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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event Reported): October 23, 2026

 

MODULAR MEDICAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

001-41277

(Commission File Number)

 

Nevada   87-0620495
(State or Other Jurisdiction
of Incorporation)
  (I.R.S. Employer
Identification Number)

 

10740 Thornmint Road

San Diego, California 92127

(Address of principal executive offices, with zip code)

 

(858) 800-3500

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   MODD   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 26, 2026, Duane DeSisto resigned from the board of directors of Modular Medical, Inc. (the “Company”), effective immediately. Mr. DeSisto’s resignation was not due to a disagreement with the Company on any matter relating to its operations, policies or practices.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On October 23, 2026, the Company held its fiscal 2027 annual meeting of shareholders (the “Annual Meeting”), and a quorum for the transaction of business was present in person virtually or represented by proxy, which represented approximately 65% of the Company’s outstanding shares of common stock entitled to vote at the Annual Meeting. The Company’s shareholders voted on four proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 1, 2026.

 

Summarized below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.

 

● Proposal 1 - Election of directors to serve until the next annual meeting of shareholders.

 

   For   Against   Abstention/
Withheld
   Broker
Non-Vote
 
James E. Besser   2,541,820    576,703    7,629    3,072,192 
Paul DiPerna   2,616,628    501,895    7,629    3,072,192 
Duane DeSisto   3,091,438    27,118    7,596    3,072,192 
Steven Felsher   2,650,279    468,245    7,628    3,072,192 
Philip Sheibley   2,648,731    469,793    7,628    3,072,192 
Ellen O’Connor Vos   2,053,232    1,065,190    7,730    3,072,192 

 

All of the foregoing candidates were elected to serve as directors until the next annual meeting of shareholders and until the election and qualification of her or his successor or earlier resignation or removal. Following the election, Mr. DeSisto resigned from the board of directors, effective immediately.

 

● Proposal 2 - Amendment of the Amended and Restated 2017 Equity Incentive Plan (as amended from time to time) to increase the number of shares available for issuance by 2,500,000 shares.

 

For  Against  Abstain  Broker Non-Vote
2,294,200  811,943  20,009  3,072,192

 

The foregoing proposal was approved.

  

● Proposal 3 - Ratification of the audit committee’s appointment of Farber Hass Hurley LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027.

 

For  Against  Abstain  Broker Non-Vote
6,171,976  15,512  10,856  -

 

 

The foregoing proposal was approved.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MODULAR MEDICAL, INC.
   
Date: October 28, 2026 By: /s/ James Besser
    James Besser
Chief Executive Officer

 

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