Form 8-K

8-K — Modular Medical, Inc.

Accession: 0001213900-26-045985

Filed: 2026-04-21

Period: 2026-04-19

CIK: 0001074871

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0287108-8k_modular.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED AS OF APRIL 19, 2026, BETWEEN THE COMPANY AND MAXIM GROUP LLC (ea028710801ex1-1.htm)

EX-5.1 — OPINION OF LUCOSKY BROOKMAN, LLP (ea028710801ex5-1.htm)

EX-99.1 — PRESS RELEASE DATED APRIL 19, 2026 (ea028710801ex99-1.htm)

GRAPHIC (ea028710801_ex5-1img1.jpg)

GRAPHIC (ea028710801_ex5-1img2.jpg)

GRAPHIC (ea028710801_ex5-1img3.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0287108-8k_modular.htm · Sequence: 1

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0001074871

2026-04-19

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 19, 2026

MODULAR MEDICAL, INC.

(Exact Name of Registrant as Specified in Charter)

001-41277

(Commission File Number)

Nevada

87-0620495

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification Number)

10740 Thornmint Road

San Diego, California 92127

(Address of principal executive offices, with zip

code)

(858) 800-3500

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

MODD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into

a Material Definitive Agreement.

On April 19, 2026,

Modular Medical, Inc. (the “Company”) entered into a Placement Agency Agreement (the “Agreement”) with Maxim

Group LLC (the “Placement Agent”), relating to a registered direct offering (the “Offering”) of 750,000

shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), referred to as the

“Shares.” The gross proceeds to the Company from the Offering will be approximately $3.375 million, before deducting the

Placement Agent fee and other offering expenses. The Offering is expected to close on April 21, 2026 (the

“Closing Date”).

Pursuant to the Agreement,

the Company agreed to pay the Placement Agent a cash fee equal to 7% of the gross proceeds received from the Offering and to reimburse

the Placement Agent for its expenses incurred in connection with the Offering in an amount up to $75,000.

The Offering was made

pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333- 287313) previously filed with the Securities

and Exchange Commission (the “SEC”) on May 15, 2025 and declared effective by the SEC on May 22, 2025, and a final prospectus

supplement relating to the Offering dated April 19, 2026.

Pursuant to the Agreement,

each of the Company’s directors and executive officers entered into “lock-up” agreements that,

subject to certain exceptions, prohibit, without the prior written consent of the Placement Agent, the sale, transfer, or other disposition

of securities of the Company for a period of 90 days from the date of the Agreement. Pursuant to the Agreement, the Company has agreed not to, subject to certain conditions and exceptions, offer, pledge, sell,

contract to sell, or sell any option, right or warrant to purchase, lend or otherwise transfer or dispose, directly or indirectly, any

shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, affect or enter

into an agreement to effect any issuance by the Company or its subsidiaries of Common Stock or Common Stock equivalents (or a combination

of units thereof) for a period of 45 days from the Closing Date.

The foregoing description

of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed

herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the legal opinion

of Lucosky Brookman, LLP relating to the Shares is attached hereto as Exhibit 5.1.

This Current Report on

Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there

be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior

to registration or qualification under the securities laws of any such state.

Item 8.01 Other Events.

The Company issued a

press release announcing the pricing of the Offering on April 19, 2026. A copy of this press release is attached hereto as Exhibit 99.1

and is incorporated herein by reference.

Item 9.01 Financial

Statements and Exhibits

(d) Exhibits

The following exhibits

are filed with this report:

Exhibit

Number

Exhibit Description

1.1

Placement Agency Agreement, dated as of April 19, 2026, between the Company and Maxim Group LLC

5.1

Opinion of Lucosky Brookman, LLP

23.1

Consent of Lucosky Brookman, LLP (included in Exhibit 5.1)

99.1

Press Release dated April 19, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MODULAR MEDICAL, INC.

Date: April 21, 2026

By:

/s/ James E. Besser

James E. Besser

Chief Executive Officer

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED AS OF APRIL 19, 2026, BETWEEN THE COMPANY AND MAXIM GROUP LLC

EX-1.1

Filename: ea028710801ex1-1.htm · Sequence: 2

Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

April 19, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

Ladies and Gentlemen:

Subject to the terms and conditions

herein (this “Agreement”), Modular Medical, Inc., a Nevada corporation (including any successor thereto, the “Company”),

hereby agrees to sell up to an aggregate of $3,375,000 of shares (each a “Share” and collectively, the “Shares”)

of Common Stock of the Company, par value $0.001 per share (the “Common Stock”) (or pre-funded warrants to purchase

shares of Common Stock (the “Warrants”, and the Shares issuable upon exercise of the Warrants, the “Warrant

Shares”, and the Shares, the Warrants and the Warrant Shares, collectively, the “Securities”) directly to

various investors (each, an “Investor” and, collectively, the “Investors”) through Maxim Group LLC

as placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investors in

connection with the Offering (as defined below), shall be collectively referred to herein as the “Transaction Documents.”

The purchase price to the Investors for the Securities will be negotiated between the Company and the Investors, in consultation with

the Placement Agent. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in

connection with the Offering.

The Company hereby confirms

its agreement with the Placement Agent as follows:

Section 1. Agreement to

Act as Placement Agent.

(a) On

the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company

of the Securities pursuant to the Company's registration statement on Form S-3 (File No. 333- 287313), (and including any registration

statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration

Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations

between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis

and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof,

in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below)

be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent

shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with

respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities

and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and

delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing

occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”,

i.e., on the Closing Date: (i) the Company shall issue the Shares directly to the account designated by the Placement Agent and,

upon receipt of such Shares, the Placement Agent shall electronically deliver such Shares to the applicable Investor and payment shall

be made by the Placement Agent (or its clearing firm) by wire transfer to the Company and (ii) the Warrants, if any, shall be delivered

by the Company directly to the Investors in certificated form. As compensation for services rendered, on each Closing Date, the Company

shall pay to the Placement Agent the fees and expenses set forth below:

(i) A cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities

at the Closing; and

(ii) The Company also agrees to reimburse Placement Agent’s expenses up to a maximum of $75,000, unless

otherwise agreed by the Company and the Placement Agent, payable immediately upon and only in the event of the Closing of the Offering.

(b) Upon

the Closing, for a period of three (3) months following such time, the Company grants the Placement Agent the right of first refusal to

act as exclusive sales agent for any and all future sales under the Company’s “at the market offering” program. The

Company shall not offer to retain any entity or person in connection with any such offering on terms more favorable than terms on which

it offers to retain the Placement Agent.

the Closing or termination (other than for cause as defined in FINRA Rule 5110(g)(5)(B)) of the Offering, if within three (3) months following

such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or

receives any proceeds from, any of the investors contacted by the Placement Agent in connection with the Offering, the Company will pay

the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation equivalent to that set forth in Section

1(a)(i).

(d) The

term of the Placement Agent’s exclusive engagement will be as set forth in the Engagement Agreement (as defined below). Notwithstanding

anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein

and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,

and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable

pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination

of this Agreement; provided, however, that if for any reason the Offering is not consummated, then the obligation of the Company to reimburse

the Placement Agent for expenses shall not exceed $25,000 in the aggregate. Nothing in this Agreement shall be construed to limit the

ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial

advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means

any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with

a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities

Act”).

Section 2. Representations,

Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement Agent as of the date

hereof, and as of each Closing Date, as follows:

(a) Securities

Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration

Statement under the Securities Act, which was initially filed on May 15, 2025, and declared effective on May 22, 2025 for the registration

of the Securities under the Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced

to the Company by the Placement Agent, the Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities

Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final

prospectus supplement relating to the placement of the Securities, their respective pricings and the plan of distribution thereof and

will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth

therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is

hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration

Statement at the time of effectiveness is hereinafter called the “Base Prospectus”; and the final prospectus supplement,

in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as it may be amended

or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally

became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to the

Registration Statement, the Original Registration Statement, the Base Prospectus or the Final Prospectus shall be deemed to refer to and

include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the case may be;

and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect

to the Registration Statement, the Original Registration Statement, the Base Prospectus or the Final Prospectus shall be deemed to refer

to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus

or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial

statements and schedules and other information which is “contained,” “included,” “described,” “referenced,”

“set forth” or “stated” in the Registration Statement, the Base Prospectus or the Final Prospectus (and all other

references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which

is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Final Prospectus, as the case

may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Base

Prospectus, any securities purchase agreement between the Company and the Investors, the final terms of the Offering provided to the Investors

(orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing

Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale

Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Base Prospectus, the Final Prospectus,

and any supplement to either thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop

order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any prospectus supplement or intends

to commence a proceeding for any such purpose.

(b) Assurances.

The Original Registration Statement, as amended (and any further documents to be filed with the Commission) contains all exhibits and

schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time

it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not contain

any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

therein not misleading. The Base Prospectus and the Final Prospectus, each as of its respective date, comply or will comply in all material

respects with the Securities Act and the applicable Rules and Regulations. Each of the Base Prospectus and the Final Prospectus, as amended

or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The

Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange

Act and the applicable Rules and Regulations promulgated thereunder, and none of such documents, when they were filed with the Commission,

contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect

to Incorporated Documents incorporated by reference in the Base Prospectus or Final Prospectus), in light of the circumstances under which

they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after

the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required

to be filed with the Commission. Except for this Agreement and the Transaction Documents, there are no documents required to be filed

with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities

Act or (y) will not be filed within the requisite time period. Except for this Agreement and the Transaction Documents, there are no contracts

or other documents required to be described in the Base Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the

Registration Statement, which have not been described or filed as required.

Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each

Closing Date, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure

Package.

(d) Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder and thereunder. The execution

and delivery of each of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have

been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Company’s

Board of Directors (the “Board of Directors”) or the Company’s stockholders in connection therewith other than

in connection with the Required Approvals (as defined in Annex A hereto). This Agreement has been duly executed by the Company and, when

delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the

Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(e) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to

the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it of the transactions contemplated

hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s or any

Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with,

or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of

any Lien (as defined below) upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,

amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other

instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party

or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental

authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any

property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could

not have or reasonably be expected to result in a Material Adverse Effect, as defined in Annex A hereto. For the purposes of this Agreement,

“Lien” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

(f) Certificates.

Any certificate signed by an officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent

shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth therein.

(g) Reliance.

The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and

warranties and hereby consents to such reliance.

(h) Forward-Looking

Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) contained in the Time of Sale Disclosure Package have been made or reaffirmed without a reasonable basis or has been disclosed other

than in good faith.

(i) Statistical

or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Time

of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable

and accurate, and such data agree with the sources from which they are derived.

(j) Certain

Fees; FINRA Affiliations. Except as set forth in the Registration Statement and Prospectus, no brokerage or finder’s fees or

commissions are or will be payable by the Company, any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant,

finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.

There are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders

that may affect the Placement Agent’s compensation, as determined by FINRA. Other than payments to the Placement Agent for this

Offering or as set forth in the Registration Statement and Prospectus, the Company has not made and has no agreements, arrangements or

understanding to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee,

consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who

raised or provided capital to the Company; (ii) any FINRA member participating in the offering as defined in FINRA Rule 5110 (a “Participating

Member”); or (iii) any person or entity that has any direct or indirect affiliation or association with any Participating Member,

within the 180-day period preceding the initial filing of the Registration Statement through the 60-day period after the effective date

of the Registration Statement (the “Effective Date”). None of the net proceeds of the Offering will be paid by the

Company to any Participating Member or its affiliates, except as specifically authorized herein. To the Company’s knowledge, no

officer, director or any beneficial owner of 10% or more of the Company’s Common Stock or Common Stock equivalents has any direct

or indirect affiliation or association with any Participating Member in the Offering. Except for securities purchased on the open market,

no Company Affiliate is an owner of stock or other securities of any Participating Member. No Company Affiliate has made a subordinated

loan to any Participating Member. No proceeds from the sale of the Securities (excluding Placement Agent compensation as disclosed in

the Registration Statement and the Prospectus) will be paid to any Participating Member, any persons associated with a Participating Member

or an affiliate of a Participating Member. Except as disclosed in the Prospectus, the Company has not issued any warrants or other securities

or granted any options, directly or indirectly, to the Placement Agent within the 180-day period prior to the initial filing date of the

Prospectus. Except for securities issued to the Placement Agent as disclosed in the Prospectus, no person to whom securities of the Company

have been privately issued within the 180-day period prior to the initial filing date of the Prospectus is a Participating Member, is

a person associated with a Participating Member or is an affiliate of a Participating Member. To the Company’s knowledge, no Participating

Member in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when

a Participating Member, the parent or affiliate of a Participating Member or any person associated with a Participating Member in the

aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s

preferred equity. “FINRA member participating in the Offering” includes any associated person of a Participating Member in

the Offering, any member of such associated person’s immediate family and any affiliate of a Participating Member in the Offering.

When used in this Section 3.1(j) the term “affiliate of a FINRA member” or “affiliated with a FINRA member” means

an entity that controls, is controlled by or is under common control with a FINRA member. The Company will advise the Placement Agent

and its legal counsel, Ellenoff Grossman & Schole LLP (the “Placement Agent Counsel”) if it learns that any officer,

director or owner of 10% or more of the Company’s outstanding Common Stock or Common Stock Equivalents is or becomes an affiliate

or associated person of a Participating Member.

(k) Board

of Directors. The Board of Directors is comprised of the persons set forth under the heading of the Company’s Annual Report

on Form 10-K captioned “Directors, Executive Officers and Corporate Governance.” The qualifications of the persons serving

as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated

thereunder applicable to the Company and the rules of the Nasdaq Capital Market (the “Trading Market”). In addition,

at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under the rules of

the Trading Market.

(l) D&O

Questionnaires. To the Company’s knowledge, all information contained in the questionnaires most recently completed by each

of the Company’s directors and officers is true and correct in all respects (other than changes in securities ownership from the

date of such questionnaires) and the Company has not become aware of any information which would cause the information disclosed in such

questionnaires to become inaccurate and incorrect.

(m) Representations,

Warranties and Covenants Incorporated by Reference. Each of the representations, warranties and covenants attached as Annex A

hereto, is hereby incorporated herein by reference (as though fully restated herein) and is hereby made to, and in favor of, the Placement

Agent.

Section 3. Delivery and

Payment. Each Closing shall occur at the offices of the Placement Agent Counsel at 1345 Avenue of the Americas, New York, New York

10105 (or at such other place as shall be agreed upon by the Placement Agent, Investors, and the Company, or remotely by electronic transmission).

Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Securities sold on such Closing Date

shall be made by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name

or names and shall be in such denominations, as the Placement Agent may request at least one business day before the time of purchase.

Deliveries of the documents

with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel, or remotely by electronic

transmission. All actions taken at a Closing shall be deemed to have occurred simultaneously.

Section 4. Covenants and

Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a) Registration

Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment

to the Registration Statement has been filed or becomes effective or any supplement to the Final Prospectus has been filed and will furnish

the Placement Agent with copies thereof. The Company will file promptly all reports and any definitive proxy or information statements

required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date

of any Prospectus and for so long as the delivery of a prospectus is required in connection with the Offering. The Company will advise

the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement

or to amend or supplement any Prospectus or for additional information, (ii) of the issuance by the Commission of any stop order suspending

the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any Incorporated Document,

if any, or any amendment or supplement thereto or any order preventing or suspending the use of the Base Prospectus or the Final Prospectus

or any prospectus supplement or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, of

the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the institution or threatened institution

of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement

or a Prospectus or for additional information, (iii) of the issuance by any state securities commission

of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation,

or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment

or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information

from the Commission; and (vi) of the happening of any event during the period described in this Section 4(a) that, in the judgment

of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the

making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances

under which they were made, not misleading. The Company shall use its best efforts to prevent the issuance of any such stop order

or prevention or suspension of such use. If the Commission shall enter any such stop order or order or notice of prevention or suspension

at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment or will file a

new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable.

Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under

the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm

that any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.

(b) Blue

Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities for

sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonably

request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,

provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any

jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not be required

to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports and other documents

as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request

for distribution of the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration

of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of

any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption,

the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules

and regulations of the Commission thereunder during Prospectus Delivery Period (as defined below), so as to permit the completion of the

distribution of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during the period

in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated by the Incorporated

Documents or any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the

judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or

supplement the Incorporated Documents or any Prospectus in order to make the statements therein, in the light of the circumstances under

which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents

or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly prepare

and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration

Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that is necessary in order to make

the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in the light of the circumstances under

which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus,

as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Incorporated Documents

or any Prospectus in connection with the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment

or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.

(d) Copies

of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period

beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus

supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

(e) Free

Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make

any offer relating to the Securities that would constitute a Company Free Writing Prospectus or that would otherwise constitute a “free

writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission or

retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents in writing to any

such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat

each Permitted Free Writing Prospectus as a Company Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433

of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission,

legending and record keeping.

(f) Transfer

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Shares.

(g) Earnings

Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later

than 18 months after the last Closing Date, the Company will make generally available to its security holders and to the Placement Agent

an earnings statement, covering a period of at least 12 consecutive months beginning after the last Closing Date, that satisfies the provisions

of Section 11(a) and Rule 158 under the Securities Act.

(h) Periodic

Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and

the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required

by the Exchange Act.

(i) Additional

Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agent or the Investors

deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable to the Placement

Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and each is a third party beneficiary of, the representations

and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement with Investors in the Offering.

(j) No

Manipulation of Price. Neither the Company, nor to its knowledge, any of its employees, directors or stockholders, has

taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause

or result in, under the Exchange Act, or otherwise stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of the Securities.

(k) Acknowledgment.

The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of

Directors and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agent’s prior written consent.

(l) Announcement

of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement

with the Offering.

(m) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(n) Research

Matters. By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable

or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection

as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable

or any research coverage of the Company. In accordance with FINRA Rule 2241(b)(2), the parties acknowledge and agree that the Placement

Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change

research, a rating or a price target, to the Company or inducement for the receipt of business or compensation. The Company hereby waives

and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to

any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments

may be different from or inconsistent with the views or advice communicated to the Company by the Placement Agent’s investment banking

divisions. The Company acknowledges that the Placement Agent is a full service securities firm and as such from time to time, subject

to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position

in debt or equity securities of the Company.

(o) Subsequent

Equity Sales.

(i) From

the date hereof until forty-five (45) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into

any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock Equivalents or (ii) file any

registration statement or amendment or supplement thereto, other than (x) the Prospectus, (y) a shelf registration statement on Form S-3

and any prospectus supplements or amendments thereto pursuant to an “at the market” offering with the Placement Agent as sales

agent, provided that no shares of Common Stock may be issued thereunder until after 45 days following the Closing Date, or (z) filing

a registration statement on Form S-8 in connection with any employee benefit plan.

(ii) From

the date hereof until forty-five (45) days after the Closing Date, the Company shall be prohibited from effecting or entering into an

agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination

of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company

(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to

receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based

upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such

debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after

the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related

to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement,

including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities

at a future determined price; provided, however, that the entry into an “at the market” offering with the Placement

Agent as sales agent shall not be deemed a Variable Rate Transaction, provided that no shares of Common Stock may be issued thereunder

until after 45 days following the Closing Date.

Notwithstanding

the foregoing, this Section 4(o) shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an

Exempt Issuance. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to consultants, employees,

officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee

members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for

services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued in the Offering,

and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date

of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such

securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock

splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions

approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 4(o)(i) herein, and provided that any such issuance shall only be to a Person (or to

the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business

synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,

but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity

whose primary business is investing in securities.

(p) Lock-Up

Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements to be delivered

in connection with the Offering except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement

in accordance with its terms. If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly

use its best efforts to seek specific performance of the terms of such Lock-Up Agreement.

(q) FINRA.

The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any officer, director,

10% or greater stockholder of the Company or Person that received the Company’s unregistered equity securities in the past 180 days

is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or the

60-day period after the Effective Date

Section 5. Conditions

of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the

representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of

each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder

on and as of such dates, and to each of the following additional conditions:

(a) Accountants’

Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered to

the Placement Agent, a letter from Farber Hass Hurley LLP, addressed to the Placement Agent, dated as of the date hereof, in form and

substance satisfactory to the Placement Agent. The letter shall not disclose any change in the condition (financial or other), earnings,

operations, business or prospects of the Company from that set forth in the Incorporated Documents or the applicable Prospectus or prospectus

supplement, which, in the Placement Agent's sole judgment, is material and adverse and that makes it, in the Placement Agent's sole judgment,

impracticable or inadvisable to proceed with the Offering of the Securities as contemplated by such Prospectus.

(b) Compliance

with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and “free

writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission,

as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and

no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of

any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no

order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have

been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall

have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory

authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and

FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each

Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory

to the Placement Agent's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have

requested to enable such counsel to pass upon the matters referred to in this Section 5.

(d) No

Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement

Agent's sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect or any material adverse

change or development involving a prospective material adverse change in the condition or the business activities, financial or otherwise,

of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus (“Material

Adverse Change”).

(e) Opinion

of Counsel for the Company. The Placement Agent shall have received on each Closing Date the opinion of Lucosky Bookman LLP, counsel

to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent

and in form and substance satisfactory to the Placement Agent.

(f) Opinion

of Intellectual Property Counsel for the Company. The Placement Agent shall have received on each Closing Date the opinion of Schmeiser

Olsen & Watts LLP, Intellectual Property counsel to the Company, dated as of such Closing Date, addressed to the Placement Agent and

in form and substance satisfactory to the Placement Agent.

(g) Officers’

Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date,

signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall be

satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, the Prospectus,

and this Agreement and to the further effect that:

(i) The

representations and warranties of the Company in this Agreement are true and correct, in all material respects (or, to the extent representations

or warranties are qualified by materiality or Material Adverse Effect, in all respects), as if made on and as of the Closing Date, and

the Company has complied or will comply with all the agreements and satisfied, in all reasonable respects, all the conditions on its part

to be performed or satisfied at or prior to such Closing Date;

(ii) No

stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings

for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order

having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by

any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose

have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory

authority or stock exchange in the United States;

(iii) When

the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate,

the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission,

and any Prospectus, contained all material information required to be included therein by the Securities Act and the Exchange Act and

the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements

of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be,

and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, did not and do not include any untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations and warranties

contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity with information

furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the Effective Date of the Registration

Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission thereunder to be

set forth in the Incorporated Documents which has not been so set forth; and

(iv) Subsequent

to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus,

there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as

a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material

to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary

course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock

options or warrants or conversion of outstanding preferred stock) or outstanding indebtedness of the Company or any Subsidiary; (e) any

dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or

not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material

Adverse Effect.

(h) Chief

Financial Officer Certificate. On the Closing Date, the Placement Agent shall have received a certificate from the Company’s

Chief Financial Officer with respect to certain financial and accounting matters, dated as of the Closing Date, addressed to the Placement

Agent in form and substance satisfactory to the Placement Agent.

(i) Bring-down

Comfort Letter. On each Closing Date, the Placement Agent shall have received from Farber Hass Hurley LLP, or such

other independent registered public accounting firm of the Company, a letter dated as of such Closing Date, in form and substance

satisfactory to the Placement Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (a) of

this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than two business

days prior to such Closing Date.

(j) Stock

Exchange Listing. Except as set forth in the Registration Statement and Prospectus, the Common Stock shall be registered under the

Exchange Act and shall be listed on the Trading Market, and the Company shall not have taken any action designed to terminate, or likely

to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading

the Common Stock from the Trading Market, nor shall the Company have received any information suggesting that the Commission or the Trading

Market is contemplating terminating such registration or listing.

(k) Lock-Up

Agreements. On the date hereof, the Placement Agent shall have received the executed Lock-Up Agreement from each of the Company’s

directors and executive officers.

(l) Additional

Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information

and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as

contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of

the conditions or agreements, herein contained.

If any condition specified

in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent by notice

to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party to any

other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section 8 (Representations

and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

Section 6. Payment of

Expenses. The Company shall be responsible for and pay all expenses relating to the Offering, including, without limitation, all filing

fees and communication expenses relating to the registration of the Securities to be sold in the Offering with the Commission and the

filing of the offering materials with FINRA; all fees and expenses relating to the listing of such Securities on such stock exchange as

the Company and the Placement Agent together determine; all fees, expenses and disbursements relating to background checks of the Company’s

officers and directors; all fees, expenses and disbursements relating to the registration or qualification of such Securities under the

“blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including,

without limitation, all filing and registration fees, and the fees and disbursements of the Placement Agent’s counsel at Closing));

all fees and expenses associated with the i-Deal system and NetRoadshow not to exceed $3,000; the costs of all mailing and printing of

the Offering documents (including the transaction documents, any Blue Sky Surveys and, if appropriate, any agreement among underwriters,

selected dealers’ agreement, Placement Agent’s questionnaire and power of attorney), Registration Statements, Prospectuses

and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably

deem necessary; the costs and expenses of the public relations firm referred; the costs of preparing, printing and delivering certificates

representing such Securities; fees and expenses of the transfer agent for such Securities; stock transfer taxes, if any, payable upon

the transfer of securities from the Company to the Placement Agent; the fees and expenses of the Company’s accountants and the fees

and expenses of the Placement Agent and the Company’s legal counsel and other agents and representatives. Upon the Placement Agent’s

request, the Company shall provide funds to pay all such fees, expenses and disbursements. For the sake of clarity, it is understood and

agreed that (i) the Company shall be responsible for the Placement Agent’s legal fees, costs and expenses in connection with the

Offering irrespective of whether the Offering is consummated, and (ii) the maximum amount of legal fees, costs and expenses incurred by

the Placement Agent that the Company shall be responsible for shall not exceed $75,000 in the event of a Closing, and shall not exceed

$25,000 in the event that there is not a Closing.

Section 7. Indemnification

and Contribution.

(a) The Company

agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within the

meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates

and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”) from

and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),

and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all

Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred

by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party

thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission to state therein a

material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other

than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified

Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents) or (ii) otherwise

arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or

transactions; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities

or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person's (x)

gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use

of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Offering

which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also

agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person's

rights under this Agreement.

(b) Upon

receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may be

sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity

or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,

if requested by the Placement Agent, have the right to assume the defense of any such action including the employment of counsel reasonably

satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to

employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be

at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii)

the named parties to any such action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified

Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel

selected by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that

the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all

Indemnified Persons in connection with any action or related actions, in addition to any local counsel. The Company shall not be liable

for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company

shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or

consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which indemnification

or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise,

consent or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such action for

which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is

due and payable.

the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company

shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand,

of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted

by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent

and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as

well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary

to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees

actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company,

on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in

the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company

in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears

to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty

of fraudulent misrepresentation.

(d) The

Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or

transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted solely

from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

(e) The

reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement

and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services under

or in connection with, this Agreement.

Section 8. Representations

and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the

Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement

will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, or any

of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment

for the Securities sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or to the Company, its directors

or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement

agreements contained in this Agreement.

Section 9. Notices.

All communications hereunder shall be in writing and shall be mailed, hand delivered, e-mailed or telecopied and confirmed to the parties

hereto as follows:

If to the Placement Agent to the address set forth

above, attention: James Siegel, email:

With a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

E-mail:

Attention: Matthew Bernstein

If to the Company:

Modular Medical, Inc.

10740 Thornmint Road

San Diego, CA 92127

E-mail:

Attention: James Besser

With a mandatory copy to (which shall not constitute

notice):

Lucosky Bookman LLP

101 Wood Avenue South,

Woodbridge, New Jersey 08830

E-mail:

Attention: Lawrence Metelitsa

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

Section 10. Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and

directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative, and

no other person will have any right or obligation hereunder.

Section 11. Partial Unenforceability.

The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability

of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined

to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to

make it valid and enforceable.

Section 12. Governing

Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements

made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof. This Agreement may not be

assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit

of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising

under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought

into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this

Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction

of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process

and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by

law. Each party hereto agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be

conclusive and binding upon such party and may be enforced in any other courts to the jurisdiction of which such party is or may be subject,

by suit upon such judgment. If either party to this Agreement shall commence an action or proceeding to enforce any provisions of a Transaction

Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees and other

costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 13. General Provisions.

(a) This

Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,

the Engagement Agreement, dated April 13, 2026 (“Engagement Agreement”), between the Company and the Placement Agent

shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Placement Agent and the Company

in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement,

the terms of this Agreement shall prevail, and provided further that the fees and costs payable by the Company to the Placement Agent

in connection with the Offering are solely those set forth in this Agreement. Further, nothing herein shall be construed as superseding

any of the rights of the Placement Agent as set forth in the certain Placement Agency Agreement, dated March 3, 2026, by and between the

Company and the Placement Agent, which rights shall continue to be effective and shall continue to survive and be enforceable by the Placement

Agent in accordance with its terms. This Agreement may be executed in two or more counterparts, each one of which shall be an original,

with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified

unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by

each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect

the construction or interpretation of this Agreement.

(b) The

Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent’s responsibility to the Company

is solely contractual and commercial in nature, (ii) the Placement Agent has acted at arms’ length, is not agent of, and owes no

fiduciary duties to the Company or any other person, (iii) the Placement Agent owes the Company only those duties and obligations set

forth in this Agreement and (iv) the Placement Agent may have interests that differ from those of the Company. The Company waives to the

fullest extent permitted by applicable law any claims it may have against the Placement Agent arising from a breach or alleged breach

of fiduciary duty in connection with the offering of the Securities.

[The remainder of this page has been intentionally

left blank.]

If the foregoing is in accordance

with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become

a binding agreement in accordance with its terms.

Very truly yours,

MODULAR MEDICAL, Inc.

A Nevada corporation

By:

/s/ James Besser

Name:

James Besser

Title:

Chief Executive Officer

The foregoing Placement Agency

Agreement is hereby confirmed and accepted as of the date first above written.

MAXIM GROUP LLC

By:

/s/ Ritesh Veera

Name:

Rites Veera

Title:

Co-Head of Investment Banking

Annex A

The Company hereby makes the following representations and warranties

to the Placement Agent:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,

all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding

shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights

to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in

the Transaction Documents shall be disregarded.

(b) Organization

and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to

own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in

violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected

to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse

effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,

taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis

its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding

has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority

or qualification.

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The

execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further

action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other

than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or

upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute

the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by

general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting

enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it

is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do

not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of

incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with

notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets

of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration

or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing

a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property

or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in

a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority

to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property

or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not

have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection

with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant

to this Offering, (ii) the filing with the Commission of the Final Prospectus, (iii) application(s) to each applicable Trading Market

for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) such filings as

are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f) Issuance

of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable

Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free

and clear of all Liens imposed by the Company. No holder of the Securities will be subject to personal liability solely by reason of being

such a holder. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or

similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance and sale

of the Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto

contained in the Registration Statement, the Base Prospectus and the Final Prospectus. The Company has reserved from its duly authorized

capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has prepared

and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 22, 2025,

including the Base Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The

Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration

Statement or suspending or preventing the use of the Base Prospectus or Final Prospectus has been issued by the Commission and no proceedings

for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required

by the rules and regulations of the Commission, shall file the Final Prospectus with the Commission pursuant to Rule 424(b). At the time

the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration

Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and

did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading; and the Base Prospectus and Final Prospectus and any amendments or supplements

thereto, at the time the Base Prospectus and the Final Prospectus or any amendment or supplement thereto was issued and at the Closing

Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an

untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading.

(g) Capitalization.

The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. The Company has not issued any capital stock

since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under

the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock

purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently

filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any

similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale

of the Securities and set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or

commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable

for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or

contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional

shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not

obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than pursuant to the Offering).

There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,

exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding

securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,

commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the

Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements

or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully

paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares

was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization

of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders

agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a

party or, to the knowledge of the Company, between or among any of the Company’s stockholders

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, together with the Base Prospectus and Final

Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension

of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,

the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and

none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to

be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the

Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance

with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements

may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that has had or that could

reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise)

other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities

not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,

(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of

cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital

stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company

stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except

for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development

has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective

businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under

applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading

Day prior to the date that this representation is made

(j) Litigation.

Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,

to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before

or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”). None of the Actions set forth in the SEC Reports, (i) adversely affects or challenges

the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable

decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director

or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities

laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,

any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission

has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary

under the Exchange Act or the Securities Act.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees

is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company

nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships

with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected

to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement

or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued

employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any

of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and

regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the

failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse

Effect.

(m) Environmental Laws. The

Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection

of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances

or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,

demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued,

entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other

approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with

all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could

be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good

and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each

case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere

with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,

state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither

delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by

them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual

Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and

value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited

to, directors and officers insurance coverage at least equal to the aggregate gross proceeds in the Offering. Neither the Company nor

any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions

With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary

and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with

the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other

arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing

for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is

an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,

including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in compliance with any

and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended that are effective as of the date hereof, and any and all

applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing

Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that:

(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access

to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))

for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed

by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time

periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness

of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently

filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most

recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure

controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in

the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have

materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its

Subsidiaries.

(t) Certain

Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will

be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents.

(u) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be

or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company

shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the

Investment Company Act of 1940, as amended.

(v) Registration

Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any

securities of the Company or any Subsidiary.

(w) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading

Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing

or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future

continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic

transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the

fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or could become applicable as a result of the Offering and the Company fulfilling their obligations or exercising

their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities.

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any information that it believes constitutes or might constitute

material, non-public information which is not otherwise disclosed in the Base Prospectus and Final Prospectus. The Company understands

and confirms that the Placement Agent will rely on the foregoing representation in effecting transactions in securities of the Company.

All of the disclosure furnished by or on behalf of the Company regarding the Company and its Subsidiaries, their respective businesses

and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,

not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as

a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.

(z) No

Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or

indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause

this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval

provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa) Solvency. Based

on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company from

the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required

to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they

mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as

proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted

by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the

Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated

uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid.

The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts

of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe

that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from

the Closing Date. All outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any

Subsidiary has commitments is set forth in the SEC Reports. For the purposes of this Agreement, “Indebtedness” means (x) any

liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course

of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the

same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement

of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value

of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor

any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax Status.

Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,

the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and

franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other

governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations

and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the

periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the

taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc) Foreign Corrupt

Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person

acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment

or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government

officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully

any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which

is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants.

The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting firm

(i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial

statements to be included in the Company’s Annual Report for the fiscal year ending March 31, 2026.

(ee) Reserved.

(ff) Reserved.

(gg) Regulation M Compliance.

The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause

or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any

of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii)

paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than,

in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

(hh) FDA. As to

each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and

Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed,

sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”), such

Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance

with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket

clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product

listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have

a Material Adverse Effect. There is no pending, completed or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration,

or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries,

and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any

other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution

of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii)

withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales

promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company

or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes

to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation

of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would

have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material

respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the

FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed

by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed

to be developed by the Company.

(ii) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)

and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are

presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and

maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster

recovery technology consistent with industry standards and practices.

(jj) Compliance with

Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in compliance

with all applicable state, federal and foreign data privacy and security laws and regulations, including, without limitation, the European

Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”);

(ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis

of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice of its applicable

Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and (iv) applicable Policies

provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter, and do not

contain any material omissions of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data”

means (i) a natural person’s name, street address, telephone number, email address, photograph, social security number, bank information,

or customer or account number; (ii) any information which would qualify as “personally identifying information” under the

Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information

that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any identifiable

data related to an identified person’s health or sexual orientation. (i) None of such disclosures made or contained in any of the

Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the execution, delivery and performance

of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries (i)

to the knowledge of the Company, has received written notice of any actual or potential liability of the Company or the Subsidiaries under,

or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying

for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant

to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory

authority that imposed any obligation or liability under any Privacy Law.

(kk) Stock Option Plans.

Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the

Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date

such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option

plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly

grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement

of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(ll) Office of Foreign

Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or

affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control

of the U.S. Treasury Department (“OFAC”).

(mm) U.S. Real Property

Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section

897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Placement Agent’s request.

(nn) Bank Holding Company

Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended

(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the

outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is

subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal

Reserve.

(oo) Money

Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or

any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

EX-5.1 — OPINION OF LUCOSKY BROOKMAN, LLP

EX-5.1

Filename: ea028710801ex5-1.htm · Sequence: 3

Exhibit 5.1

April 21, 2026

Modular Medical, Inc.

10740 Thornmint Road

San Diego, CA 92127

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Modular Medical, Inc.,

a Nevada corporation (the “Company”), in connection with the above-referenced registration statement (the “Registration

Statement”), the base prospectus dated May 22, 2025 (the “Base Prospectus”) and the prospectus supplement

dated April 21, 2026 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”),

relating to the offering and sale by the Company of 750,000 shares (the “Shares”) of common stock of the Company, par

value $0.001 per share (the “Common Stock”), having an aggregate offering price of $3,375,000, pursuant to that certain

Placement Agency Agreement (the “Agreement”) dated April 19, 2026, between the Company and Maxim Group LLC. The Shares

are covered by the Registration Statement, and we understand that the Shares are to be offered and sold in the manner described in the

Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of

Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”).

For purposes of this opinion, we have examined

such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set

forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness

of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal

capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant

hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and

perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate

or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations

of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of

public officials.

Based upon and subject to the foregoing, we are

of the opinion that the Shares have been duly authorized and, when issued and sold by the Company and delivered by the Company against

receipt of the purchase price therefor, in the manner contemplated by the Prospectus and the Agreement, will be validly issued, fully

paid and non-assessable.

The opinions expressed herein are limited to the

laws of the Nevada Revised Statutes of the State of Nevada and the laws of the State of New York, as currently in effect, and no opinion

is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

We consent to the filing of this opinion with

the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on April 21, 2026, which is incorporated by reference in

the Prospectus. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus and in each

case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose

consent is required under Section 7 and Section 11 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC

promulgated thereunder.

Very truly yours,

EX-99.1 — PRESS RELEASE DATED APRIL 19, 2026

EX-99.1

Filename: ea028710801ex99-1.htm · Sequence: 4

Exhibit 99.1

Modular Medical Announces Pricing of $3.4 Million

Registered Direct Offering of Common Stock

SAN DIEGO, CA / ACCESS Newswire / April 19, 2026

/ Modular Medical, Inc. (“Modular Medical” or the “Company”) (NASDAQ:MODD), a leader in innovative, patient-centric

insulin delivery, today announced the pricing of a registered direct offering (the “Offering”) consisting of 750,000 shares

of the Company’s common stock at an offering price of $4.50 per share. The gross proceeds to the Company from the Offering are estimated

to be approximately $3.4 million before deducting placement agent fees and other offering expenses. The Offering is expected to close

on or about April 21, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement

agent in connection with the Offering.

The securities are being offered pursuant to a

shelf registration statement on Form S-3 (File No. 333-287313), which was declared effective by the U.S. Securities and Exchange Commission

(the “SEC”) on May 22, 2025. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus

that form a part of such registration statement. A prospectus supplement relating to the Offering will be filed by the Company with the

SEC. When available, copies of the prospectus supplement and accompanying prospectus can be obtained at the SEC’s website at www.sec.gov

or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, via email at syndicate@maximgrp.com, or

telephone at (212) 895-3500.

This press release does not constitute an offer

to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Modular Medical:

Modular Medical, Inc. (NASDAQ:MODD) is a medical

device company that intends to launch the next generation of insulin delivery technology. Using its patented technologies, the Company

seeks to eliminate the tradeoff between complexity and efficacy, thereby making top quality insulin delivery both affordable and simple

to learn. Its mission is to improve access to the highest standard of glycemic control for people with diabetes, taking it beyond “superusers”

and providing “diabetes care for the rest of us.”

Modular Medical was founded by Paul DiPerna, a

seasoned medical device professional and microfluidics engineer. Prior to founding Modular Medical, Mr. DiPerna was the founder (in 2005)

of Tandem Diabetes and invented and designed its t:slim insulin pump. More information is available at https://modular-medical.com.

Forward-Looking Statements:

This press release contains forward-looking statements

that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements

are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statements

contained in this press release, including but not limited to, the closing of the Offering; the Company’s ability to convert patients

to use its Pivot pump product; successful development of Modular Medical’s proprietary technologies, whether the market will accept Modular

Medical’s products and services, anticipated consumer demand for the Company’s products, whether Modular Medical can successfully manufacture

its products at high volumes, general economic, and industry or political conditions in the United States or internationally, as well

as other risk factors and business considerations described in Modular Medical’s SEC filings, including its annual report on Form 10-K.

Any forward-looking statements in this press release should be evaluated in light of these important risk factors. In addition, any forward-looking

statements included in this press release represent Modular Medical’s views only as of the date of its publication and should not be relied

upon as representing its views as of any subsequent date. Modular Medical assumes no obligation to update these forward-looking statements,

except as required by law.

CONTACT:

Jeb Besser

Chief Executive Officer

Modular Medical, Inc.

+1 (617) 399-1741

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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