Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
Modular Medical, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
60785L108 (CUSIP Number) |
James E. Besser c/o Manchester Management Company, LLC, 2 Calle Candina, #1701 San Juan, PR, 00907 (617) 399-1741 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 60785L108 |
| 1 |
Name of reporting person
Manchester Management Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,049,975.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 60785L108 |
| 1 |
Name of reporting person
Manchester Explorer, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of org
anization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,719,502.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) The Reporting Person currently holds 653,511 warrants as disclosed in Table II of the Form 4 filed by the Reporting Person on February 17, 2022, which is incorporated herein by reference. Additionally, the Reporting Person currently holds 260,416 warrants.
SCHEDULE 13D
|
| CUSIP No. | 60785L108 |
| 1 |
Name of reporting person
Manchester Management PR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PUERTO RICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,049,975.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 60785L108 |
| 1 |
Name of reporting person
James E. Besser | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,685,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) As a result of options granted to the Reporting Person, the Reporting Person currently has aggregate options to purchase a total of 135,136 shares of the Issuer. Additionally, the Reporting Person currently holds 78,125 warrants.
SCHEDULE 13D
|
| CUSIP No. | 60785L108 |
| 1 |
Name of reporting person
Morgan C. Frank | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,121,936.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) As a result of options granted to the Reporting Person, the Reporting Person currently has aggregate options to purchase a total of 196,208 shares of the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 60785L108 |
| 1 |
Name of reporting person
JEB Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
330,473.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Modular Medical, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
10740 Thornmint Road, San Diego,
CALIFORNIA
, 92127. | |
Item 1 Comment:
The name of the issuer is Modular Medical, Inc., a Nevada corporation (the "Issuer"). The address of the Issuer's principal executive offices is 10470 Thornmint Road, San Diego, California 92127. This Schedule 13D relates to the Issuer's Common Stock, par value $0.001 per share (the "Shares"). | ||
| Item 2. | Identity and Background | |
| (a) | (a), (f) This Schedule 13D is being filed jointly by Manchester Management PR, LLC, a Puerto Rican limited liability company ("Manchester"), Manchester Explorer, L.P., a Delaware limited partnership (the "Explorer"), JEB Partners, L.P., a Delaware limited partnership (the "Jeb Partners"), Manchester Management Company, LLC, a Delaware limited liability company (the "GP"), James E. Besser ("Besser"), a United States citizen and Morgan C. Frank ("Frank"), a United States citizen (collectively, the "Reporting Persons"). | |
| (b) | The principal business address for each of the Reporting Persons is 2 Calle Candina, #1701, San Juan, Puerto Rico, 00907. | |
| (c) | Besser is the managing member of Manchester and the GP and Frank serves as a portfolio manager and as a consultant for Explorer. The principal business of Manchester is serving as an investment adviser to its clients. The principal business of the GP is serving as the general partner to certain private funds. Manchester is the investment manager to Explorer and Jeb Partners and the GP is the general partner of Explorer and Jeb Partners. The principal business of each of Explorer and Jeb Partners is purchasing, holding and selling securities for investment purposes. | |
| (d) | (d), (e), During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The funds for the purchase of the Shares for each of Besser and Frank came from their personal funds (including compensation from their roles with the Issuer, to the extent applicable) and from the working capital of Explorer and Jeb Partners, over which the Reporting Persons, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. | ||
| Item 4. | Purpose of Transaction | |
There have been no material changes to Item 4 of the Schedule 13D/A filed by the Reporting Persons on February 28, 2022. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Besser:As of the date hereof, Besser may be deemed to be the beneficial owner of 5,685,236 Shares, constituting 10.5% of the Shares*.Besser has the sole power to vote or direct the vote of 635,261 Shares; has the shared power to vote or direct the vote of 5,049,975 Shares; has the sole power to dispose or direct the disposition of 635,261 Shares; and has the shared power to dispose or direct the disposition of 5,049,975 Shares.Frank:As of the date hereof, Frank may be deemed to be the beneficial owner of 5,121,936 Shares, constituting 9.4% of the Shares*.Frank has the sole power to vote or direct the vote of 402,434 Shares; has the shared power to vote or direct the vote of 4,719,502 Shares; has the sole power to dispose or direct the disposition of 402,434 Shares; and has the shared power to dispose or direct the disposition of 4,719,502 Shares.Manchester and GP:As of the date hereof, Manchester and the GP may be deemed to be the beneficial owner of 5,049,975 Shares, constituting 9.3% of the Shares*.Manchester and the GP have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 5,049,975 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 5,049,975 Shares.Explorer:As of the date hereof, Explorer may be deemed to be the beneficial owner of 4,719,502 Shares, constituting 8.7% of the Shares*.Explorer has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,719,502 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 4,719,502 Shares.Jeb Partners:As of the date hereof, Jeb Partners may be deemed to be the beneficial owner of 330,473 Shares, constituting 0.6% of the Shares*.Jeb Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 330,473 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 330,473 Shares.The transactions by the Reporting Persons in the Shares are set forth in Exhibit B.*The outstanding Shares figure is comprised of two components: (i) 40,665,220 Shares outstanding as reported in the Issuer's 10-Q filed by the Issuer on February 13, 2025; (ii) 12,495,312 Shares issued pursuant to the Issuer's private placement for Shares; and (iii) Shares of the Issuer that certain Reporting Persons may acquire on conversion, exercise or exchange of certain derivative securities of the Issuer as listed in the applicable Reporting Person's ownership schedule. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On March 20, 2025, certain of the Reporting Persons and the Issuer entered into a transaction whereby certain of the Reporting Persons would purchase units (the "March Units"). Each March Unit is comprised of two Shares and one warrant to purchase one Share. It is anticipated that the warrants will become exercisable on or about March 25, 2025. Otherwise, there have been no changes to Item 6 of the disclosure in the Schedule 13D/A filed by the Reporting Persons on February 17, 2022. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing AgreementExhibit B: Schedule of Transactions in Shares | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). |