Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Chief Executive Officer
On February 23, 2022, Ellen O'Connor Vos informed the board of directors (the
"Board") of Modular Medical, Inc. (the "Company") that she was resigning from
her position as Chief Executive Officer of the Company, effective immediately
(the "Resignation"). In connection with the Resignation, the Company and Ms. Vos
entered into a Severance and Release Agreement dated February 23, 2022 (the
"Separation Agreement"). Pursuant to the Separation Agreement, Ms. Vos will
receive separation payments in an aggregate gross amount of $375,000. Under the
terms of the Separation Agreement, the vesting of an option to purchase 362,452
shares of the Company's common stock, which was granted to Ms. Vos on August 11,
2021 will cease on May 24, 2022 and the remaining unvested shares will be
forfeited. The Separation Agreement also contains confidentiality and
non-disparagement covenants and a release of claims by Ms. Vos. Ms. Vos will
continue to serve as a member of the Board.
The foregoing is only a summary description of the terms of the Separation
Agreement and does not purport to be complete and is qualified in its entirety
by reference to the Separation Agreement, which will be filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year ending March 31,
2022.
Appointment of Chief Executive Officer
On February 23, 2022, in connection with the Resignation, the Board appointed
Mr. James Besser, 46, as the Company's Chief Executive Officer (the
"Appointment").
James "Jeb" Besser combines over 25 years of experience in alternative
investments, strategic advisory, corporate strategy and corporate governance.
Since 1999, he has been a Managing Member at Manchester Management Company, LLC
("Manchester"), an investment management firm. James Besser is also currently a
director of River Stone Biotech, a development stage specialty bioprocessing
company. He has an undergraduate degree from Brown University.
Family Relationships
Mr. Besser does not have a family relationship with any of the current officers
or directors of the Company.
Related Party Transactions
Manchester, as the general partner of Manchester Explorer, L.P. ("Explorer"),
combined with the holdings of its affiliates, JEB Partners LP, Mr. Besser and
Morgan Frank, owns approximately 25% of the Company's outstanding shares of
common stock. Mr. Frank is one of our directors and serves as the portfolio
manager of Explorer and as a managing member of Manchester.
In October 2021, the Company issued a secured promissory note (the "Bridge
Note") to Explorer that provided the Company with a $3,000,000 revolving credit
facility with all amounts being drawn down by the Company thereunder being due
and payable, subject to acceleration in the event of a default, on March 15,
2022. Interest at the rate of 12% was payable on each amount drawn down without
regard to the draw-down date or the date when interest is paid. During the
period from October 2021 to February 2022, the Company made draws of $2,100,000
on the Bridge Note, and the Company repaid to Explorer the draws and accrued
interest in the amount of of $2,352,000 in February 2022.
On April 30, 2021, the Company issued a convertible promissory note (the
"Convertible Note") in the amount of $1,026,630 to Explorer. On February 14,
2022, in accordance with the terms of the Convertible Note, principal and
accrued interest of $1,124,511 for the Convertible Note was converted into
234,274 shares of the Company's common stock. In addition, in connection with
the conversion, Explorer received a five-year warrant to purchase 234,274 shares
of the Company's common stock at a price of $6.60 per share.
Compensatory Arrangements
As compensation for his services as Chief Executive Officer, Mr. Besser shall be
paid de minimis compensation of $1.00 per year.
Item 8.01. Other Events.
On February 24, 2022, the Company issued a press release announcing the
Appointment. A copy of the press release is filed hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Press Release dated February 24, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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