousands).\n\n \n\nFiscal year ending March 31,      \n\n       \n\n2027   $ 405  \n\nTotal future lease payments     405  \n\nLess: Imputed interest     (12 )\n\nPresent value of lease liabilities   $ 393  \n\n \n\nCash paid for amounts included in the measurement of lease liabilities was approximately $470,000 and $452,000 for the years ended March 31, 2026 and 2025, respectively. Rent expense was approximately $449,000 for each of the years ended March 31, 2026 and 2025.\n\n \n\nNOTE 4 — STOCKHOLDERS’ EQUITY\n\n \n\n*Reverse Stock Split*\n\n \n\nAs disclosed in Note 1, effective March 31, 2026, the Company effected a 1-for-30 reverse stock split of its outstanding common stock.\n\n* *\n\n*Increase in Authorized Shares*\n\n \n\nOn January 23, 2026, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation (the “Authorized Shares Amendment”) to increase the number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares. The Authorized Shares Amendment was filed with the Secretary of State of the State of Nevada and became effective on January 23, 2026.\n\n \n\n*ATM Offering*\n\n \n\nIn November 2023, the Company entered into a Sales Agreement (the “ATM Agreement”) with Leerink Partners LLC (“Leerink”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock through an “at the market offering” program under which Leerink will act as sales agent or principal. The ATM Agreement provides that Leerink will be entitled to compensation for its services equal to 3.0% of the gross proceeds from sales of any shares of common stock under the ATM Agreement. The Company has no obligation to sell any shares under the ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement. During the twelve months ended March 31, 2026 and 2025, under the ATM Agreement, the Company sold 96,003 and 30,673 shares of common stock, respectively, for gross proceeds of $1,960,715 and $2,224,440.\n\n* *\n\n*March 2026 Public Offering*\n\n \n\nIn March 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (“Maxim”) and securities purchase agreements with multiple investors, relating to a best-efforts offering (the “March 2026 Offering”) of (i) 2,069,933 shares of common stock, par value $0.001 per share, (ii) pre-funded warrants to purchase 200,000 shares of common stock, and (iii) accompanying warrants exercisable to purchase up to 2,269,933 shares of common stock. The Company received gross proceeds of approximately $12 million from the March 2026 Offering, before deducting placement agent fees and offering expenses. Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash fee equal to 7% of the gross proceeds received from the March 2026 Offering and reimbursed the Placement Agent for its expenses incurred in an amount of $100,000.\n\n \n\nF-13 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 4 — STOCKHOLDERS’ EQUITY (cont.)\n\n \n\nThe combined public offering price for each share of common stock, together with a common warrant to purchase one share of common stock, was $5.286. The combined public offering price of each pre-funded warrant, together with the accompanying common warrant, was $5.256, which equals the price at which one share of common stock and accompanying common warrant is sold in the March 2026 Offering minus $0.30, which is the per share exercise price of each pre-funded warrant. Each common warrant has an exercise price of $5.286 per share, will be exercisable immediately upon issuance and will expire on the fifth anniversary of the date of issuance. The March 2026 Offering closed on March 4, 2026.\n\n \n\n*December 2025 Offering*\n\n \n\nIn December 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (“Newbridge”) relating to a firm commitment underwritten offering (the “Offering”) of (i) 405,766 shares of common stock, referred to as the “Firm Shares,” and (ii) accompanying warrants exercisable to purchase up to 202,883 shares of common stock referred to as the “Firm Warrants.” The Offering closed on December 11, 2025 (the “Closing Date”), and the net proceeds to the Company from the Offering were approximately $4.1 million, after deducting underwriting discounts and commissions and offering expenses. Pursuant to the Agreement, the Company paid Newbridge a cash fee equal to 7% of the gross proceeds received from the Offering and reimbursed Newbridge for its expenses in an amount of $85,000. In the Offering, each two shares of common stock were offered and sold together with one accompanying warrant at a combined price of $23.10, yielding an effective price of $11.40 per share and $0.30 per warrant. The Warrants have an exercise price of $13.50 per share, were exercisable immediately upon issuance, and expire five years following the date of issuance. Pursuant to the Underwriting Agreement, the Company granted to Newbridge a 30-day option (the “Over-allotment Option”) to purchase from the Company (i) up to an additional 60,865 shares of common stock, representing 15% of the Firm Shares sold in the Offering (the “Option Shares”), and/or (ii) additional Warrants to purchase up to 30,432 shares of common stock, representing 15% of the Firm Warrants (the “Over-allotment Warrants”) sold in the Offering, solely for the purpose of covering over-allotments of such securities. Newbridge exercised the Over-allotment Option in full, and, on December 22, 2025 (the “Over-Allotment Closing Date”), the Company issued the full amount of Option Shares and Over-allotment Warrants for net proceeds of approximately $0.7 million. As discussed in Note 5, the Firm Warrants and the Over-allotment Warrants had a total fair value at the dates of issuance of $1,781,699 and were accounted for as liabilities. The Company also agreed to issue to Newbridge on the Closing Date and each Over-allotment Option closing date, warrant (the “Underwriter Warrants”) for the purchase of a number of shares of common stock equal to an aggregate of 7% of the Firm Shares sold on the Closing Date (equal to 28,403 shares) and 7% of the Option Shares sold on each Over-allotment Option Closing Date (equal to 4,260 shares). The Underwriter Warrants have substantially the same terms as the Firm Warrants, except that the Underwriter Warrants have an exercise price of $13.86 per share, are not exercisable for 180 days from the Closing Date and will include piggyback registration rights that are triggered if there is not an effective registration statement covering all of the shares of common stock issuable upon exercise of the Underwriter Warrants. The Underwriter Warrants had a total fair value at the dates of issuance of $248,294 and were accounted for as liabilities (Note 5).\n\n \n\nF-14 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 4 — STOCKHOLDERS’ EQUITY (cont.)\n\n \n\n*September 2025 Warrant Inducement Offering*\n\n \n\nIn September 2025, the Company entered into inducement offer letter agreements (the “Inducement Letters”) with certain holders (the “Holders”) of warrants issued in May 2023 (the “2023 Warrants”) and in March 2025 (the “March 2025 Warrants,” and, collectively with the 2023 Warrants, the “Existing Warrants”) to purchase up to an aggregate of 216,824 shares of the Company’s common stock. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash i) 2023 Warrants to purchase 63,390 shares of common stock with an original exercise price of $36.60 per share and ii) March 2025 Warrants to purchase 153,434 shares with an original exercise price of $33.60 per share at a reduced exercise price of $20.40 per share in consideration for the Company’s agreement to issue in a private placement new common stock purchase warrants to purchase an aggregate of 108,412 shares (the “September 2025 Warrants”). The September 2025 Warrants have an exercise price of $25.20 per share, were exercisable upon issuance and expire on the five-year anniversary of the date of issuance. The Company accounted for the issuance of the: i) shares of its common stock and ii) the September 2025 Warrants as a single equity transaction for gross proceeds of approximately $4.4 million. In relation to the warrant inducement offering, the Company engaged Newbridge as the servicing agent and paid a fee of $400,000 and expense reimbursement of $50,000.\n\n \n\n*March 2025 Private Placement*\n\n \n\nOn March 20, 2025, the Company entered into securities purchase agreements (the “Purchase Agreements”) with investors (the Investors) for the private placement (the “Private Placement”) of 208,256 units (each a Unit), with each Unit consisting of (A) two shares of the Company’s common stock and (B) one warrant (a “Warrant”) to purchase one share of common stock, at an offering price of $57.60 per Unit. Certain affiliates, officers and directors of the Company purchased a total of 12,482 Units in the Private Placement. The common stock and the Warrants included in the Units and the common stock underlying the Warrants are collectively referred to herein as the “Securities.” The Private Placement closed on March 26, 2025 with aggregate gross proceeds totaling approximately $12 million, before deducting placement agent fees and other expenses. Concurrently with the Private Placement, the Company entered into a subscription agreement with a foreign investor pursuant to which the Company completed a direct private placement of 8,680 Units for additional aggregate gross proceeds of approximately $0.5 million on the same terms as the Private Placement.\n\n \n\nThe Warrants have an exercise price of $33.60 per share. Each Warrant is exercisable immediately and will expire four years from the date of issuance. The exercise price and number of shares of common stock issuable upon exercise of the warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the common stock and the exercise price. Subject to limited exceptions, an Investor may not exercise any portion of its warrants to the extent that the Investor would beneficially own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the Company’s outstanding common stock after exercise. In the event of certain fundamental transactions, the holder of the Warrants will have the right to receive the Black Scholes Value (as defined in the Warrants) of its Warrants calculated pursuant to a formula set forth in the Warrants, payable in cash.\n\n \n\nNewbridge Securities Corporation (the “Placement Agent”) acted as the Company’s placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of February 10, 2025, between the Company and the Placement Agent, pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 7.25% of the aggregate gross proceeds from the sale of the Securities in the Private Placement and (ii) reimbursement for certain of out-of-pocket expenses, including for reasonable expenses and legal fees of $50,000. In addition, the Company issued to the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 29,155 shares of common stock (7.0% of the common stock sold in the Private Placement). The Placement Agent Warrants have substantially the same terms as the Warrants except the Placement Agent Warrants will have an exercise price equal to $42.00 per share (125% of the exercise price of the Warrants). The Placement Agent Warrants were exercisable six months from the date of issuance and expire on the fourth anniversary of the issuance date.\n\n \n\nF-15 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 4 — STOCKHOLDERS’ EQUITY (cont.)\n\n \n\n*November 2024 Public Offering*\n\n \n\nIn November 2024, the Company entered into an underwriting agreement (the “Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”), relating to a firm commitment underwritten offering (the “November 2024 Offering”) of 181,685 shares (the “Shares”) of common stock of the Company, at a public offering price of $45.00 per share. The November 2024 Offering closed on November 25, 2024 (the “Closing Date”), resulting in gross proceeds to the Company of approximately $8.2 million, before deducting underwriting discounts, commissions and offering expenses.\n\n \n\nPursuant to the Agreement, as partial compensation for its services, the Company issued to Titan on the Closing Date, warrants (the “Underwriter Warrants”) to purchase an aggregate of 12,718 shares of common stock. The Underwriter Warrants were exercisable, in whole or in part, commencing on May 21, 2025 and expire on November 25, 2029, at an exercise price per share of $56.25.\n\n \n\n*Issuances of Common Stock and Warrants*\n\n \n\nDuring the years ended March 31, 2026 and 2025, the Company issued 333 and 1,000 shares of common stock to service providers, respectively, with fair values of approximately $10,700 and $50,500, respectively.\n\n \n\nThe following table sets forth changes in the number of common stock purchase warrants outstanding during fiscal 2026 (share amounts in thousands):\n\n \n\nType   Number of\nShares     Exercise\nPrices ($)     Expiration\nDates\n\nBalance as of March 31, 2025     619              \n\nIssuance of common stock warrants     108       25.20     September 2030\n\nIssuance of common stock warrants     33       13.86     December 2030\n\nIssuance of common stock warrants     233       13.50     December 2030\n\nIssuance of common stock warrants     2,270       5.29     March 2031\n\nIssuance of common stock warrants     200       0.03     —\n\nCommon stock warrants exercised     (18 )     0.30     —\n\nCommon stock warrants exercised     (63 )     39.60     May 2028\n\nCommon stock warrants exercised     (153 )     36.60     March 2029\n\nBalance as of March 31, 2026     3,229              \n\n \n\nAs of March 31, 2026, the Company had the following equity-classified warrants outstanding (share amounts in thousands):\n\n \n\n    Number of     Exercise     Expiration\n\nType   Shares     Prices ($)     Dates\n\nCommon stock     2,270     $ 5.29     March 2031\n\nCommon stock     108       25.20     September 2030\n\nCommon stock     33       13.86     December 2030\n\nCommon stock     233       13.50     December 2030\n\nCommon stock     13       56.25     November 2029\n\nCommon stock     64       33.60     March 2029\n\nCommon stock     29       42.00     March 2029\n\nCommon stock     200       0.03     —\n\nCommon stock     16       39.60     May 2027\n\n      56       36.60     May 2028\n\nCommon stock     133       198.0     February 2027\n\nCommon stock     48       198.0     November 2027\n\nCommon stock     26       180.00     January 2027 - February 2027\n\nTotal     3,229              \n\n \n\nF-16 \n\n \n\n \n\nMODULAR\nMEDICAL, INC.\n\nNOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 5 – WARRANTS CLASSIFIED AS LIABILITIES\n\n \n\nIn December 2025, as of the Closing Date and Over-Allotment Closing Date, the Company did not have adequate authorized shares of common stock to settle all of the Firm Warrants, the Over-allotment Warrants and the Underwriter Warrants (collectively, the “Offering Warrants”). Therefore, pursuant to ASC No. 480, the Company classified the Offering Warrants as liabilities in its consolidated balance sheet as of December 31, 2025. The classification of the Offering Warrants, including whether the Offering Warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the consolidated statements of operations.\n\n \n\nThe fair values of the Firm Warrants and Underwriter Warrants issued on the Closing Date were determined using the Black Scholes model with the following assumptions: (i) expected term based on the remaining contractual terms, (ii) risk-free interest rate of 3.7%, which was based on a comparable US Treasury 5-year bond, (iii) expected volatility of 102.8% and (iv) an expected dividend of zero.\n\n \n\nThe fair values of the Underwriter Warrants and Over-Allotment Warrants issued on the Over-Allotment Closing Date, were determined using the Black Scholes model with the following assumptions: (i) expected term based on the remaining contractual terms, (ii) risk-free interest rate of 3.7%, which was based on a comparable US Treasury 5-year bond, (iii) expected volatility of 102.6% and (iv) an expected dividend of zero. \n\n \n\nOn January 23, 2026, the Company filed the Authorized Shares Amendment and increased its authorized shares such that the Company had adequate authorized shares to settle the Offering Warrants. Accordingly, the Company reclassified the Offering Warrants to equity effective January 23, 2026.\n\n \n\nThe fair values of the Offering Warrants at January 23, 2026, were determined using the Black Scholes model with the following assumptions: (i) expected term based on the remaining contractual terms, (ii) risk-free interest rate of 3.84%, which was based on a comparable US Treasury 5-year bond, (iii) expected volatility of 102.3% and (iv) an expected dividend of zero.\n\n \n\nAs of March 31, 2026, the Company had the following liability-classified warrants outstanding (amounts in thousands):\n\n \n\n    Number of Warrants        \n\n    on Common Shares     Amount\n($)  \n\nBalance as of March 31, 2025     —       —  \n\nRecognition of warrant liabilities     266       2,030  \n\nLoss on change in fair value of warrants     —       129  \n\nBalance as of December 31, 2025     266       2,159  \n\nLoss on change in fair value of warrants     —       705  \n\nReclassification of warrant liabilities to equity     (266 )     (2,864 )\n\nBalance as of March 31, 2026     —       —  \n\n \n\nNOTE 6 — STOCK-BASED COMPENSATION\n\n* *\n\n*Amended 2017 Equity Incentive Plan*\n\n \n\nIn October 2017, the Company’s board of directors (the “Board”) approved the Amended and Restated 2017 Equity Incentive Plan, as amended (the “Plan”) with 33,334 shares of common stock reserved for issuance. In January 2020 and August 2021, the Board approved increases in the number of shares reserved for issuance under the Plan by 11,112 and 44,444 shares, respectively. In January 2023, February 2024, February 2025 and January 2026, the Company’s stockholders approved increases in the number of shares reserved for issuance under the Plan by an additional 66,667, 100,000, 100,000 and 100,000 shares, respectively. Under the Plan, eligible employees, directors and consultants may be granted a broad range of awards, including stock options, stock appreciation rights, restricted stock, performance-based awards and restricted stock units (“RSUs”). The Plan is administered by the Board or, in the alternative, a committee designated by the Board.\n\n \n\n*Stock-Based Compensation Expense*\n\n \n\nStock options granted by the Company generally vest over 36 months and have a 10-year term. As of March 31, 2026, the unamortized compensation cost related to stock options was approximately $1,174,000 and is expected to be recognized as expense over a weighted-average period of approximately 0.7 years.\n\n \n\nF-17 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 6 — STOCK-BASED COMPENSATION (cont.)\n\n \n\nIn April 2025, under its Two-Part FDA Submission and Product Milestone Bonus Program (the “Program”), the Company granted stock options to purchase 64,700 shares of common stock, which are subject to vesting based upon achievement of two performance milestones by the Company and continued service by the optionee. The two performance milestones set forth under the Program were (i) submission of the 510(k) to the FDA for the Pivot pump product on or before October 31, 2025 (“Milestone 1”) and (ii) validation of the manufacturing line validated for the Pivot pump product with capacity to serve 6,000 patients by March 15, 2026 (“Milestone 2”). The Company commenced expense recognition upon grant for all option shares issued under the Program based on its assessment of the probability of achievement of the applicable performance requirements. During the quarter ended December 31, 2025, outstanding Milestone 1 options for 31,516 shares vested. On March 16, 2026, outstanding Milestone 2 options for 30,787 shares were canceled, as the Company did not meet the required performance milestone.\n\n \n\nIn February 2026, the Company granted a stock option to purchase 100,000 shares of common stock (the “Performance Award”) to a consultant, which is subject to vesting based upon achievement of a performance milestone by May 1, 2026. As of March 31, 2026, the Company had not commenced expense recognition for the Performance Award based on management’s assessment of the probability of achievement of the applicable performance requirements.\n\n \n\nThe weighted-average grant date fair values of stock options granted during the years ended March 31, 2026 and 2025 was $11.85 and $39.30, respectively. The following assumptions were used in the fair-value method calculations:\n\n \n\n      Year Ended March 31,  \n\n      2026       2025  \n\nRisk-free interest rates     3.63% – 4.14%       3.45% – 4.49%  \n\nVolatility     102% – 108%       107% – 123%  \n\nExpected life (years)     5.0 – 5.7       5.0 – 5.7  \n\nDividend yield     —       —  \n\n \n\nThe fair values of options at the grant date were estimated utilizing the Black-Scholes valuation model, which includes simplified methods to establish the fair term of options. The expected volatility is based on the historical volatility of the Company’s stock price. The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates, as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. A dividend yield of zero was applied because the Company has never paid dividends and has no intention to pay dividends in the foreseeable future. The Company accounts for forfeitures as they occur.\n\n \n\nThe following table summarizes the activity in the shares available for grant under the Plan during the years ended March 31, 2026 and 2025:\n\n \n\n          Options Outstanding  \n\n    Shares Available for Grant     Number of Shares     Weighted Average Exercise Price ($)  \n\nBalance at March 31, 2024     121,620       122,977       111.00  \n\nAdditional shares authorized under the Plan     100,000       —       —  \n\nOptions granted     (52,661 )     52,661       46.50  \n\nOptions exercised     —       (251 )     32.40  \n\nShare awards     (516 )     —       —  \n\nOptions cancelled and returned to the Plan     11,485       (11,485 )     46.50  \n\nBalance at March 31, 2025     179,928       163,902       95.10  \n\nAdditional shares authorized under the Plan     100,000       —       —  \n\nOptions granted     (215,364 )     215,364       14.74  \n\nReverse stock split adjustment     —       480       —  \n\nShare awards     (853 )     —       —  \n\nOptions cancelled and returned to the Plan     53,651       (53,651 )     32.70  \n\nBalance at March 31, 2026     117,362       326,095       51.97  \n\n \n\nF-18 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 6 — STOCK-BASED COMPENSATION (cont.)\n\n \n\nA summary of RSU activity under the Plan is presented below.\n\n \n\n          Weighted  \n\n          Average  \n\n          Grant-Date  \n\n    Number of     Fair Value  \n\n    Shares     ($)  \n\nBalance at March 31, 2024     6,250       0.91  \n\nVested     (2,778 )     0.91  \n\nBalance at March 31, 2025     3,472       0.91  \n\nVested     (2,777 )     0.91  \n\nBalance at March 31, 2026     695       0.91  \n\n  \n\nThe total intrinsic value of RSUs outstanding as of March 31, 2026 was approximately $3,670. The unamortized compensation cost at March 31, 2026 was approximately $20,000 related to RSUs and is expected to be recognized as expense over a period of approximately 0.25 years.\n\n \n\nThe following table summarizes the range of outstanding and exercisable options as of March 31, 2026:\n\n \n\n    Options Outstanding     Options Exercisable  \n\nRange of Exercise Price   Number\nOutstanding     Weighted\nAverage\nRemaining\nContractual\nLife\n(in Years)     Weighted\nAverage\nExercise\nPrice\n($)     Number\nExercisable     Weighted\nAverage\nExercise\nPrice\n($)     Aggregate\nIntrinsic\nValue\n($)  \n\n$5.40 – $68.40     279,520       8.71       24.88       149,897       37.04       958  \n\n$118.50 – $225.30     30,471       5.17       159.82       30,471       159.82       —  \n\n$258.30 – $531.00     16,104       5.23       317.72       16,104       317.72       —  \n\n$5.40 – $531.00     326,095       8.21       51.97       196,472       74.08       958  \n\n \n\nThe intrinsic value per share is calculated as the excess of the closing price of the common stock on the Company’s principal trading market over the exercise price of the option at March 31, 2026.\n\n \n\nNOTE 7 — INCOME TAXES\n\n \n\nThe income tax provision consisted of the following:\n\n \n\n    Year Ended March 31,  \n\n    2026     2025  \n\n    (in thousands)  \n\nCurrent provision:            \n\nFederal   $   —     $    —  \n\nState     2       2  \n\n      2       2  \n\nDeferred provision:                \n\nFederal     —       —  \n\nState     —       —  \n\n      —       —  \n\nTotal income tax provision   $ 2     $ 2  \n\n \n\nF-19 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 7 — INCOME TAXES (cont.)\n\n \n\nA reconciliation of income taxes provided at the federal statutory rate to the actual income tax provision is as follows:\n\n \n\n    Year Ended March 31,\n\n    2026   2025\n\nU.S. Federal Statutory Tax Rate   $ (5,957 )     21.0 %   $ (3,953 )     21.0 %\n\nState Taxes, Net of Federal Benefit (1)     (1,808 )     6.4 %     (1,143 )     6.1 %\n\nTax Credits                                \n\nResearch & development tax credits     (970 )     3.4 %     (1,235 )     6.6 %\n\nNontaxable or Nondeductible Items, net:                                \n\nStock-based compensation     333       (1.2 )%     383       (2.0 )%\n\nRevaluation gain/loss     175       (0.6 )%     —       0.0 %\n\nOther adjustments     143       (0.5 )%     12       (0.1 )%\n\nChange in Valuation Allowance     7,316       (25.8 )%     5,567       (29.6 )%\n\nChanges in Unrecognized Tax Benefits     291       (1.0 )%     370       (2.0 )%\n\nOther Reconciling Items     479       (1.7 )%     1       0.0 %\n\nTotal Tax Provision   $ 2       0.0 %   $ 2       0.0 %\n\n \n\n(1) - State tax benefits in California made up the majority (greater than 50%) of the tax effect in this category.\n\n \n\nThe losses before income tax provision for the years ended March 31, 2026 and 2025 were solely attributable to US operations.\n\n \n\nSignificant components of the Company’s deferred tax assets and liabilities were (in thousands):\n\n \n\n    March 31,  \n\n    2026     2025  \n\nNet operating loss carryforwards   $ 22,196     $ 14,343  \n\nCapitalized research and development expense     3,863       5,391  \n\nStock-based compensation expense     1,298       1,267  \n\nResearch and development tax credits     3,099       2,420  \n\nLease liability     110       230  \n\nReserves, accruals and other     176       82  \n\nTotal gross deferred tax assets     30,742       23,733  \n\nRight-of-use asset     (102 )     (215 )\n\nProperty and equipment     (288 )     (481 )\n\nTotal deferred tax liabilities     (390 )     (696 )\n\nLess: valuation allowance     (30,352 )     (23,037 )\n\nDeferred tax assets, net   $ —     $ —  \n\n \n\nDeferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Based on the available information and other factors, management believes it is more likely than not that the net deferred tax assets at March 31, 2026 and 2025, will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets at March 31, 2026 and 2025.\n\n \n\nAt March 31, 2026, the Company had net operating loss carryforwards (“NOLs”) of approximately $74,558,000 for federal income tax purposes and $93,561,000 for state income tax purposes. These NOLs are available to reduce future taxable income and will expire at various times from 2037 through 2046, except federal NOLs from fiscal 2018 and later, which will never expire.\n\n \n\nThe Company also had federal research and development tax credit carryforwards of approximately $3,218,000, which will begin expiring at various times from 2038 through 2046, and state research and development credits of approximately $1,531,000, which do not have an expiration date.\n\n \n\nInternal Revenue Code Sections 382 and 383 place a limitation on the amount of net operating loss and income tax credit carryforwards that can offset taxable income after a change in control (generally a greater than 50% change in ownership) of a loss corporation. Most states have similar rules. Due to these “change in ownership” provisions, utilization of the net operating loss carryforwards may be subject to an annual limitation regarding their utilization against taxable income.\n\n \n\nF-20 \n\n \n\n \n\nMODULAR MEDICAL, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 7 — INCOME TAXES (cont.)\n\n \n\nThe Company’s unrecognized tax benefits were as follows (in thousands):\n\n \n\n    Year Ended March 31,\n\n    2026     2025\n\nBeginning balance   $ 1,104     $ —  \n\nAdditions based on tax positions related to the current year     321       405  \n\nAdditions for tax positions of prior years     —        699  \n\nEnding balance   $ 1,425       1,104  \n\n \n\nThere are no unrecognized tax benefits that, if recognized, would impact the Company’s effective tax rate. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the Company’s provision for income taxes. As of March 31, 2026, the Company had no accrual for interest and penalties related to unrecognized tax benefits. The Company does not expect any unrecognized tax benefits to be recognized within the next 12 months.\n\n \n\nThe Company files U.S. federal and various state income tax returns. The Company is not currently under audit by any taxing authorities. The federal and state income tax returns are generally subject to examination for tax years 2022 through 2025. The statute of limitations for U.S. net operating losses and research and development tax credit carryovers begin to toll in the year they are used; therefore, all carryovers are subject to examination.\n\n \n\nThe amount of income taxes paid by the Company were (in thousands):\n\n \n\n    Year Ended March 31,  \n\n    2026     2025  \n\nFederal   $ —       —  \n\nCalifornia     2       2  \n\nOther states     —       —  \n\nTotal   $ 2     $ 2  \n\n \n\nNOTE 8 — COMMITMENTS AND CONTINGENCIES\n\n \n\n*Litigations, Claims and Assessments*\n\n \n\nIn the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.\n\n \n\n*Indemnification*\n\n \n\nIn the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representations and warranties, failure to perform certain covenants, or claims and losses arising from certain events as outlined within the particular contract, which may include, for example, losses arising from litigation or claims relating to past performance. Such indemnification clauses may not be subject to maximum loss clauses. The Company has also entered into indemnification agreements with its officers and directors. No amounts were reflected in the Company’s consolidated financial statements for the years ended March 31, 2026 and 2025 related to these indemnifications. The Company has not estimated the maximum potential amount of indemnification liability under these agreements due to the limited history of prior claims and the unique facts and circumstances applicable to each particular agreement. To date, the Company has not made any payments related to these indemnification agreements.\n\n \n\n*Purchase Obligations*\n\n \n\nThe Company’s primary purchase obligations include purchase orders for machinery and equipment. At March 31, 2026, the Company had outstanding purchase orders for machinery and equipment and related expenditures of approximately $1,600,000. At March 31, 2026, the Company had outstanding purchase orders for supplies and inventory components of approximately $431,000.\n\n \n\nF-21 \n\n \n\n \n\nMODULAR\nMEDICAL, INC.\n\nNOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 9 — BUSINESS SEGMENTS, CONCENTRATIONS OF CREDIT RISKS AND SIGNIFICANT CUSTOMER\n\n \n\nSegment Information\n\n \n\nThe Company determines its reporting units in accordance with ASC No. 280, *Segment Reporting*(“ASC 280”), as amended by ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*. Management evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.\n\n \n\nThe Company’s chief executive officer is the chief operating decision maker (the “CODM”), and the CODM evaluates financial performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, including consolidated net income (loss). Because the CODM evaluates financial performance on a consolidated basis, the Company operates and manages its business as one reportable and operating segment as a medical device company focused on the design, development and eventual commercialization of innovative insulin pumps using modernized technology. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.\n\n \n\nSignificant segment expenses include research and development expenditures, salaries and benefits, and stock-based compensation. Operating expenses include all remaining costs necessary to operate the Company’s business, which primarily include facilities, external professional services and other administrative expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by the CODM: \n\n \n\n    Year Ended March 31,  \n\n    2026     2025  \n\n    (in thousands)  \n\nResearch and development   $ 5,715     $ 4,090  \n\nCompensation     12,649       8,108  \n\nStock-based compensation     1,778       2,385  \n\nOther operating expenses     7,418       4,465  \n\nOther income and expense     682     (224 )\n\nNet loss   $ 28,242     $ 18,824  \n\n \n\nConcentrations\n\n \n\nFinancial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash held in demand deposit accounts. The Company maintains its cash at high credit quality financial institutions within the United States, which are insured by the Federal Deposit Insurance Corporation up to limits of approximately $250,000. No reserve has been made in the financial statements for any possible loss due to financial institution failure.\n\n \n\nThe following table lists significant vendors that represented more than 10% of the Company’s total accounts payable balance at each respective balance sheet date:\n\n \n\n    March 31,  \n\n    2026     2025  \n\nVendor A     * %     13 %\n\nVendor B     * %     12 %\n\nVendor C     * %     10 %\n\nVendor D     15 %     *  \n\nVendor E     14 %     *  \n\n \n\n \n\n* Represents less than 10%\n\n \n\nF-22 \n\n \n\n \n\nMODULAR\nMEDICAL, INC.\n\nNOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\nNOTE 10 — RELATED PARTY TRANSACTIONS\n\n \n\n*Offerings of Equity Securities*\n\n \n\nManchester 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 the Company’s outstanding shares of common stock at March 31, 2026. Mr. Besser is the Company’s chief executive officer and a managing member of MMC. Mr. Frank is a member of the Board, and he serves as the portfolio manager of Explorer and as a managing member of MMC. In March 2025, Explorer purchased 260,416 units in the Private Placement for aggregate gross proceeds to the Company of $500,000. In addition, Mr. Besser purchased 78,125 units in the Private Placement for aggregate gross proceeds to the Company of approximately $150,000.\n\n \n\nTwo members of the Board purchased a total of 35,937 Units in the Private Placement for gross proceeds to the Company of $69,000.\n\n \n\nTwo members of the Board participated in the Offering and purchased 2,000 and 733 shares, respectively, and accompanying warrants for net proceeds to the Company of $46,200 and $16,940, respectively.\n\n \n\n*Promissory Note*\n\n* *\n\nIn February 2026, the Company issued a promissory note (the “Bridge Note”) to Mr. Besser that provided the Company with a $350,000 revolving credit facility with all amounts being drawn down by the Company 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 the Company has 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, the Company 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.\n\n* *\n\n*Compensation *\n\n \n\nA family member of one of the Company’s executive officers was an employee of the Company until March 15, 2026. During the years ended March 31, 2026 and 2025, the Company paid the family member approximately $153,900 and $169,000, respectively, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of stock options granted during each period. \n\n \n\nA second family member of one of the Company’s executive officers consulted with and became an employee of the Company during 2025. During the year ended March 31, 2026, the Company 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. \n\n \n\n*Royalty Agreement*\n\n \n\nIn July 2017, the Company entered into a royalty agreement with its founder, who currently serves as an executive officer of the Company (the “Founder”). Pursuant to the agreement, the Founder assigned and transferred all of his rights in the intellectual property of Quasuras in return for future royalty payments on the Company’s product. The Company is obligated to make royalty payments under the agreement to the Founder on any sales of the royalty product sold or otherwise commercialized by the Company equal to (a) $0.75 on each sale of a royalty product or (b) 5% of the gross sale price of the royalty product, whichever is less. The royalty payments will cease, and the agreement will terminate, at such time as the total sum of royalty payments actually paid to the Founder, pursuant to the agreement, reaches $10,000,000. The Company has the option to terminate the agreement at any time upon payment, to the Founder, of the difference between total royalty payments actually made to him to date and the sum of $10,000,000. All payments of the royalties, if due, for the preceding quarter, will be made by the Company to the Founder within thirty days after the end of each calendar quarter.\n\n \n\nNOTE 11 — SUBSEQUENT EVENTS\n\n* *\n\n*April 2026 Offering*\n\n \n\nOn April 19, 2026, the Company entered into a placement agency agreement with Maxim relating to a registered direct offering (the “April 2026 Offering”) of 750,000 shares of the Company’s common stock. The gross proceeds to the Company from the April 2026 Offering were approximately $3,375,000, before deducting offering expenses. The April 2026 Offering closed on April 21, 2026.\n\n* *\n\n*ATM Agreement*\n\n \n\nOn April 17, 2026, the ATM Agreement was terminated.\n\n* *\n\n*Maxim ATM Agreement*\n\n \n\nOn April 23, 2026, the Company entered into a Sales Agreement (the “2026 ATM Agreement”) with Maxim under which the Company may offer and sell, from time to time at its sole discretion, up to $100,000,000 of shares of its common stock through an “at the market offering” program under which Maxim will act as sales agent or principal. The 2026 ATM Agreement provides that Maxim will be entitled to compensation for its services equal to 3.0% of the gross proceeds from sales of any shares of common stock under the 2026 ATM Agreement. The Company has no obligation to sell any shares under the 2026 ATM Agreement and may, at any time, suspend solicitation and offers under the 2026 ATM Agreement.\n\n \n\nF-23"}