Modular Medical (MODD) Announces $12 Million Private Placement
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Modular Medical, Inc. (Nasdaq: MODD) ("Modular Medical" or the "Company"), an insulin delivery technology company with the first FDA-cleared patch pump designed specifically to meet the needs of "almost-pumpers" with its user-friendly and affordable design, announced today the execution of definitive subscription agreements with institutional and accredited investors for a private placement, which is expected to result in gross proceeds of approximately $12 million, before deducting fees and offering expenses.
The private placement consists of the sale of units comprised of two shares of common stock, together with one warrant to purchase one share of common stock. The units are being sold at a purchase price of $1.92 per unit and were priced at-the-market under the rules of the Nasdaq Stock Market. The private placement is expected to close on or about March 25, 2025, subject to the satisfaction of customary closing conditions.
The Company intends to use the proceeds from the private placement for supply-chain optimization and margin improvement on its MODD1 product in preparation for broad commercial availability and preparing the submission to the FDA of a tubeless version of the MODD1 product, which the Company currently believes it will submit to the FDA in the third quarter of 2025, along with ongoing work to obtain the CE mark required for overseas markets.
Newbridge Securities Corporation acted as the sole placement agent for the transaction. Titan Partners Group, a division of American Capital Partners, acted as financial advisor to the Company.
Terms of the Private Placement
In connection with the private placement, the Company will issue 12,495,312 shares of common stock and warrants to purchase 6,247,656 shares of common stock. Each warrant will be immediately exercisable and entitles the holder to acquire one share of common stock at an exercise price of $1.12 per share, for a period of four years following the closing of the offering.
Certain officers and directors of the Company intend to purchase a total of 374,478 units in this private placement at the same price as other investors.
The securities being offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock and shares underlying the warrants to purchase common stock to be issued in the private placement. Any resale of the Company's shares under such resale registration statement will be made only by means of a prospectus.
Concurrent Offering
Concurrently with the private placement by Newbridge Securities Corporation, the Company is also undertaking, a direct private placement of up to 446,429 additional units for additional aggregate gross proceeds of up to an additional $500,000 on the same terms as the private placement (the "Concurrent Direct Placement"). The units being sold in the Concurrent Direct Placement will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Regulation S under the Securities Act. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock and shares underlying the warrants to purchase common stock to be issued in the Concurrent Direct Placement. Any resale of the Company's shares under such resale registration statement will be made only by means of a prospectus.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities will not be registered under the Securities Act or any state securities laws when issued at the closing of the private placement or the Concurrent Direct Placement, as applicable, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
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