Article 1.01. The conclusion of an important definitive agreement.
Officer Stock Purchases
At 28 October 2021, Modular Medical, Inc. (the “Company”) has entered into purchase agreements with Ellen O’Connor (Lynn) Vos, the Chief Executive Officer of the Company, and Paul DiPerna, the Chairman of the Board of Directors of the Company and its President, Chief Financial Officer and Treasurer, providing for the sale and issue by the Company of 92,592 ordinary shares of the Company, par value $ 0.001 per share at the closing price of 28 October 2021 of $ 2.70
per share. The Company received product of approximately $ 250,000 the sale of shares, including $ 150,000 of Mrs Vos and $ 100,000 of Mr. DiPerna.
Credit facility and guarantee agreement
At 28 October 2021, the Company has issued a guaranteed promissory note (the âNoteâ) to Manchester Explorer, LP (“Manchester”) which provides the Company with
$ 3,000,000 revolving credit facility, with all amounts drawn by the Company hereunder due and payable, subject to acceleration in the event of default, on March 15, 2022 (the due date “). Interest at the rate of 12% is payable on each drawing regardless of the date of the drawing or the date on which the interest is paid. As of the date of this report on Form 8-K, there has been no borrowing under the note.
The principal amount of the Bond and interest due thereon shall be payable in Manchester no later than the earlier of the following dates: (i) the Maturity Date and (ii) the date on which the Company received a product greater than $ 12,000,000 a transaction or series of related transactions occurring before the due date, which transactions constitute equity financings or other issues of equity securities of the Company. Provided that no event of default (as that term is defined in the note) has occurred, on a date prior to the due date, upon written notice of at least three days by the company specifying the amount of the draw, Manchester will advance the amount of the draw. to the society. No amount of drawdown may be less than $ 100,000 or exceed an amount equal to $ 3,000,000
minus the total principal amount outstanding under the Note at the time of such drawing request. If an Event of Default occurs and continues, Manchester may declare that the entire Ticket, including interest and other amounts due, is due and payable immediately.
As part of the issuance of the Title, the 28 October 2021, the Company has entered into a guarantee agreement with Manchester (the âGuarantee Agreementâ) pursuant to which the Company has granted Manchester continuous and unconditional first class security interest in and over all of the Company’s property of any kind. either tangible or intangible, wherever they are and whether they are existing or future or acquired.
The above summary of the terms of the Note and Guarantee Agreement (collectively, the âTicket Documentsâ) should be read in conjunction with the forms of such agreements and documents filed as Attachments to this Report on Form 8- K in item 9.01. , which contain all the terms and conditions of the Notes Documents.
Article 2.03. Creation of a direct financial obligation or an obligation under an off
Balance Sheet Arrangement of the Registrant.
The information in Item 1.01 and Exhibits 10.27 and 10.28 of this current report on Form 8-K are incorporated herein by reference.
Article 3.02. Unrecorded sales of Equity securities.
The information in Item 1.01 regarding the issuance of Common Shares (the âSecuritiesâ) is incorporated by reference in this Item 3.02. The Notes were issued in a private placement exempted from the registration requirements of the Securities Act, in accordance with section 4 (a) (2) thereof.
Article 9.01. Financial statements and supporting documents.
Exhibit No. Description
10.27 Promissory Note dated October 28, 2021
10.28 Security Agreement dated October 28, 2021
10.29 Form of Common Stock Purchase Agreement dated October 28, 2021
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