Modular Medical Inc美股招股说明书(2025-12-09版)

may be changed. A registration statement relating to the securities has been filed with the Securities and ExchangeCommission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sellnor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated December 9, 2025 Shares of Common Stock orWarrants to Purchase Two Shares of Common StockUp toShares of Common Stock Underlying the Warrants We are offering shares of common stock of Modular Medical, Inc. (the “Company,” “Modular Medical,” “we,” “our” or “us”), parvalue $0.001 per share, which we refer to as the “common stock,” and warrant (each, a “warrant”) to purchase share of our commonstock. Each two shares of common stock are being offered and sold together with an accompanying warrant at a combined offering at aprice of $ . We do not intend to apply for listing of the warrants on any national securities exchange. The shares of our common stock and theaccompanying warrants are immediately separable and will be issued separately, but can only be purchased together in this offering.The warrants are exercisable immediately, will expire five years from the date of issuance and have an exercise price of $ per share.This offering also includes the shares of common stock issuable from time to time upon exercise of the warrants. The warrants will beissued in book-entry form pursuant to a warrant agency agreement between us and Colonial Stock Transfer Company, Inc. as warrantagent (the “Warrant Agent”). Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “MODD.” On December 8, 2025, the lastreported sale price of our common stock was $0.4421 per share. The combined public offering price per two shares of common stockand accompanying warrant will be determined at the time of pricing and may be at a discount to the current market price. The recentmarket price used throughout this prospectus supplement may not be indicative of the final offering price. There is no establishedtrading market for the warrants, and we do not expect a market to develop. As of December 8, 2024, the aggregate market value worldwide of our outstanding voting and non-voting common equity held bynon-affiliates, as calculated pursuant to the rules of the Securities and Exchange Commission, was approximately $37,415,544, basedon 55,844,096 shares of common stock outstanding held by non-affiliates at a per common share price of $0.67 based on the closingsale price of our common shares on the Nasdaq Capital Market on October 9, 2025. During the prior 12 calendar month period thatends on and includes the date hereof, we have sold securities of $1,974,198 pursuant to General Instruction I.B.6 to Form S-3. Public offering price (1)The underwriter will receive compensation in addition to the underwriting discount. See “Underwriting” beginning on page S-15.(2)The amount of offering proceeds to us presented in this table does not give effect to any exercise of the: (i) over-allotment Optionwe have granted to the underwriter as described below and (ii) the underwriter’s warrants being issued to the underwriters asdescribed below. We have granted the underwriter an option for a period of 30 days from the date of this prospectus supplement to purchase up to anadditional shares of common stock and up to an additional warrants to cover overallotments at the public offering price, lessunderwriting discounts and commissions. The over-allotment Option may be elected with respect to, at the Underwriter’s solediscretion, Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof. Ifthe underwriter exercises its option in full, the total underwriting discounts and commissions payable by us will be $ , and the totalproceeds to us, before expenses, will be $ . Investing in our securities involves a high degree of risk. See “Risk Factors,” beginning on page S-7. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Delivery of the securities offered hereby is expected to be made on or about December [], 2025, subject to satisfaction of certaincustomary closing conditions. Sole Book-Running Manager Newbridge Securities Corporation The date of this prospectus supplement is, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-5RISK FACTORSS-7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-11DIVIDEND POLICYS-12DILUTIONS-13DESCRIPTION OF SECURITIES WE ARE OFFERINGS-14UNDERWRITINGS-15LEGAL MATTERSS-18EXPERTSS-18INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-18