Form 4 for MODD Modular Medical, Inc.

Accepted 2021-10-29 00:00:00 ET · period of report 2020-06-30 · accession 0000919574-21-006530 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2021-10-29	2020-11-30	MODD	MANCHESTER MANAGEMENT PR, LLC	10%, Dir by Deputization	P - Purchase	$2.87	+34.8K	304.6K	+13%	+$100.0K
DMI	2021-10-29	2020-06-30	MODD	MANCHESTER MANAGEMENT PR, LLC	10%, Dir by Deputization	P - Purchase	$2.87	+139.4K	5.05M	+3%	+$400.0K
DMI	2021-10-29	2021-05-11	MODD	MANCHESTER MANAGEMENT PR, LLC	10%, Dir by Deputization	A - Grant	—	+1.38M	1.00M	New	—
DI	2021-10-29	2021-02-08	MODD	MANCHESTER MANAGEMENT PR, LLC	10%, Dir by Deputization	P - Purchase	—	+1.00M	1.00M	New	—
DI	2021-10-29	2021-05-11	MODD	MANCHESTER MANAGEMENT PR, LLC	10%, Dir by Deputization	D - Sale to Iss	—	-1.00M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock, par value $0.001 per share	2020-11-30	P	A	34,843	$2.87	304,562	D	—	—	(F3) The reported securities are directly owned by James E. Besser in his personal capacity.
2	Common	Common Stock, par value $0.001 per share	2020-06-30	P	A	104,529	$2.87	1,022,105	I See footnote	—	—	(F2) The reported securities are owned directly by JEB Partners, L.P. ("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.
3	Common	Common Stock, par value $0.001 per share	2020-06-30	P	A	34,843	$2.87	5,051,409	I See footnote	—	—	(F1) The reported securities are owned directly by Manchester Explorer, L.P. ("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) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. 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.
4	Derivative	Common Stock Pur-chase Warrant	2021-05-11	A	A	379,174	—	379,174	I See footnote	$2.87 · 2022-02-06 to 2027-02-06	— Common Stock, par value $0.001 per share	(F8) The Common Stock Purchase Warrant (the "Warrant") entitles the holder of the warrant to shares of Common Stock equal to the principal amount of the Note divided by $2.87. The Warrants are not convertible until 271 days after the issue date. The foregoing description of the Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Common Stock Purchase Warrant included as Exhibit 10.22 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference. (F1) The reported securities are owned directly by Manchester Explorer, L.P. ("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) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. 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.
5	Derivative	Convertible Promissory Note	2021-05-11	A	A	1,000,000	—	1,000,000	I See footnote	— · — to —	— Common Stock, par value $0.001 per share	(F6) On May 11, 2021, the Note was converted into the May 2021 Convertible Promissory Note ("May Note"). The May Note is convertible upon (i) an offering of common stock or other securities ("Qualified Capital Raise") with total proceeds to the Issuer of not less than $12,000,000, or (ii) at any time following the day 271 days after the issue date. The May Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the sum of principal and accrued interest shall be multiplied by 1.25; e.g., $1,000 of principal which had accrued $60 of interest would be treated as if it were ($1,000 + $60) = $1,060 X 1.25 = $1,325 of capital invested in the Qualified Capital Raise for the purposes of determining the number of securities issued. (F7) (6 continued) The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference. (F1) The reported securities are owned directly by Manchester Explorer, L.P. ("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) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. 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	Derivative	Convertible Promissory Note	2021-02-08	P	A	1,000,000	—	1,000,000	I See footnote	— · — to —	— Common Stock, par value $0.001 per share	(F5) On February 8, 2021, the Issuer completed an initial offering of the Convertible Promissory Note (the "Note"). The Note is convertible upon an equity financing with total proceeds to the Issuer of not less than $5,000,000. The Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the lowest cash price paid per share for equity securities by the investors in the equity financing multiplied by 0.80. The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 10-Q filed on February 12, 2021, which is incorporated by reference. (F1) The reported securities are owned directly by Manchester Explorer, L.P. ("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) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. 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.
7	Derivative	Convertible Promissory Note	2021-05-11	D	D	1,000,000	—	0	I See footnote	— · — to —	— Common Stock, par value $0.001 per share	(F6) On May 11, 2021, the Note was converted into the May 2021 Convertible Promissory Note ("May Note"). The May Note is convertible upon (i) an offering of common stock or other securities ("Qualified Capital Raise") with total proceeds to the Issuer of not less than $12,000,000, or (ii) at any time following the day 271 days after the issue date. The May Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the sum of principal and accrued interest shall be multiplied by 1.25; e.g., $1,000 of principal which had accrued $60 of interest would be treated as if it were ($1,000 + $60) = $1,060 X 1.25 = $1,325 of capital invested in the Qualified Capital Raise for the purposes of determining the number of securities issued. (F7) (6 continued) The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference. (F1) The reported securities are owned directly by Manchester Explorer, L.P. ("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) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. 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. (F5) On February 8, 2021, the Issuer completed an initial offering of the Convertible Promissory Note (the "Note"). The Note is convertible upon an equity financing with total proceeds to the Issuer of not less than $5,000,000. The Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the lowest cash price paid per share for equity securities by the investors in the equity financing multiplied by 0.80. The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 10-Q filed on February 12, 2021, which is incorporated by reference.