UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

MODULAR MEDICAL, INC.
(Name of Registrant as Specified In Its Charter)

_____________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

January 24, 2025

Dear Shareholder:

We invite you to attend the 2025 Annual Meeting of Shareholders of Modular Medical, Inc. (the “Company”) to be held via a live audio webcast on Friday, February 28, 2025, at 8:00 a.m. Pacific time (the “Annual Meeting”). The notice of the Annual Meeting and proxy statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting.

Your vote is very important. We encourage you to read all of the information in the proxy statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your proxy by the Internet, by telephone or by mail.

On behalf of the Board of Directors, thank you for your continued confidence and investment in the Company.

Sincerely,
/s/ Paul DiPerna
Paul DiPerna
Chairman of the Board of Directors

MODULAR MEDICAL, INC.
10470 Thornmint Road
San Diego, CA 92127
(858) 800-3500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 28, 2025

To the shareholders of Modular Medical, Inc.:

You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Modular Medical, Inc., a Nevada corporation (the “Company” or “our”), which will be held on February 28, 2025, at 8:00 a.m. Pacific time, in a virtual meeting format at www.virtualshareholdermeeting.com/MODD2025, for the following purposes:

1. To elect seven directors to hold office for a term until the next annual meeting of shareholders or until their respective successors are elected and qualified (Proposal No. 1);

2. To approve an amendment of the Amended and Restated 2017 Equity Incentive Plan to increase by 3,000,000 the number of shares of common stock available for issuance (Proposal No. 2);

3. To ratify the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025 (Proposal No. 3); and

4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the accompanying proxy statement with respect to the Annual Meeting (the “Proxy Statement”). Only shareholders of record of our common stock, par value $0.001 per share, at the close of business on January 17, 2025, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please submit a proxy to vote your shares either via the Internet, by phone, or by mail, in order to ensure that your shares are represented and voted at the Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

		By Order of the Board of Directors
		/s/ Paul DiPerna
		Paul DiPerna
		Chairman

January 24, 2025
San Diego, California

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on February 28, 2025: Our 2025 proxy statement and Annual Report on Form 10-K for the year ended March 31, 2024 are available at www.proxyvote.com

MODULAR MEDICAL, INC.

PROXY STATEMENT

General Information

This proxy statement is being furnished to the shareholders of Modular Medical, Inc. ( the “Company”, “we”, “us” or “our”) in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Shareholders to be held on February 28, 2025 at 8:00 a.m. Pacific time (the “Annual Meeting”), in a virtual meeting form at www.virtualshareholdermeeting.com/MODD2025, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Accompanying this proxy statement is a proxy card for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this proxy statement. This proxy statement and the accompanying proxy card will be first mailed to the Company’s shareholders on or about January 28, 2025.

How do I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of shareholders, which will be held via a live audio webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of our common stock as of the close of business on January 17, 2025 (the “Record Date”). As of the Record Date, there were 40,665,220 shares of our common stock issued and outstanding and entitled to vote held by approximately 66 holders of record. Each holder of shares of common stock is entitled to one vote for each share of stock held on the proposals presented in this proxy statement. Our Bylaws, provide that one half of the total voting power of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. The enclosed proxy card reflects the number of shares that you are entitled to vote.

You will be able to attend the virtual Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MODD2025. You also will be able to vote your shares online by attending the virtual Annual Meeting. To participate in the Annual Meeting, you will need the control number included on your proxy card or on the instructions that accompanied your proxy materials or other information as instructed through your broker, bank or other holder of record. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. If your shares are held in the name of a broker, bank, or other nominee, you should contact your broker, bank, or other nominee to obtain your control number or other instructions provided by your broker, bank or other holder of record. However, even if you plan to attend the Annual Meeting, we recommend that you submit your proxy to vote your shares in advance, so that your vote will be counted if you later decide not to attend the Annual Meeting.

How do I vote?

Shareholders of Record

Record holders of our common stock have the following methods of voting:

1. Vote by Internet. You may vote your shares by following the “Vote by Internet” instructions on the accompanying proxy card. If you vote over the Internet, you do not need to vote electronically at the Annual Meeting or complete and mail your proxy card.

2. Vote by Mail. To vote by mail, please mark, date, sign and promptly mail your proxy card (a postage-paid envelope is provided for mailing in the United States).

3. Vote by Phone. The telephone number for voting by phone is on your proxy card. If you vote by phone, you do not need to vote electronically at the Annual Meeting or complete and mail your proxy card.

4. Vote Electronically at the Virtual Annual Meeting. Virtually attend and vote at the virtual Annual Meeting.

Shares Registered in the Name of a Broker, Bank or Other Agent

If your shares of our common stock are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name” and the entity holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. As you are not the stockholder of record, however, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

If you hold your shares in street name, you should have received voting instructions with these proxy materials from the holder of record rather than a proxy card from us. Simply complete and mail your voting instructions as directed by your broker or bank to ensure that your vote is counted. Alternatively, you may be able to vote by telephone or over the Internet by following instructions provided by your broker, bank, or other agent. Please refer to information from your bank, broker or other agent on how to submit your voting instructions. If you do not specify how you would like your shares to be voted, your shares held in street name may still be voted but only by certain record holders and only with respect to certain matters. In general, under the rules of the various national and regional securities exchanges, holders of record have the authority to vote shares for which their customers do not provide voting instructions on certain limited routine, uncontested items, but not on non-routine proposals. In the case of non-routine or contested items for which instructions have not been provided, the institution holding street name shares cannot vote those shares. A broker “non-vote” occurs when we receive a proxy from a broker but the shares represented by such proxy are not voted on a particular matter because the broker has not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the broker does not have discretionary power to vote the shares. If your shares are held of record by a person or institution other than a broker, however, whether those shares can be voted without specific instructions from you will depend on your individual arrangement with that record holder, in particular, whether you have granted such record holder discretionary authority to vote your shares. In the absence of an arrangement with your record holder granting such discretionary authority, your record holder nominee will not have authority to vote your shares on any matter at the Annual Meeting in the absence of specific voting instructions from you.

The proposal to ratify the appointment of our independent registered public accounting firm is considered a “routine” item upon which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions. If your broker holder of record submits a proxy on your behalf, but does not indicate how your shares of common stock should be voted, your shares of common stock represented by such proxy will be voted FOR ratification of the appointment of Farber Hass Hurley LLP as our independent public accounting firm for fiscal 2025. The election of directors and the proposed amendment to the Modular Medical, Inc. Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”) to increase the number of shares of our common stock available for issuance thereunder are considered “non-routine” items for which brokerage firms may not vote in their discretion on behalf of clients who do not furnish voting instructions and, thus, there may be “broker non-votes” at the Annual Meeting with respect to these proposals. If you hold your shares in street name in a stock brokerage account, you must provide the record holder of your shares with instructions on how to vote your shares if you wish them to be voted on the election of directors or the amendment to the 2017 Plan. If your shares are held in street name by a bank or other agent, you must provide the record holder of your shares with instructions on how to vote your shares if you wish them to be voted on any matter at the Annual Meeting, unless you have an arrangement with the bank or other agent granting them discretionary authority to vote your shares.

Soliciting Proxies

We will solicit shareholders by mail through our employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have shares of our common stock registered in the names of such persons and will reimburse them for reasonable, out-of-pocket costs. In addition, we may use the service of our officers and directors to solicit proxies, personally or by telephone, without additional compensation.

Why am I being provided with these proxy materials?

We have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of proxies for the matters to be voted on at our Annual Meeting and at any adjournment or postponement thereof.

What if other matters come up at the Annual Meeting?

As of the date of this proxy statement, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a shareholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Voting of Proxies

All valid proxies received prior to the Annual Meeting will be voted. The Board of Directors recommends that you vote by proxy even if you plan to attend the Annual Meeting. Voting by proxy will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor from the holder of record to be able to vote at the Annual Meeting.

We provide Internet proxy voting to all shareholders and will hold the Annual Meeting virtually to allow you to attend the Annual Meeting and vote your shares online, with procedures designed to ensure the authenticity and correctness of your vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Uninstructed Shares

All proxies that are properly submitted prior to the Annual Meeting, and that have not been revoked, will be voted in favor of the proposals described in this proxy statement unless otherwise directed (unless, other than with respect to the ratification of the selection of our independent registered public accounting firm, such shares are held in street name and the beneficial holder thereof has not provided voting instructions with respect to such matter, in which case they will not be voted on such matter).

Revocability of Proxies

A shareholder may revoke his, her or its proxy at any time before it is voted by (i) submitting to the secretary of the Company, at its principal executive offices located at 10470 Thornmint Road, San Diego, CA 92127, a timely written notice of revocation, (ii) submitting another properly-completed proxy card bearing a later date or a subsequent proxy via the Internet or telephone, or (iii) attending the Annual Meeting and voting in person. Simply attending the meeting will not, by itself, revoke your proxy.

Voting Procedures and Vote Required

One-half of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at the Annual Meeting. Shares represented by proxies that contain an abstention, as well as broker non-votes, are counted as present for purposes of determining the presence or absence of a quorum for the Annual Meeting. All properly submitted proxies delivered pursuant to this solicitation and not revoked will be voted at the Annual Meeting as specified in such proxies.

Vote Required for Election of Directors (Proposal No. 1).

Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” Nevada law provides that directors are to be elected by a plurality of the votes of the cast at the election, unless the corporation’s articles of incorporation or Bylaws require more than a plurality of the votes cast. Our Bylaws provide that if a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject constitutes action by the shareholders unless a greater vote or class vote is required by Nevada law or our articles of incorporation. As our Bylaws require more than a plurality of the votes cast, this means that only those nominees for director receiving a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote will be elected as directors. Under Nevada law, broker non-votes are not considered entitled to vote on the subject and, therefore, they will have no effect on the outcome of the vote on this proposal. As they represent shares entitled to vote in the election of directors, however, abstentions in the election of one or more director nominees will have the same effect as a vote against such nominee(s).

Vote Required to Approve the Amendment to the 2017 Plan (Proposal No. 2).

Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” Stockholder approval of the amendment to the 2017 Plan is being sought in order to satisfy the stockholder approval requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Pursuant to Nasdaq rules, the affirmative vote of the holders of a majority of the votes cast is required for the approval of the proposed amendment to the 2017 Plan to increase by 3,000,000 the maximum number of shares of the Company’s common stock available for issuance under the 2017 Plan. Abstentions and broker non-votes are not considered to be votes cast under Nevada law and thus will have no effect on the outcome of the vote on this proposal.

Vote Required for Ratification of Independent Registered Public Accounting Firm (Proposal No. 3).

Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” Our Bylaws provide that, on all matters (except to the extent otherwise required by our Articles of Incorporation or applicable Nevada law), the affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote on the matter, will be required for approval. Accordingly, assuming a quorum is present, the affirmative vote of a majority of the shares present at the Annual Meeting, in person or by proxy, and voting on the matter will be required to ratify the Board’s selection of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025. As noted above, abstentions are considered present and entitled to vote on a matter and thus will have the same effect as a vote against this proposal. There will be no broker non-votes with respect to this proposal.

An automated system administered by Broadridge Financial Solutions Inc. will tabulate shareholder votes submitted by proxy, and an inspector of elections appointed by our Board of Directors will tabulate votes cast at the Annual Meeting. Shareholders will not be entitled to dissenter’s rights with respect to any matter to be considered at the Annual Meeting.

Shareholder List

For a period of at least 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available at our principal executive offices located at 10470 Thornmint Road, San Diego, CA 92127, so that shareholders of record may inspect the list.

Expenses of Solicitation

We will pay the cost of preparing, assembling and mailing this proxy statement and any other soliciting material with respect to the Annual Meeting, and all costs of solicitation, including certain expenses of brokers and nominees who mail proxy material to their customers or principals.

CORPORATE GOVERNANCE

Board of Directors

The Board, upon the recommendation of its Nominating and Governance Committee, has nominated Paul DiPerna, Duane DeSisto, Steven Felsher, Morgan C. Frank, Philip Sheibley, Carmen Volkart and Ellen O’Connor Vos for election as directors, each to hold office for a term ending at the Company’s next annual meeting of shareholders and until their respective successors are elected and qualified or until their earlier resignation or removal.

Members of the Board of Directors

Set forth below are the names of and certain biographical information about each member of the Board of Directors. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years.

Name	Age	Position
Paul DiPerna	66	President, Chief Financial Officer, Treasurer and Chairman of the Board of Directors
Duane DeSisto	70	Director
Steven Felsher	75	Director
Morgan C. Frank	52	Director
Philip Sheibley	66	Director
Carmen Volkart	64	Director
Ellen O’Connor Vos	69	Director

The following sets forth certain information about each of the director nominees:

Paul DiPerna. Mr. DiPerna has been our chairman, chief financial officer, president and treasurer since we acquired Quasuras, Inc. (“Quasuras”) in July 2017. He also served as our chief executive officer from July 2017 until August 2021 and as our Secretary from July 2017 to October 2021. In 2015, he founded Quasuras, an early-stage medical device company developing an insulin pump product and, until its acquisition by us, he served as its chief executive officer and chairman. Prior to that, Mr. DiPerna founded Fuel Source Partners, LLC to incubate early stage medical device products and accumulate technical talent. Our current pump product was one of such proposed products and was spun-out to Quasuras in 2015. From 2012 to 2015, he served as a co-inventor at a private company with property rights in a medical device used for blood borne infection control called the Curos Cap, which was acquired by 3M Corporation. In 2003, Mr. DiPerna founded Tandem Diabetes Care, Inc. (“Tandem”) and held various positions, including as director, chief executive officer and chief technology officer and was primarily responsible for the design concept and development of Tandem’s initial insulin pump. Prior to that, he held executive and management positions at Baxter Healthcare Corporation (“Baxter”), where he was tasked with identifying synergistic opportunities in the diabetes industry. As a result, Mr. DiPerna developed substantial expertise and knowledge in the diabetes industry and led attempts by Baxter to acquire three insulin pump manufacturers. Previously, he held mechanical design engineering positions in the automated test equipment and blood separation sciences industries. Mr. DiPerna holds approximately 70 patents in medical device and microfluidic technology and has achieved numerous product clearances with the U.S. Food and Drug Administration (the “FDA”). Mr. DiPerna received a Master’s in Engineering Management from Northeastern University and a B.S. in Mechanical Engineering from the University of Massachusetts and has spent over 35 years in the medical-device industry. We believe that Mr. DiPerna is qualified to serve as the chairman of the Board of Directors due to his extensive knowledge and experience in the medical-device industry generally, and, in particular, with regard to insulin pumps and the diabetes industry, as well as his management and leadership experience from holding director and senior executive positions in other public and private companies and leading project development teams of medical device companies.

Duane DeSisto. Mr. DeSisto was appointed to the Board of Directors in July 2023. He has over 45 years of progressive management experience and over 25 years of experience in the medical device industry as a member of senior management and as a board member at multiple public companies. Currently retired, he previously served as the chief executive officer of Insulet Corporation (“Insulet”), manufacturer of the world’s first patch insulin pump, from 2003 to 2014. From 2002 to 2003, he served as the president, chief financial officer and acting chief executive officer of Insulet, and, from 2001 to 2002, he served as the chief financial officer and treasurer of Insulet. Prior to 2001, he held executive positions with Paper Exchange, an e-business solution for the pulp and paper industry, AAI-Foster

Grant, a sunglass and eyeglass provider to point-of-purchase retail, and Zoll Medical, a defibrillator manufacturer. He has an undergraduate degree from Providence College and a master’s of business administration degree from Bryant University. We believe that Mr. DeSisto is qualified to serve on the Board of Directors because of his extensive background in operational leadership and commercialization of advanced medical devices and therapies, including insulin pumps. In addition, he has served as an executive officer and member of the board of directors at multiple public companies.

Steven Felsher. Mr. Felsher has been a member of the Board of Directors since November 2021. Mr. Felsher is an experienced executive with respect to finance, administration, governance and other aspects of public and private company management. He served as a member of the board of directors of Signal Hill Acquisition Corp., a special purpose acquisition company, from March 2021 to February 2023. From August 2018 to July 2020, he served as a member of the board of directors of Sito Mobile, Inc., a publicly-traded company that provided customized, data-driven solutions for brands spanning all forms of media. From January 2011 to June 2019, Mr. Felsher was a senior advisor at Quadrangle Group LLC, a private investment firm focused on the information and communications technology sectors. He spent a substantial portion of his career with Grey Global Group Inc., a global marketing services company, where he served as a senior executive from 1979 until 2007, most recently as vice chairman and chief financial officer. He holds a BA in classical Greek from Dickinson College and a J.D. from Yale University School of Law. We believe that Mr. Felsher is qualified to serve on the Board of Directors because of his extensive business experience with administration, governance, capital allocation and other aspects of public and private company management.

Morgan C. Frank. Mr. Frank has served as a member of the Board of Directors since April 2017. He has served as chairman of the board of directors of SANUWAVE Health, Inc., a publicly-traded provider of wound-care products, since August 2022. Since May 2002, Mr. Frank has served as a managing member and portfolio manager with investment decision-making responsibilities at Manchester Explorer, LP (“Manchester Explorer”), a micro-cap focused hedge fund. Prior to such time, he was a founder and managing director at First Principles Group, a boutique consultancy and principal investor specializing in corporate restructuring, restarts, intellectual property assessment and salvage, and spin outs. Prior to such time, Mr. Frank spent approximately five years as an analyst and portfolio manager at Hollis Capital, a San Francisco based hedge fund and, prior thereto, Mr. Frank worked for an independent private client group at Paine Webber specializing in primary research to develop investment ideas (particularly short sale ideas) for institutional clients. Prior to his employment at Paine Webber, Mr. Frank was a currency trader for Eastern Vanguard. Mr. Frank holds a BA in Economics and in Political Science from Brown University. We believe that Mr. Frank is qualified to serve as member of the Board of Directors due to his extensive prior experience conducting financial analysis of public companies (certain of which were in the development stage), including such public companies’ management teams, products, including products in the development stage, the potential markets for such products and other factors that could affect the likelihood and timing of success and market penetration of such entities’ products as well as his capital raising activities. We believe this provides us with valuable insights into the financial markets and investment criteria of institutional and other investors as well as capital raising activities.

Philip Sheibley. Mr. Sheibley has served as a member of the Board of Directors since November 2021. Mr. Sheibley is an experienced executive and venture capitalist. Since 2011, he has served as a principal at Alumni Investment Partners, a private equity firm. From 1981 to 2010, Mr. Sheibley served as a management and technology consultant with Accenture, where he focused on the life sciences area, holding a variety of leadership positions, including North American industry director for life sciences and global lead for management consulting. Mr. Sheibley holds a B.S. in industrial and systems engineering with a business minor from Lehigh University. We believe that Mr. Sheibley is qualified to serve on the Board of Directors because of his extensive business experience in the life sciences area and experience with venture capital investment and consulting, including financing transactions for early-stage and scale-up stage companies, assisting with scale-up strategy/execution, and participating as a board member of companies in the medical products industry.

Carmen Volkart. Ms. Volkart has served as a member of the Board of Directors since December 2019. Since January 2023, she has served as a member of the board of directors of Tactile Systems Technology, Inc., a Nasdaq-listed, medical technology company developing and marketing at-home therapies for people suffering from underserved, chronic conditions. Ms. Volkart served as chief financial officer of Natureworks LLC, an advanced materials company offering a portfolio of renewably-sourced polymers, from October 2018 to September 2023. She served as a member of the board of directors, including as a member of the audit committee, of Antares Pharma, Inc., a Nasdaq-listed, specialty pharmaceutical company, from October 2021 to May 2022, when it was acquired by another Nasdaq-listed company. From October 2012 to July 2018, Ms. Volkart served as chief financial officer and, for a portion of that

time, as senior vice president of commercialization, for NxThera, Inc., a medical device company pioneering the application of convective radiofrequency thermotherapy to treat endourological conditions. She served as global chief financial officer of Tornier N.V. from 2010 to 2012 and was chief operating and financial officer, corporate secretary, compliance officer and treasurer of Spine Wave, Inc. from 2006 to 2010. Prior to 2006, Ms. Volkart held various executive and financial positions at American Medical Systems, Inc., Medtronic, Inc. and Honeywell, Inc. She holds a B.S. in accounting from the University of North Dakota and an MBA with a concentration in strategic management from the University of Minnesota. We believe that Ms. Volkart is qualified to serve on the Board of Directors because of her substantial financial and public company experience, as she has served as chief financial officer at multiple medical device and other companies.

Ellen O’Connor Vos. Ms. Vos has served as a member of the Board of Directors since May 2021 and served as our chief executive officer from August 2021 until February 23, 2022. Ms. Vos has served as a member of VosHealth LLC, a healthcare consultancy firm, since November 2020. Prior to that, she served as the president and chief executive officer of the Muscular Dystrophy Association from October 2017 to November 2020. Previously, Ms. Vos had been chief executive officer of ghg | greyhealth group from 1996 to 2017, and she has been a champion of using digital capabilities to improve the public health. Ms. Vos also serves on the board of OptimizeRX Corporation, a publicly-traded digital health company, and the Jed Foundation, a leading nonprofit dedicated to protecting the emotional health of college students, and was a founding board member of MMRF, a pioneering cancer research foundation. Ms. Vos holds a B.S. in nursing from Alfred University. We believe that Ms. Vos is qualified to serve on the Board of Directors because of her executive experience and extensive executive skills in digital marketing, commercialization and communications in the healthcare industry.

Arrangements for Appointment of Directors and Officers

Pursuant to the Reorganization and Share Exchange Agreement dated as of July 24, 2017, by and among us, Quasuras, Mr. DiPerna and the other stockholders of Quasuras (the “Share Agreement”), until July 24, 2022, the Board of Directors was required to consist of no more than five and no less than two directors, of which (i) Manchester Explorer, had the right to appoint two directors, pursuant to which Manchester Explorer appointed Mr. Frank and Ms. Volkart to the Board, and (ii) Mr. DiPerna, in addition to being our Chairman of the Board, had the right to appoint two additional directors, pursuant to which he appointed Liam Burns, who resigned from the Board in December 2021, and William Febbo, who resigned from the Board of Directors in July 2023. In May 2021, the parties amended the Share Agreement to remove Manchester Explorer’s and Mr. DiPerna’s rights to appoint directors and to increase the maximum allowable size of the Board to seven directors. In addition, the parties agreed that Mr. DiPerna would remain chairman of the Board of Directors until July 2022; provided, that in the event Mr. DiPerna resigns or is otherwise replaced as our chief executive officer (he resigned as chief executive officer in August 2021), Mr. DiPerna shall remain as Chairman of the Board for an additional period of three years.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

To our knowledge, none of our executive officers or our directors has, during the last ten years:

• had any bankruptcy petition filed by or against or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of the person, or any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

• been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

• been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

• been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the “SEC”) or the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

• been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

• been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (the “Exchange Act”)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

To our knowledge, there are no material proceedings to which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of voting securities of us, or any associate of any such director, officer, affiliate of ours, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Corporate Governance

Board Leadership Structure and Role in Risk Oversight

Due to the small size of the Company, we have not adopted a formal policy on whether the chairman and chief executive officer positions should be separate or combined. In this regard, we have not considered whether either structure is appropriate given the Company’s specific characteristics or circumstance, but, rather, in choosing a director to serve as chairperson, the Board of Directors generally endeavors to elect the sitting director that it believes is best suited for the role at the time of such election. Since August 2021, the positions have not been held by the same individual. Mr. DiPerna has served as our chairman since 2017 and previously served as our chief executive officer until August 2021. From time to time, each of the independent directors work with our chief executive officer to perform a variety of functions related to our corporate governance, including coordinating activities of the Board of Directors, setting the agenda for meetings (in consultation with our chairman and chief executive officer, as necessary or appropriate) and ensuring adequate communication between the Board of Directors and management. Our Audit Committee oversees critical matters, such as our relationship with our auditors, our financial reporting practices, system of disclosure controls and procedures and internal controls over financial reporting. Our Compensation Committee oversees our executive compensation program. Our Nominating and Governance Committee carries out the responsibilities delegated by the Board of Directors relating to our director nominations process and develops and assesses the Company’s corporate governance policies and provides oversight for the evaluation of the performance of the Board of Directors. Each of these committees consists entirely of independent directors.

The Board has oversight responsibility for our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate, regarding our assessment of risks. The Board will focus on the most significant risks facing us and our general risk management strategy, and also ensure that risks undertaken by us are consistent with our appetite for risk. While the Board oversees our risk management processes, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that the leadership structure of the Board supports this approach.

Officer and Director Hedging

We have adopted a policy prohibiting our officers and members of the Board of Directors from engaging in short sales of our securities.

Board Committees

The Board has three standing committees, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each committee has a charter, which is available on our website at www.modular-medical.com. Information contained on our website is not incorporated herein by reference. Each of the committees has the composition and responsibilities described below.

Committee Composition

Audit Committee	Compensation Committee	Nominating and Governance Committee
Steven Felsher*	Duane DeSisto*	Philip Sheibley*
Philip Sheibley	Carmen Volkart	Steven Felsher
Carmen Volkart

____________

* Denotes chairperson of committee

Audit Committee

The Board established an audit committee (the “Audit Committee”) for the purpose of overseeing and monitoring our accounting and financial reporting processes, the audits of our financial statements and systems of internal controls regarding finance and accounting, compliance with legal and regulatory requirements, and the independent auditors’ qualifications, independence and performance on behalf of the Board. The Audit Committee also is charged with reviewing any internal control violations under our whistleblower policy. The responsibilities of the Audit Committee are described in the Audit Committee Charter adopted by the Board, a current copy of which can be found on the investors section of our website, www.modular-medical.com, and is summarized below.

The Audit Committee’s primary responsibilities fall into three broad categories:

First, the Audit Committee is charged with monitoring the preparation of quarterly and annual financial reports by the Company’s management, including discussions with management and the Company’s outside auditors about draft annual financial statements and key accounting and reporting matters.

Second, the Audit Committee is responsible for matters concerning the relationship between the Company and its outside auditors, including recommending their appointment or removal; reviewing the scope of their audit services and related fees, as well as any other services being provided to the Company; and determining whether the outside auditors are independent (based in part on the annual letter provided to the Company pursuant to Independence Standards Board Standard No. 1).

Third, the Audit Committee reviews financial reporting, policies, procedures and internal controls of the Company. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee’s charter.

Mr. Felsher serves as the chairperson and has been designated by the Board of Directors as an “audit committee financial expert,” as defined by Item 407(d)(5) of SEC Regulation S-K. That status, however, does not impose duties, liabilities or obligations that are greater than the duties, liabilities or obligations otherwise imposed on Mr. Felsher as a member of the Audit Committee and the Board of Directors. The Board of Directors has determined that each of our Audit Committee members satisfies the “independence” requirements of the Nasdaq listing rules.

The Audit Committee held four meetings during the year ended March 31, 2024.

Compensation Committee

The Board established a compensation committee (the “Compensation Committee”) for the purpose of assisting the Board in the discharge of the Board’s responsibilities with respect to the compensation of the Company’s executive officers. Each of our Compensation Committee members satisfies the “independence” requirements of the Nasdaq listing rules.

The Compensation Committee is, among other things, responsible for reviewing approving and modifying our overall compensation objectives, strategy and policies and benefits and reviewing and making recommendations to the Board regarding the compensation of all of our executive officers and directors and making recommendations to the Board regarding our incentive-based or equity-based compensation plans. The Compensation Committee also has the principal responsibility for the administration of the 2017 Plan. The Compensation Committee may from time to time delegate duties or responsibilities to subcommittees or to one member of the Compensation Committee The responsibilities of the Compensation Committee are more fully described in the Compensation Committee Charter adopted by the Board, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

In considering and determining executive compensation, the Compensation Committee reviews and advises the Board concerning both regional and industry-wide compensation practices and trends in order to assess the adequacy and competitiveness of the Company’s compensation programs for our chief executive officer (the “CEO”) and other executive officers relative to comparable companies in the Company’s industry. The Compensation Committee reviews similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company’s CEO in past years. The Compensation Committee Charter provides that, in determining the long-term incentive component of compensation for the CEO, the Compensation Committee should seek to achieve an appropriate level of risk and reward.

The CEO makes recommendations for equity and non-equity compensation for our other executive officers to be approved by the Compensation Committee. The Compensation Committee reviews these recommendations. The CEO annually reviews the performance of our executive officers (other than himself) and presents his recommendations for proposed salary adjustments, bonuses and equity awards to the Compensation Committee once a year. In its discretion, the Compensation Committee may accept, modify or reject the CEO’s recommendations. The Compensation Committee evaluates the compensation of the CEO on its own without the participation or involvement of the CEO or any other executive officer. Only the Compensation Committee and the Board are authorized to approve the compensation for any named executive officer. Compensation of new executives is based on hiring negotiations between the individuals and the CEO and/or Compensation Committee.

In considering and determining director compensation, the Compensation Committee reviews and make recommendations to the Board regarding the type and amount of compensation to be paid or awarded to Board members, including any consulting, retainer, Board meeting, committee and committee chair fees and equity awards.

The Compensation Committee is authorized to engage compensation consultants and other advisors as it deems appropriate, including to assist in determining or recommending the amount or form of compensation to our executive officers or directors. During the fiscal year ended March 31, 2024, at the request of the Compensation Committee, we engaged San Diego Human Resources Consulting (“SDHRC”), an independent compensation consultancy firm, to provide comparative data from other companies in our industry to assess the cash compensation of our executive officers. SDHRC receives no compensation from us, other than for its work in advising the Compensation Committee, and maintains no other economic relationships with us. SDHRC interacts directly with members of our management only on matters under the Compensation Committee’s oversight. The data provided by SDHRC was considered by the Compensation Committee to recommend increases in the annual salaries of Messrs. DiPerna and Schmid. In April 2024, based upon the recommendation of the Compensation Committee, the Board of Directors authorized the following annual salary increases effective April 1, 2024: Mr. DiPerna — $300,000 to $360,000 and Mr. Schmid — $250,000 to $300,000.

The Compensation Committee held no meetings during the fiscal year ended March 31, 2024.

Nominating and Governance Committee

The Board established a nominating and governance committee (the “Nominating and Governance Committee”) for the purpose of (i) carrying out the responsibilities delegated by the Board relating to our director nominations process, (ii) developing and assessing our corporate governance policies, (iii) reviewing our strategies, activities, and policies regarding environmental, social, and governance, or ESG, matters and (iv) providing oversight for the evaluation of the performance of the Board and its committees. Each of the members of our Nominating and Governance Committee satisfies the “independence” requirements of the Nasdaq listing rules. The responsibilities of the Nominating and Governance Committee are more fully described in the Nominating and Governance Committee Charter adopted by the Board, a current copy of which can be found on the investors section of our website, www.modular-medical.com.

The Nominating and Governance Committee will consider persons recommended by stockholders for inclusion as nominees for election to the Board if submitted in writing in a timely manner addressed and delivered to our secretary at the address of our executive offices. The Nominating and Governance Committee will identify and evaluate nominees for the Board, including nominees recommended by stockholders, based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on the Board. There are no differences in the manner in which the Nominating and Governance Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder.

The Nominating and Governance Committee held one meeting during the fiscal year ended March 31, 2024.

Board Meetings and Attendance; Annual Meeting Attendance

During fiscal 2024, the Board of Directors held two meetings. While they served as a director, each director attended at least 75% of the total number of meetings of the Board of Directors and the committees of which he or she was a member during fiscal 2024. The Board of Directors and each of the committees also acted at times by unanimous written consent, as authorized by our Bylaws and the Nevada General Corporate Law. Members of the Board of Directors are encouraged, but are not required, to attend our annual meetings of shareholders. Two members of the Board of Directors attended the prior year’s annual meeting.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of ours. Directors, executive officers and greater than 10% holders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. Based on our review of Forms 3 and 4 filed during fiscal 2024 (and any written representations to us by such persons), we believe that all directors, executive officers and 10% shareholders complied with all applicable Section 16(a) filing requirements during fiscal 2024, except that in July 2023, Mr. DeSisto failed to timely file a Form 4 to report a restricted stock unit award granted to him upon his joining the Board.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of our employees, executive officers and members of the Board. The Code of Conduct is available on our website at www.modular-medical.com. The Nominating and Governance Committee is responsible for overseeing the Code of Conduct, and the Board, or a designated committee of the Board, must approve any waivers of the Code of Conduct for directors, officers or other principal financial officers. In addition, we intend to post on our website all disclosures that are required by law and Nasdaq rules concerning any amendments to, or waivers from, any provision of the Code of Conduct.

Shareholder Communications with the Board

Shareholders wishing to communicate with the Board, the non-management directors, or with an individual Board member may do so by writing to the Board, to the non-management directors, or to the particular Board member, and mailing the correspondence to: c/o Secretary, Modular Medical, Inc. 10740 Thornmint Road, San Diego, CA 92127. The envelope should indicate that it contains a shareholder communication. All such shareholder communications will be forwarded to the director or directors to whom the communications are addressed.

Director Independence

The Board of Directors has determined that each of Ms. Volkart and Messrs. Felsher, Sheibley, and Desisto is an “Independent Director,” as defined by Nasdaq’s listing rules. The Board of Directors has standing Audit, Compensation and Nominating and Governance Committees, each of which is comprised solely of independent directors in accordance with Nasdaq’s listing rules. No director qualifies as independent unless the Board of Directors affirmatively determines that he or she has no direct or indirect relationship with us that would impair his or her independence. The Board independently reviews the relationship of the Company to any entity employing a director or on whose board of directors such director is serving currently.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by, or paid by us to each of our executive officers (sometimes referred to herein as the “named executive officers”) for fiscal 2024 and 2023.

Name and Principal Position	Year	Salary ($)	Stock Awards ($)	Option Awards ($)(1)	Total ($)
James E. Besser,	2024	—	—	130,480	130,481
Chief Executive Officer(2)	2023	—	—	—	1.00

Paul DiPerna,	2024	300,000	—	182,792	482,792
President, Chief Financial Officer, Treasurer and Chairman	2023	300,000	—	189,413	489,413

Kevin Schmid,	2024	250,000	—	160,510	410,510
Chief Operating Officer(3)	2023	176,121	—	701,945	878,066

____________

(1) Award amounts reflect the aggregate grant date fair value with respect to awards granted, as determined pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 718. The assumptions used to calculate the aggregate grant date fair value of option awards are set forth in the notes to the consolidated financial statements included in item 8 of our Annual Report on Form 10-K, filed with the SEC on June 21, 2024. These amounts do not necessarily reflect actual compensation earned or to be earned by our named executive officers.

(2) Mr. Besser was appointed our chief executive officer in February 2022, and he is paid de minimis annual base salary of $1.00.

(3) Mr. Schmid was appointed our chief operating officer in July 2022 at an annual base salary of $250,000.

Outstanding Equity Awards at Fiscal Year-End

The following table shows certain information regarding outstanding equity awards held by our named executive officers as of March 31, 2024.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date(1)
James E. Besser	135,136	(2)	—	1.11	10/2/2033
Paul DiPerna	1,155	(3)	—	9.48	6/1/2030
	1,169	(4)	—	9.48	5/1/2030
	1,170	(5)	—	9.48	4/1/2030
	1,660	(6)	—	7.44	3/2/2030
	1,745	(7)	—	7.44	2/1/2030
	1,727	(8)	—	7.44	1/1/2030
	1,809	(9)	—	6.75	12/1/2029
	1,811	(10)	—	6.75	11/1/2029
	1,721	(11)	—	6.75	10/1/2029
	1,662	(12)	—	6.75	9/15/2029
	1,666	(13)	—	6.75	8/15/2029
	1,660	(14)	—	6.75	7/15/2029
	1,650	(15)	—	6.75	6/15/2029
	1,677	(16)	—	6.75	5/15/2029
	1,624	(17)	—	6.75	4/15/2029
	1,694	(18)	—	6.75	3/15/2029

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date(1)
	1,641	(19)	—		6.75	2/15/2029
	1,603	(20)	—		6.75	1/15/2029
	1,775	(21)	—		6.75	12/15/2028
	1,775	(22)	—		6.75	11/15/2028
	6,005	(23)	—		1.98	10/15/2028
	6,005	(24)	—		1.98	09/15/2028
	6,005	(25)	—		1.98	08/15/2028
	100,000	(26)	—		6.75	11/25/2029
	28,750	(27)	16,250	(27)	4.24	4/14/2032
	—		50,000	(28)	1.65	4/3/2033
	90,091	(2)	—		1.11	10/2/2033
	—		45,046	(29)	1.11	10/2/2033
Kevin Schmid	97,222	(30)	77,778	(30)	4.24	7/21/2032
	—		100,000	(31)	1.50	4/3/2033
	37,538	(2)	—		1.11	10/2/2033
	—		18,769	(20)	1.11	10/2/2033

____________

(1) The standard option term is ten years, but all of the options expire automatically unless exercised within 90 days after the cessation of service as an employee, director or consultant.

(2) The option was granted on October 2, 2023 and vested on January 19, 2024 upon our 510(k) premarket submission to the FDA for our initial pump product.

(3) The option was granted on June 1, 2020, and vested on the grant date.

(4) The option was granted on May 1, 2020, and vested on the grant date.

(5) The option was granted on April 1, 2020, and vested on the grant date.

(6) The option was granted on March 2, 2020, and vested on the grant date.

(7) The option was granted on February 1, 2020, and vested on the grant date.

(8) The option was granted on January 1, 2020, and vested on the grant date.

(9) The option was granted on December 1, 2019, and vested on the grant date.

(10) The option was granted on November 1, 2019, and vested on the grant date.

(11) The option was granted on October 1, 2019, and vested on the grant date.

(12) The option was granted on September 15, 2019, and vested on the grant date.

(13) The option was granted on August 15, 2019, and vested on the grant date.

(14) The option was granted on July 15, 2019, and vested on the grant date.

(15) The option was granted on June 15, 2019, and vested on the grant date.

(16) The option was granted on May 15, 2019, and vested on the grant date.

(17) The option was granted on April 15, 2019, and vested on the grant date.

(18) The option was granted on March 15, 2019, and vested on the grant date.

(19) The option was granted on February 15, 2019, and vested on the grant date.

(20) The option was granted on January 15, 2019, and vested on the grant date.

(21) The option was granted on December 15, 2018, and vested on the grant date.

(22) The option was granted on November 15, 2018, and vested on the grant date.

(23) The option was granted on October 15, 2018, and vested on the grant date.

(24) The option was granted on September 15, 2018, and vested on the grant date.

(25) The option was granted on August 15, 2018, and vested on the grant date.

(26) The option was granted on November 25, 2019, and vested monthly over three years commencing January 1, 2020.

(27) The option vested with respect to 15,000 of the shares for which it is exercisable on April 14, 2023, the one-year anniversary of the grant date, and vested or vests with respect to the remaining shares monthly beginning May 14, 2023, subject to continued service as an employee, director or consultant.

(28) The option vested with respect to 16,666 of the shares for which it is exercisable on April 3, 2024, the one-year anniversary of the grant date, and vested or vests with respect to the remaining shares monthly beginning May 3, 2024, subject to continued service as an employee, director or consultant.

(29) The option was granted on October 2, 2023, vesting on the date that the Company receives notification of FDA clearance of the 510(k) premarket submission, if received on or before August 1, 2024, subject to continued service as an employee, director or consultant. As the vesting requirement was not met, the option terminated in August 2024.

(30) The option vested with respect to 25,926 of the shares for which it is exercisable on July 21, 2023, the one-year anniversary of the grant date, and vests with respect to the remaining shares monthly beginning August 21, 2023, subject to continued service as an employee, director or consultant.

(31) The option vested with respect to 33,333 of the shares for which it is exercisable on April 3, 2024, the one-year anniversary of the grant date, and vested or vests with respect to the remaining shares monthly beginning May 3, 2024, subject to continued service as an employee, director or consultant.

Securities Authorized for Issuance under Equity Incentive Plans

The following table shows the number of securities to be issued upon exercise or vesting of outstanding equity awards under the 2017 Plan as of March 31, 2024 (the Company had no equity incentive plans other than the 2017 Plan as of such date).

Equity Compensation Plan Information
	Number of securities to be issued upon exercise of outstanding options (a)	Weighted- average exercise price of outstanding options (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans not approved by security holders	3,689,341	$	3.70	3,648,651

The DiPerna Employment and Related Agreements

We entered into an employment agreement dated as of August 1, 2018, as amended as of May 12, 2020 and July 1, 2020, with Mr. DiPerna pursuant to which Mr. DiPerna is employed by us as our president. Mr. DiPerna’s employment agreement, as amended, had an initial two-year term and automatically renews for additional one-year terms, unless either party terminates the employment agreement by written notice to the other at least 90 days before the end of the then-current term. Such agreement, as amended, provides that we will pay Mr. DiPerna an annual cash salary of $300,000 (“base compensation”) as follows: (i) a cash salary of $200,000; and (ii) deferred salary of $100,000 per year, payment of which shall initially be deferred and accrue for his benefit until the Company has received $5,000,000 of cumulative gross proceeds from its financing activities initiated in calendar year 2020. The agreement, as amended, provides that the cumulative amount of the Deferred Salary shall be paid to Mr. DiPerna in the first payroll after achievement of $5,000,000 of financing gross proceeds, after which the salary deferrals will cease and Mr. DiPerna’s $300,000 base compensation will be paid entirely in cash; the salary deferrals ceased and the Company paid such deferred salary to Mr. DiPerna in May 2021. The agreement as amended also provides that Mr. DiPerna shall receive an annual bonus of $300,000, payable at the discretion of the Board of Directors, either in shares of our common stock, options to purchase shares of our common stock, or in cash. If the Board chooses to pay the bonus in shares, such shares will be valued at a price determined by the Board of Directors. If the Board chooses to pay the bonus in shares of our common stock or options to purchase common stock, the Company must reimburse Mr. DiPerna for all federal, state and local tax obligations he incurs as a result of such issuance. Pursuant to such employment agreement (i) if we terminate Mr. DiPerna’s employment without Cause or he resigns with Good Reason, each as defined in the agreement, we will be required to pay Mr. DiPerna a lump sum in the amount equal to his base compensation (that is, $300,000), (ii) if we terminate Mr. DiPerna’s employment for Cause or he resigns other than for Good Reason, we are not obligated to make any severance payment and Mr. DiPerna will be entitled to receive only his base compensation through the last day of his

employment, and (iii) upon Mr. DiPerna’s death or Disability (as defined in the agreement), he will be entitled to receive his base compensation through the last day of his employment and will remain eligible for all applicable benefits relative to death or disability pursuant to any plans that we have in place at such time. In addition, the employment agreement, as amended, provides that if Mr. DiPerna is removed as Chief Executive Officer or Chairman of the Board as a result of a merger of the Company, the sale or all or substantially all of its assets, the acquisition by a person or related “group” of persons of 50% or more of the voting power, or certain other events commonly constituting a “change of control” (as set forth in the employment agreement) (such event and termination, together, a “Change in Control,” then:

• within 60 days of the date the Change in Control occurs, Mr. DiPerna shall be paid by us or our successor in interest a lump sum cash payment equal to his then annual base compensation; and

• immediately prior to such Change of Control, any unvested stock options or other unvested securities of ours issued to Mr. DiPerna shall automatically accelerate and immediately become fully vested and exercisable.

If a Change of Control had occurred on March 31, 2024, under his employment agreement, Mr. DiPerna would have been entitled to the following:

• payment of a lump sum of $300,000 within 60 days thereof; and

• accelerated vesting of options to purchase 111,296 shares of common stock. The value of the shares subject to accelerated vesting is calculated as the intrinsic value per share multiplied by the number of shares that would become fully vested upon a Change of Control. The intrinsic value per share would be calculated as the excess of the closing price of the common stock of $1.85 on the Nasdaq Capital Market on March 28, 2024 over the exercise price of the option. As of March 31, 2024, the intrinsic value of the shares subject to accelerated vesting was approximately $67,000.

In connection with our acquisition of Quasuras, we entered into an Intellectual Property Transfer Agreement dated as of July 24, 2017, with Quasuras and Mr. DiPerna, pursuant to which Mr. DiPerna transferred to us all intellectual property rights owned directly and/or indirectly by him related to our business. Separately, we agreed to pay Mr. DiPerna, as part of his compensation for services to be performed for us, pursuant to a royalty agreement, certain fees based upon future sales, if any, of our products subject to a maximum $10,000,000 cap on the aggregate amount of fees that Mr. DiPerna could earn from such arrangement. As there have been no such sales to date, we have not made any payments to Mr. DiPerna under the royalty agreement.

The Schmid Offer Letter

Pursuant to his offer letter from the Company to serve as its Chief Operating Officer, dated July 13, 2022 (the “Offer Letter”), Mr. Schmid receives an annual base salary of $250,000. Additionally, he is eligible for an annual discretionary target incentive bonus of up to 50% of his annual base salary. In connection with his appointment, Mr. Schmid was granted an option to purchase 175,000 shares of our common stock. The stock option vests over a three-year period with the option vesting with respect to one-third of the shares subject to the stock option on the one-year anniversary of the grant date and the remaining shares vesting monthly thereafter, subject to Mr. Schmid’s continuous service with us. In the event of termination of his employment by us other than for Cause or by Mr. Schmid other than for Good Reason (each as defined in the Offer Letter), Mr. Schmid will receive a lump-sum severance payment in an amount equal to six months of his then-current annual base salary and reimbursement of the full premium amount (less withholding taxes) charged under the Consolidated Omnibus Budget Reconciliation Act for continuation of the group health insurance in effect for him and his participating dependents, for a period of six months following the termination of his employment, subject to earlier termination of reimbursement as of the effective date that he receives coverage under a group health insurance plan of another employer.

Pay Versus Performance

The following table provides information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) and certain financial performance of the Company for the fiscal years listed below.

Fiscal Year	Summary compensation table total for PEO(1) ($)	Compensation actually paid to PEO(2) ($)	Average summary compensation table total for non-PEO NEOs(3) ($)	Average compensation actually paid to non-PEO NEOs(4) ($)	Value of initial fixed $100 investment based on total shareholder return (“TSR”)(5) ($)		Net loss ($)
2024	130,480	420,388	446,651	466,267	(9.09	)		17,470,489
2023	—	—	683,745	125,426	18.73		$	13,878,936

____________

(1) Represents the amounts of total compensation reported for our PEO during each corresponding year in the “Total” column of the Summary Compensation Table above. Mr. Besser is paid de minimis annual compensation of $1.00.

(2) Represents the amount of “compensation actually paid” to our PEO as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments:

Fiscal Year	Summary compensation table total for PEO ($)	Reported value of equity awards for PEO ($)	Fair value as of year-end for awards granted during the year ($)	Fair value year- over-year increase or decrease in unvested awards granted in prior years ($)	Fair value of awards granted and vested during the year ($)	Fair value increase or decrease from prior year end for awards that vested during the year ($)	Compensation actually paid to PEO ($)
2024	130,480	130,480	205,696	—	214,692	—	420,388
2023	—	—	—	—	—	—	—

(3) Represents the average of the amounts reported for our NEOs as a group (excluding our PEO) in each applicable year in the “Total” column of the Summary Compensation Table above. For fiscal years 2023 and 2024, this includes Paul DiPerna and Kevin Schmid (the “Non-PEO NEOs”).

(4) Represents the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year:

Fiscal Year	Average summary compensation table total for Non-PEO NEOs ($)	Reported value of equity awards for NEOs ($)		Fair value as of year-end for awards granted during the year ($)	Fair value year-over- year increase or decrease in unvested awards granted in prior years ($)		Fair value of awards granted and vested during the year ($)	Fair value increase or decrease from prior year end for awards that vested during the year ($)		Average compensation actually paid to Non-PEO NEOs ($)
2024	446,651	(171,651	)	242,159	(31,700	)	93,526	(112,718	)	466,267
2023	683,745	(445,684	)	157,589	(288,095	)	60,525	(42,654	)	125,426

(5) TSR is cumulative for the measurement periods beginning on March 31, 2022 and ending on March 31 of each of 2023 and 2024, respectively, calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the end of the measurement period. No dividends were paid in fiscal 2024 or 2023.

(6) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable years.

The illustrations below provide an additional graphical description of CAP compared to both our cumulative TSR and our net loss. As the illustrations show, the compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs during fiscal 2023 and 2024 presented are not directly correlated with TSR. We do utilize several performance measures to align executive compensation with our performance, but those tend not to be financial performance measures, such as TSR. Compensation actually paid is influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share-price volatility during the fiscal year, our mix of performance metrics and other factors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the Record Date concerning the ownership of our common stock by:

• each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock (currently our only class of voting securities);

• each of our directors;

• each of our executive officers; and

• all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act, and includes all shares over which the beneficial owner exercises voting or investment power. Shares that are issuable upon the exercise of options, warrants and other rights to acquire common stock that are presently exercisable or exercisable within 60 days of the Record Date are reflected in a separate column in the table below. These shares are taken into account in the calculation of the total number of shares beneficially owned by a particular holder and the total number of shares outstanding for the purpose of calculating percentage ownership of the particular holder. We have relied on information supplied by our officers, directors and certain stockholders and on information contained in filings with the SEC. Except as otherwise indicated, and subject to community property laws where applicable, we believe, based on information provided by these persons, that the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based on 40,665,220 shares of common stock outstanding on the Record Date.

Unless otherwise stated, the business address of each of our directors and executive officers listed in the table is 10740 Thornmint Road, San Diego, California 92127.

Name and principal position	Number of Shares Beneficially Owned (Excluding Outstanding Equity Awards and Warrants)		Number of Shares Issuable on Exercise of Outstanding Equity Awards and Warrants(1)	Percent of Class
JEB Partners, L.P.	330,473	(2)	—	*
Manchester Explorer, LP	3,284,743	(2)	653,511	9.53
Manchester Management Company, LLC	3,615,216	(2)	653,511	10.33
Solas Capital Management, LLC	1,881,095	(3)	462,823	5.70
683 Capital Management, LLC	1,570,000	(4)	641,199	5.35
Sio Capital Management, LLC	689,352	(5)	2,786,516	8.00
Directors and Officers:
James Besser	3,780,966	(2)	788,647	11.02
Paul DiPerna	2,553,586	(6)	410,107	7.22
Kevin Schmid	—		276,121	*
Duane DeSisto	139,989		—	*
Steven Felsher	128,427

Name	Fees earned or paid in cash ($)	Stock awards ($)(1)(2)(3)	Option awards ($)(2)(4)	Total ($)
Duane DeSisto	22,170	239,603	—	261,773
William Febbo(5)	7,500	2,328	—	9,828
Steven Felsher	—	4,377	36,312	40,689
Morgan Frank	—	—	45,390	45,390
Philip Sheibley	30,000	14,550	—	60,795
Carmen Volkart	—	3,658	36,312	39,970
Ellen O’Connor Vos	25,000	—	36,312	42,562