ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Modular Medical, Inc. [ MODD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	03/20/2025		P		520,832	A	$1.92⁽¹⁾	3,805,575	I	See footnote⁽²⁾
Common Stock, par value $0.001 per share	03/20/2025		P		156,250	A	$1.92⁽³⁾	422,000	D⁽⁴⁾
Common Stock, par value $0.001 per share								330,473	I	See footnote⁽⁵⁾
Common Stock, par value $0.001 per share								206,226	D⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$1.12	03/20/2025		A		260,416		03/25/2025⁽¹⁾	03/25/2029	Common Stock, par value $0.001 per share	260,416	$1.12⁽¹⁾	260,416	I	See footnote⁽²⁾
Common Stock Purchase Warrant	$1.12	03/20/2025		A		78,125		03/25/2025⁽³⁾	03/25/2029	Common Stock, par value $0.001 per share	78,125	$1.12⁽³⁾	78,125	D⁽⁴⁾
Option to purchase common stock⁽⁷⁾	$1.39							12/31/2024	12/31/2034	Common Stock, par value $0.001 per share	9,375		9,375	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$1.56							06/30/2024	06/30/2034	Common Stock, par value $0.001 per share	9,375		9,375	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$1.95							03/31/2024	03/31/2034	Common Stock, par value $0.001 per share	9,375		9,375	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$1.78							12/29/2023	12/29/2033	Common Stock, par value $0.001 per share	9,375		9,375	D⁽⁶⁾
Option to purchase common stock	$1.11							⁽⁸⁾	10/02/2033	Common Stock, par value $0.001 per share	135,136		135,136	D⁽⁴⁾
Option to purchase common stock⁽⁷⁾	$1.16							09/30/2023	09/30/2033	Common Stock, par value $0.001 per share	9,375		9,375	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$0.93							06/30/2023	06/30/2033	Common Stock, par value $0.001 per share	9,375		9,375	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$1.44							03/31/2023	03/31/2033	Common Stock, par value $0.001 per share	9,375		9,375	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$2.14							12/31/2022	12/31/2032	Common Stock, par value $0.001 per share	1,875		1,875	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$2.14							12/31/2022	12/31/2032	Common Stock, par value $0.001 per share	7,500		7,500	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$4.34							09/30/2022	09/30/2032	Common Stock, par value $0.001 per share	1,875		1,875	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$4.34							09/30/2022	09/30/2032	Common Stock, par value $0.001 per share	7,500		7,500	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$5.16							06/30/2022	06/30/2032	Common Stock, par value $0.001 per share	3,634		3,634	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$5.16							07/19/2022	07/19/2032	Common Stock, par value $0.001 per share	7,500		7,500	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$4.18							03/31/2022	03/31/2032	Common Stock, par value $0.001 per share	4,486		4,486	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$4.18							03/31/2022	03/31/2032	Common Stock, par value $0.001 per share	17,943		17,943	D⁽⁶⁾
Common Stock Purchase Warrant	$6.6							02/14/2022	02/14/2027	Common Stock, par value $0.001 per share	234,274		234,274	I	See footnote⁽²⁾
Common Stock Purchase Warrant	$6.6							02/10/2022	02/10/2027	Common Stock, par value $0.001 per share	300,000		300,000	I	See footnote⁽²⁾
Common Stock Purchase Warrant	$8.61							02/06/2022	02/06/2027	Common Stock, par value $0.001 per share	119,237		119,237	I	See footnote⁽²⁾
Option to purchase common stock⁽⁷⁾	$7.51							12/31/2021	12/31/2031	Common Stock, par value $0.001 per share	9,987		9,987	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$7.51							12/31/2021	12/31/2031	Common Stock, par value $0.001 per share	2,497		2,497	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$2.98							09/30/2021	09/30/2031	Common Stock, par value $0.001 per share	8,389⁽⁹⁾		8,389⁽⁹⁾	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$2.98							09/30/2021	09/30/2031	Common Stock, par value $0.001 per share	2,097⁽⁹⁾		2,097⁽⁹⁾	D⁽⁶⁾
Option to purchase common stock⁽⁷⁾	$5.9							06/30/2021	06/30/2031	Common Stock, par value $0.001 per share	5,297⁽⁹⁾		5,297⁽⁹⁾	D⁽⁶⁾
Option to purchase common stock	$2.87							01/01/2020	05/12/2030	Common Stock, par value $0.001 per share	50,000⁽⁹⁾		50,000⁽⁹⁾	D⁽⁶⁾

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		Director by Deputization

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Director by Deputization

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

FRANK MORGAN C.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Director by Deputization

1. Name and Address of Reporting Person^*

JEB Partners, L.P.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Director by Deputization

Explanation of Responses:

1. Manchester Explorer, L.P. ("Explorer") acquired 260,416 units consisting of two shares of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share. It is anticipated that the warrants will become exercisable on or about March 25, 2025.

2. The reported securities are owned directly by Explorer and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) and James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. James E. Besser acquired 78,125 units consisting of two shares of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share. It is anticipated that the warrants will become exercisable on or about March 25, 2025.

4. The reported securities are directly owned by James E. Besser in his personal capacity.

5. The reported securities are owned directly by JEB Partners and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

6. The reported securities are directly owned by Morgan C. Frank in his personal capacity.

7. The options were granted to the Reporting Person in accordance with the Issuer's Outside Director Compensation Plan, and the options were fully vested and exercisable on the grant date.

8. This option has vested since (i) all verification and validation testing for the Registrant's initial pump product was completed by December 31, 2023 and (ii) the 510(K) premarket submission to the U.S. Food and Drug Administration ("FDA") for the Registrant's initial pump product was completed by January 31, 2024.

9. These Shares reflect a 3 for 1 reverse stock split effective November 26, 2021.

Remarks:

File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

	Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member	03/24/2025
	Manchester Management Company PR, LLC By: /s/ James E. Besser, Managing Member	03/24/2025
	James E. Besser By: /s/ James E. Besser	03/24/2025
	Morgan C. Frank, By: /s/ Morgan C. Frank	03/24/2025
	Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner	03/24/2025
	JEB Partners, L.P. By: /s/ James E. Besser, Managing Member of the General Partner	03/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.