Stockholders’ Equity

9 Months Ended

Dec. 31, 2025

NOTE 4 – STOCKHOLDERS’ EQUITY

ATM Offering

In November 2023, the Company entered into a Sales Agreement (the “ATM Agreement”) with Leerink Partners LLC (“Leerink”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, for aggregate gross proceeds of up to $6,500,000 through an “at the market offering” program under which Leerink will act as sales agent or principal. The ATM Agreement provides that Leerink will be entitled to compensation for its services equal to 3.0% of the gross proceeds from sales of any shares of common stock under the ATM Agreement. The Company has no obligation to sell any shares under the ATM Agreement and may, at any time, suspend solicitation and offers under the ATM Agreement. During the three and nine months ended December 31, 2025, under the ATM Agreement, the Company sold 1,870,903 and 2,880,103 shares of common stock for net proceeds of $1,148,107 and $1,881,893, respectively.

Public Offering

On December 10, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation (“Newbridge”), relating to a firm commitment underwritten offering (the “Offering”) of (i) 12,173,000 shares of the Company’s common stock, referred to as the “Firm Shares,” and (ii) accompanying warrants exercisable to purchase up to 6,086,500 shares of the Company’s common stock (the “Warrants”), referred to as the “Firm Warrants.” The Offering closed on December 11, 2025 (the “Closing Date”), and the net proceeds to the Company from the Offering were approximately $4.1 million, after deducting underwriting discounts and commissions and offering expenses. Pursuant to the Agreement, the Company paid Newbridge a cash fee equal to 7% of the gross proceeds received from the Offering and reimbursed Newbridge for its expenses in an amount of $85,000. In the Offering, each two shares of common stock were offered and sold together with one accompanying warrant at a combined price of $0.77, yielding an effective price of $0.38 per share and $0.01 per warrant. The Warrants have an exercise price of $0.45 per share, were exercisable immediately upon issuance, and will expire five years following the date of issuance. Pursuant to the Underwriting Agreement, the Company granted to Newbridge a 30-day option (the “Over-allotment Option”) to purchase from the Company (i) up to an additional 1,825,950 shares of common stock, representing 15% of the Firm Shares sold in the Offering (the “Option Shares”), and/or (ii) additional Warrants to purchase up to 912,975 shares of common stock, representing 15% of the Firm Warrants (the “Over-allotment Warrants”) sold in the Offering, solely for the purpose of covering over-allotments of such securities. Newbridge exercised the Over-allotment Option in full, and, on December 22, 2025 (the “Over-Allotment Closing Date”), the Company issued the full amount of Option Shares and Over-allotment Warrants for net proceeds of approximately $0.7 million. As discussed in Note 5, the Firm Warrants and the Over-allotment Warrants had a total fair value at the dates of issuance of $1,781,699 and are accounted for as liabilities.

The Company also agreed to issue to Newbridge on the Closing Date and each Over-allotment Option closing date, warrant (the “Underwriter Warrants”) for the purchase of a number of shares of common stock equal to an aggregate of 7% of the Firm Shares sold on the Closing Date (equal to 852,110 shares) and 7% of the Option Shares sold on each Over-allotment Option Closing Date (equal to 127,816 shares). The Underwriter Warrants have substantially the same terms as the Firm Warrants, except that the Underwriter Warrants have an exercise price of $0.462 per share, are not exercisable for 180 days from the Closing Date and will include piggyback registration rights that are triggered if there is not an effective registration statement covering all of the shares of common stock issuable upon exercise of the Underwriter Warrants. As discussed in Note 5, the Underwriter Warrants had a total fair value at the dates of issuance of $248,294 and are accounted for as liabilities.

Warrant Inducement Offering

In September 2025, the Company entered into inducement offer letter agreements (the “Inducement Letters”) with certain holders (the “Holders”) of warrants issued in May 2023 (the “2023 Warrants”) and in March 2025 (the “March 2025 Warrants” and, collectively with the 2023 Warrants, the “Existing Warrants”) to purchase up to an aggregate of 6,504,731 shares of the Company’s common stock. Pursuant to the Inducement Letters, the Holders agreed to exercise for cash i) 2023 Warrants to purchase 1,901,700 shares of common stock with an original exercise price of $1.22 per share and ii) March 2025 Warrants to purchase 4,603,031 shares with an original exercise price of $1.12 per share at a reduced exercise price of $0.68 per share in consideration for the Company’s agreement to issue in a private placement new common stock purchase warrants to purchase an aggregate of 3,252,366 shares (the “September 2025 Warrants”). The September 2025 Warrants have an exercise price of 0.84 per share, were exercisable upon issuance and expire on the five-year anniversary of the date of issuance.

As of December 31, 2025, the Company had issued 6,495,481 shares of common stock and 3,247,741 September 2025 Warrants. As of December 31, 2025, 9,250 shares of common stock (the “Issuable Shares”) and 4,625 September 2025 Warrants were pending issuance. The fair value of the unissued Issuable Shares has been presented separately as issuable shares on the condensed consolidated balance sheets and statements of stockholders’ equity as of December 31, 2025. The Company accounted for the issuance of the: i) shares of its common stock and ii) the September 2025 Warrants as a single equity transaction for gross proceeds of approximately $4.4 million, which proceeds had been received in full as of September 30, 2025. In relation to the above warrant inducement offering, the Company engaged Newbridge as the servicing agent and paid it a fee of $400,000 and expense reimbursement of $50,000.

Equity-Classified Warrants

The following table sets forth changes in the number of common stock purchase warrants outstanding during fiscal 2026 (share amounts in thousands):

	Number of			Exercise
	Shares			Price ($)		Expiration
Balance as of March 31, 2025		18,561
Warrants exercised		(531	)		0.01	—
Balance as of June 30, 2025		18,030
Warrants issued		2,930			0.84	September 2030
Warrants exercised		(1,726	)		0.68	May 2028
Warrants exercised		(4,134	)		0.68	March 2029
Balance as of September 30, 2025		15,100
Warrants issued		317			0.84	September 2030
Warrants exercised		(166	)		0.68	May 2028
Warrants exercised		(469	)		0.68	March 2029
Balance as of December 31, 2025		14,782

As of December 31, 2025, the Company had the following warrants outstanding (share amounts in thousands):

	Number of		Exercise
Type	Shares		Price ($)		Expiration
Common stock		3,247		0.84	September 2030
Common stock		1,905		1.12	March 2029
Common stock		1,673		1.22	May 2028
Common stock		484		1.32	May 2027
Common stock		875		1.40	March 2029
Common stock		381		1.875	November 2029
Common stock		768		6.00	January 2027 - February 2027
Common stock		4,011		6.60	February 2027
Common stock		1,438		6.60	November 2027
Total		14,782

Share Issuances to Service Providers

During the nine months ended December 31, 2025 and 2024, the Company issued 10,000 and 30,000 shares of common stock, respectively, with fair values of approximately $11,000 and $51,000, respectively, to service providers.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Modular Medical, Inc. 10-Q