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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