2024 Q4 - Annual Report

FORM10-K (MarkOne) ☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Forthe fiscal year ended:March 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Forthe transition period fromto Commissionfile number:001-41277 MODULARMEDICAL, INC.(Exactname of registrant as specified in its charter) Nevada87-0620495(State or Other Jurisdiction of(I.R.S. Employer Incorporation or Organization)Identification No.) 10470 Thornmint Road, San Diego, California92127(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(858) 800-3500 Securitiesregistered pursuant to Section 12(b) of the Act: Securitiesregistered pursuant to Section 12(g) of the Act: (Titleof class) Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicateby check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeActof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrantwas required to submit such files). Yes☒No☐ Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicateby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicateby check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Theaggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant, based on the closingpriceof the shares of common stock on the Nasdaq Stock Market on September 29, 2023 was $17,971,555. The number of shares of the registrant’s common stock outstanding,par value $0.001 per share, as of June 17, 2024, was 32,536,700. ANNUALREPORT ON FORM 10-KFOR THE YEAR ENDED MARCH 31, 2024 TABLEOF CONTENTS PartIItem 1.Business1Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments36Item 1CCybersecurity36Item 2.Properties36Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36 Item 5.Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities37Item 6.Reserved38Item 7.Management’s Discussionand Analysis of Financial Condition and Results of Operations38Item 7A.Quantitative and QualitativeDisclosures about Market Risk42Item 8.Financial Statementsand Supplementary DataF-1Item 9.Changes in and Disagreementswith Accountants on Accounting and Financial Disclosure43Item 9A.Controls and Procedures43Item 9B.Other Information44Item 9C.Disclosure RegardingForeign Jurisdictions that Prevent Inspections44 Item 10.Directors, ExecutiveOfficers and Corporate Governance45Item 11.Executive Compensation51Item 12.Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters56Item 13.Certain Relationshipsand Related Transactions, and Director Independence58Item 14.Principal AccountantFees and Services58 Item 15.Exhibits59Item 16.Form 10K Summary60Signatures61 FORWARD-LOOKINGSTATEMENTS ThisAnnual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Sect