Modular Medical Inc

Item 1A. Risk Factors

We face many significant risks in our business, some of which are unknown to us and not presently foreseen. These risks could have a material adverse impact on our business, financial condition and results of operations in the future. Other than as set forth below, there have been no material changes to the risk factors set forth under Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2025, which we filed with the SEC on June 20, 2025.

We might not be able to continue as a going concern.

Our condensed consolidated financial statements as of SeptDecember 301, 2025 have been prepared under the assumption that we will continue as a going concern twelve months from the date of issuance of this Report. At SeptDecember 301, 2025, we had cash and cash equivalents of $5.32.9 million and an accumulated deficit of approximately $99.2$106.6 million. As disclosed in Note 4 to the condensed consolidated financial statements in this Report, in SeptDecember 2025, we effectclosed a warrant inducementpublic offering for net proceeds of approximately $3.94.8 million, and, during the sixthree months ended SeptDecember 301, 2025, we generated net proceeds of approximately $0.71.2 million from sales under our at-the-market sales program. Even with these proceeds, we do not believe that our cash and cash equivalents will be sufficient to fund our operations for the period of 12 months from the date of issuance of this reportnext 30 days, and we need to raise additional capital. As a result of our expected operating losses and cash burn for the foreseeable future and recurring losses from operations, if we are unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt as to our ability to continue as a going concern. If we cannot continue as a viable entity, our stockholders would likely lose most or all of their investment in us. If we are unable to generate sustainable operating profit and sufficient cash flows, then our future success will depend on our ability to raise capital. We intend to seek additional financing and evaluate financing alternatives in order to meet our cash requirements for the foreseeable future. We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current stockholders may experience dilution. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current product development programs, cut operating costs, forego future development and other opportunities or even terminate our operations.

If we are unable to satisfy the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.

Our common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors. While our common stock is currently listed on Nasdaq, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including, but not limited to, the corporate governance requirements and the minimum closing bid price requirement or the minimum equity requirement.

On June 30, 2025, we received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (Nasdaq) indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days ending on June 27, 2025, we no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2).

 In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have beenwere provided a period of 180 calendar days, or until December 29, 2025, in which to regain compliance. In order

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On December 23, 2025, we submitted a request to Nasdaq for an additional 180-day period (the Second Compliance Period) to regain provide additional time for us to demonstrate compliance with the minimum bid price requirement, the closing bid price of our common s. In such request, we communicated that we intend to regain compliance during the Second Compliance Period by effecting a reverse stock must be at least $1 per share for a minimum of ten csplit. On December 30, 2025, we received written notification from the Listing Qualificationsecutive business days dur Department of Nasdaq, granting this our request for a 180-day period. Iextension the event we do not o regain compliance within this 180-day period, we may be eligible e minimum bid price requirement. We now have until June 29, 2026 to seek an additional compliancmeet the requirement. If at any time period of 180 calendar daysr to June 29, 2026, the bid provided we meet the continued listing requirement fice of our common stock closes at $1 per share or market valueore for a minimum of publicly held shares and all other 10 consecutive business days, we will regain compliance with the minitial listing standards for mum bid price requirement. In the Nasdaq Capital Market,event we do not regain compliance with the exception of the minimum bid price requirement, and if we during the additional 180-day extension, Nasdaq will provide written noticefication to Nasdaq of ous that our intent to cure thCommon Stock will be deficiency during this second compliance period by effecting a reverse stock split, if necessary. However, if itlisted. At that time, we may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the appears to thlicable Nasdaq staff that we will not be able to curListing Rules. However, there can be no assurance the deficiency, or at, if we are odo appeal therwise not eligible, delisting determination by Nasdaq will provide notice to us tto the hearings panel, that our common stock willsuch appeal would be subject to delisccessful. On January 23, 2026, at our annual meeting.

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The above-mentioned letter does not result in the immediate delisting of shareholders, our shareholders authorized our board of our common stock from the Nasdaq Capital Marketdirectors to effect a reverse split, as necessary, to regain compliance. We are will continue to monitoring the closing bid price of our common stock and considering ourevaluate available options to regain the event the closcompliance with the minimum bid price requirement. Nasdaqs extension notice has no immediate effect on the listing bid priceor trading of our common stock remains below $1 per share, which continues to trade on the Nasdaq Capital Market under the ticker symbol, MODD.

There can be no assurance that we will be able to regain compliance with the minimum bid price requirement, maintain compliance with the other continued listing requirements of Nasdaq, or that our common stock will not be delisted in the future.

 If we were to be delisted, we would expect our common stock to be traded in the over-the-counter market which could adversely affect the liquidity of our common stock. Additionally, we could face significant material adverse consequences, including:

In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaqs listing requirements.