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STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement (this "Agreement") is dated as of November 19, 2018, by and among MODULAR
MEDICAL, INC., a Nevada corporation (the "Company"), and each investor listed on the Schedule of Investors
attached hereto (individually an "Investor" and collectively the "Investors").
the Company has authorized the issuance and sale (this "Offering" or the "US Offering")
of up to 3,111,111 shares (each a "Share") of common stock, par value $0.001 per Share, of the Company (the
"Common Stock"), at a purchase price of $2.25 per Share;
simultaneously with the US Offering, the Company is conducting a concurrent private placement of its Series A mandatory convertible
preferred stock, par value $0.001 per share (the "A Shares"), solely to non-U.S. Persons (as defined in Regulation
S) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 506(b)
of Regulation D ("Rule 506") promulgated thereunder ("Regulation D") and/or Regulation S
("Regulation S") (the "Offshore Offering," and together with the US Offering, collectively,
the "Offerings"), each of which A Share has a purchase price of $2.25 per A Share (the same purchase price
as a Share in the US Offering), is convertible into shares of Common Stock at an initial conversion price equal to the $2.25 per
share purchase price and has such other terms as are set forth in the Certificate of Designation of Preferences, Rights and Limitations
for the A Shares (the "A Certificate"), a copy of which is annexed hereto as Exhibit A;
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act and/or Rule
506 of Regulation D, the Company desires to sell, and each Investor, severally and not jointly, desires to purchase from the Company,
the number of Shares and for the aggregate purchase price (as to each Investor, the "Aggregate Purchase Price"),
set forth opposite each such Investor's name on the Schedule of Investors;
the aggregate number of Shares in the US Offering and/or A Shares in the Offshore Offering that must be sold to effectuate the
Initial Closing (as hereinafter defined), shall be 1,777,778 in the aggregate, resulting in aggregate gross proceeds to the Company
of $4,000,000 (the "Minimum Amount"), and, thereafter, the Company may sell up to an additional aggregate of
444,445 Shares and/or A Shares in the Offerings, for an additional up to $1,000,000 of gross proceeds (together with the $4,000,000
Minimum Amount, the "$5,000,000 Maximum Amount") (excluding the sale of up to in the aggregate $2,000,000 Over-Subscription
Securities (as defined below)); and
the Company may sell on or no later than the three (3) business days following the final Closing Date (as hereinafter defined),
up to in the aggregate an additional $2,000,000 of Shares and/or A Shares in the Offerings (the "Over-Subscription Securities");
provided that except as otherwise expressly provided herein, all information set forth in this Agreement assumes no issuance
of (i) any Over-Subscription Securities, and (ii) any securities to Agents (as defined below) in the Offerings.
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and each Investor agree as follows:
to Sell and Purchase. At each Closing, the Company, subject to the terms and conditions set forth in this Agreement,
will issue and sell the Shares to the Investors, and each Investor will, severally and not jointly, purchase from the Company,
the number of such Shares and for the Aggregate Purchase Price set forth opposite such Investor's name on the Schedule
of Investors with respect to such Closing. The purchase price per Share is $2.25 (the "Per Share Purchase Price").
Closing Dates. The consummation of the sale and purchase of the $4,000,000 Minimum Amount (the "Initial Closing")
shall be held at 10:00 a.m. (New York City Time) on such date as soon as reasonably practicable following the satisfaction (or
waiver) of the conditions set forth in Section 1.5(a) and Section 1.5(b) (the "Initial Closing Date").
Following the Initial Closing, the Company may conduct one or more additional closings (each a "Subsequent Closing"
and together with the Initial Closing, collectively, the "Closings" with each being a "Closing")
up to the $5,000,000 Maximum Amount (which may be increased to $7,000,000 to cover sales of Over-Subscription Securities, if any).
The date of each Subsequent Closing shall be a "Subsequent Closing Date" and together with the Initial Closing
Date, collectively, the "Closing Dates" with each being a "Closing Date." Unless otherwise
provided herein, all Closings shall be effectuated remotely by facsimile or other electronic transmission of documents and at
such time as the Company and the Investors may agree.
of Payment. On or prior to each Closing Date, each Investor shall wire its Aggregate Purchase Price, in United States dollars
and in immediately available funds, to a non-interest bearing escrow account (the "Escrow Account") established
by the Company with Gusrae Kaplan Nusbaum PLLC (the "Escrow Agent") (the aggregate amounts received being held
in escrow by the Escrow Agent are referred to herein as the "Escrow Amount"). On the Initial Closing Date and
any Subsequent Closing Date (i) the Company shall deliver written instructions to the Escrow Agent instructing the Escrow Agent
to disburse the Escrow Amount to an account as specified by the Company, and (ii)(a) the Company shall deliver to each Investor
the items set forth in Section 1.4(a) below, and (b) each Investor shall deliver to the Company the items set forth in
Section 1.4(b) below.
of the Company. On each Closing Date, the Company shall deliver or cause to be delivered to each Investor the following:
or more stock certificates, representing the Shares being purchased by such Investor, and registered in the name of such Investor,
as set forth on the Schedule of Investors; or at such Investor's request, a statement or other written evidence that
the Shares issuable to such Investor have been issued and are held in book entry form at the Company's transfer agent, in
either case dated as of each Closing Date;
copy of this Agreement executed by the Company;
officer's and secretary's certificate, dated as of each Closing Date, certifying as to the (A) incorporation and good
standing of the Company in the State of Nevada based upon a certificate issued by the Secretary of State of the State of Nevada
as of a date within thirty (30) days of each Closing Date, (B) the Certificate of Incorporation of the Company, as amended, through
each Closing Date (the "COI"), (C) the bylaws of the Company, each as in effect as of each Closing Date (the
"By-Laws"); and (D) the A Certificate; and
unanimous written consent of the Board or Directors of the Company approving the US Offering and the Offshore Offering and related
of each Investor. On each Closing Date, each Investor shall deliver or cause to be delivered to the Company the following:
Agreement duly executed by such Investor; and
Investor's Aggregate Purchase Price in cash by wire transfer to the Escrow Account specified in writing by the Company (unless
other means of payment shall have been agreed upon by the Investor and the Company).
1.5. Closing Conditions.
Conditions of the Investor. The obligation of each Investor hereunder to purchase Shares at each Closing is subject
to the satisfaction, at or before the Closing Date for such Closing, of each of the following conditions, provided that
these conditions are for each Investor's sole benefit and may be waived by such Investor at any time in its sole discretion
by providing the Company with prior written notice thereof:
accuracy in all material respects on each Closing Date of the representations and warranties of the Investors contained herein;
obligations, covenants and agreements of the Investors required to be performed at or prior to each Closing Date shall have been
delivery by the Investors of the items set forth in Section 1.4(b) of this Agreement;
filing by the Company of the A Certificate with the Secretary of State of the State of Nevada; and
aggregate gross proceeds from the Offerings shall be $4,000,000 in the aggregate (the Initial Closing only).
Conditions of the Company. The obligation of the Company hereunder to issue and sell the Shares to each Investor at each Closing
is subject to the satisfaction, at or before the Closing Date for such Closing, of each of the following conditions, provided
that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion
by providing each Investor with prior written notice thereof:
accuracy in all material respects on each Closing Date of the representations and warranties of the Company contained herein;
obligations, covenants and agreements of the Company required to be performed at or prior to each Closing Date shall have been
delivery by the Company of the items set forth in Section 1.4(a) of this Agreement; and
aggregate gross proceeds from the Offerings shall be $4,000,000 in the aggregate (the Initial Closing only).
and Warranties of the Company
hereby represents and warrants the following as of each Closing Date:
Good Standing, Qualifications, Etc. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as presently being
conducted and to enter into this Agreement. The Company is duly qualified as a foreign corporation to do business and is in good
standing in every jurisdiction in which the nature of the business conducted or property owned or leased by it makes such qualification
necessary, other than those in which the failure so to qualify or be in good standing would not have a Material Adverse Effect.
For purposes of this Agreement the term (i) "Material Adverse Effect" means any material adverse effect on
the business, assets and/or financial condition of the Company and its Subsidiaries, taken as a whole, provided none of the following
shall constitute a Material Adverse Effect: (a) the effects of conditions or events that are generally applicable to the capital,
financial, banking or currency markets and/or industries that the Company and its Subsidiaries operates in or intends to operate
in including the biotechnology industry, the medical device industry and/or the insulin delivery device industry and/or changes