Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 23, 2020, the board of directors of Modular Medical, Inc. (the
"Company") appointed William J. Febbo to be a member of the Company's board of
directors. As an independent director, Mr. Febbo was also appointed to chair the
Company's newly-formed compensation committee of the board of directors.
Mr. Febbo, who is 51, has served as chief executive officer and a member of the
board of directors of OptimizeRx Corporation since February 2016. In 2017, he
became a faculty member of the Massachusetts Institute of Technology's linQ
program, which is a collaborative initiative focused on increasing the potential
of innovative research to benefit society and the economy. Prior to 2016, Mr.
Febbo served as chairman and founder of Plexuus, LLC, a payment processing
business for medical professionals. From 2007 to 2015, he served as chief
operating officer of Merriman Holdings, Inc., an investment banking firm, and
assisted with capital raises in the tech, biotech, cleantech, consumer and
resources industries. From 2013 to 2015, Mr. Febbo served as chief executive
officer and co-founder of Digital Capital Network, Inc., which operated a
transaction platform for institutional and accredited investors. Prior to 2007,
he was chief executive officer and co-founder of MedPanel, a provider of market
intelligence and communications for the pharmaceutical, biomedical, and medical
device industries. Mr. Febbo holds a B.A. in international studies and Spanish
from Dickinson College.
Since the beginning of the Company's last fiscal year through the present, there
have been no transactions with the Company, and there are currently no proposed
transactions with the Company, in which the amount involved exceeds $120,000,
and in which either of Mr. Febbo had, or will have, a direct or indirect
material interest within the meaning of Item 404(a) of Regulation S-K. No
arrangement or understanding exists between Mr. Febbo and any other person
pursuant to which Mr. Febbo was selected as a director of the Company.
In connection with his appointment and service as a non-employee director, Mr.
Febbo will enter into the Company's standard form of indemnification agreement
and will receive an annual cash retainer of $10,000 paid in quarterly
installments. Mr. Febbo will also receive an initial option to purchase 200,000
shares of common stock of the Company vesting over three years, with one-third
of the shares subject to the option vesting on each one-year anniversary of the
date of grant.
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MODULAR MEDICAL, INC. 
