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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 30, 2026
Milestone
Scientific Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-14053 |
|
13-3545623 |
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
425
Eagle Rock Avenue
Suite
403
Roseland,
New Jersey
|
|
07068
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (973) 535-2717
(Former
name or former address, if changed since last report.)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
on exchange on which registered |
| Common
Stock |
|
MLSS |
|
NYSE
American |
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 (see General Instructions A.2. below):
| ☐ |
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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
April 30, 2026 (the “Effective Date”), the Compensation Committee of the Board of Directors (the “Compensation Committee”)
of Milestone Scientific Inc. (the “Company”) approved a one-time stock option exchange program (the “Exchange Program”)
for outstanding stock options granted under the Company’s Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”)
and the applicable award agreements thereunder, held by Eric Hines, the President and Chief Executive Officer, and Jason Papes, the Senior
Vice President, Global Head of Sales and Marketing, of the Company (“Eligible Options”), all of which have exercise prices
that exceed the current fair market value of the Company’s common stock (the “Common Stock”). The Exchange Program
was undertaken in accordance with, and as expressly permitted by, the 2020 Plan and the applicable award agreements thereunder, and provides
that such eligible participants may voluntarily elect to surrender some or all of their Eligible Options in exchange for newly granted
stock options to purchase shares of the Company’s Common Stock, at an exercise price reduced to $0.31 per share (the “Reduced
Exercise Price”), which exercise price equals the closing price of the Company’s Common Stock on the Effective Date
(the “Repricing”). All of the Eligible Options (i) were granted under the 2020 Plan, (ii) as of the Effective Date, were
held by continuing employees, (iii) had not previously been repriced and (iv) had an exercise price per share greater than the Reduced
Exercise Price (the “Repriced Options”). The Repriced Options have the same vesting commencement date and expiration date
as the respective Eligible Options surrendered. In addition, for each Repriced Option, the vesting schedule was modified such that the
number of shares vesting on the applicable vesting commencement date was increased from 200,000 to 500,000 shares, constituting twenty-five
percent (25%) of the total number of shares subject to the Repriced Option, and providing for the vesting of the remainder of the shares
subject to the Repriced Options in two equal tranches of 750,000 shares on the first and second anniversaries of the applicable vesting
commencement date rather than over three years from the vesting commencement date, subject to the continued employment of the grantee
on the applicable vesting date and compliance with certain restrictive covenants. No other changes were made to the Repriced Options
as a result of the Repricing.
The
number of shares of Common Stock issuable upon the exercise of each of the Repriced Options (2.0 million shares), and the total number
of shares underlying all Repriced Options (4.0 million shares), remains the same number of shares as underlying the respective Eligible
Options surrendered, in accordance with the 2020 Plan. The Eligible Options previously had exercise prices ranging from $0.46 to $0.50
per share, and were granted in August 2025.
The
Compensation Committee approved the Repricing after multiple discussions, careful consideration of various alternatives and a review
of other applicable factors, including the diminished retention and incentive value of the Eligible Options since the onboarding of the
grantees in August 2025 and that the Exchange Program would better align employee incentives with the interests of stockholders.
The
Compensation Committee designed the Repricing to provide added incentive to retain and motivate the holders of the Repriced Options to
continue to work in the best interests of the Company and its stockholders without incurring stock dilution resulting from additional
equity grants or significant additional cash expenditures resulting from additional cash compensation.
Also
on April 30, 2026, the Compensation Committee approved the grant of performance-based restricted stock units (“PRSUs”) to
certain officers of the Company. The PRSUs were awarded in accordance with, and as permitted by, the 2020 Plan. As all of the PRSUs are
to have the same performance milestones and other terms and conditions (other than the actual grant amounts), the Compensation Committee
established a sub-plan of the 2020 Plan (the “Sub-Plan”) as the framework together with the 2020 Plan for the award of PRSUs
(each, an “Award” and collectively, “Awards”), with a fixed pool of PRSUs allocated to each of the five (5) performance
milestones set forth below. The award of PRSUs under the Sub-Plan is subject to stockholder approval of an amendment of the 2020 Plan
to increase the number of shares covered by the 2020 Plan to account for Awards under the Sub-Plan.
The
Compensation Committee may select such senior officers and directors of the Company as the Compensation Committee may designate to participate
in the Sub-Plan and receive Awards from time to time. The performance period for achievement of each of the performance milestones is
the four (4) year period beginning January 1, 2026 and ending December 31, 2029 (the “Performance Period”).
Subject
to stockholder approval, the total aggregate number of shares of Common Stock that may be issued under the Sub-Plan upon full satisfaction
of all Performance Milestones is 17,234,635 shares (the “Aggregate Pool”).
Each
Award will be comprised of the following Performance Milestones and each Performance Milestone will be allocated up to the specified
percentage of the Aggregate Pool:
| Performance Milestone | |
Sub-Pool (percentage of Aggregate Pool) |
| Last twelve month net sales from organic growth, for existing business lines greater than $11.0 million | |
20% |
| Last twelve month net sales from organic growth, for existing business lines greater than $13.0 million | |
20% |
| Last twelve month net sales from organic growth, for existing business lines greater than $15.0 million | |
30% |
| Company’s Market Capitalization of at least $50 million | |
15% |
| “Qualified Acquisition” consummated (having more than $10 million of revenue) | |
15% |
No
one participant shall, in the aggregate under the Sub-Plan, be granted or allocated more than thirty percent (30%) of the PRSUs allocated
to any Sub-Pool or under the Sub-Plan.
Subject
to stockholder approval, the total aggregate number of shares of Common Stock that may be issued under the Sub-Plan in settlement of
Awards granted and upon full satisfaction of all Performance Milestones with respect to such Awards is 11,202,513, which Awards have
been granted to the following officers of the Company:
| Name of Officer | |
Position | |
Percentage of the Aggregate Pool | |
Total Number of Shares of Common Stock Subject to PRSUs Awarded | |
| Eric Hines | |
President and Chief Executive Officer | |
30% | |
| 5,170,391 | |
| Keisha Harcum | |
Vice President of Finance | |
17.5% | |
| 3,016,061 | |
| Jason Papes | |
Senior Vice President, Global Head of Sales and Marketing | |
17.5% | |
| 3,016,061 | |
All
Awards will be in the form of stock-settled PRSUs, and subject to the terms and conditions of an award agreement (consistent with the
provisions of the Sub-Plan and the 2020 Plan). Each PRSU will be equivalent to one share of Common Stock and shall entitle the participant
to receive from the Company at the settlement thereof applicable to such PRSU one share of Common Stock. The dollar value of shares issuable
upon settlement of Awards is not calculable at this time.
Awards
with respect to a Performance Milestone shall vest upon achievement of each Performance Milestone, subject to certification by the Compensation
Committee that such Performance Milestone has been met, satisfaction of continued employment by the participant and the other requirements
set forth in the Sub-Plan, except that any part of an Award the Performance Milestone of which (other than with respect to a Qualified
Acquisition) is achieved within twelve (12) months after such grant to a participant shall be treated as if such Performance Milestone
was not so achieved for such participant.
If
a grantee’s service with the Company terminates for any reason prior to the achievement of the applicable Performance Milestone,
the right to any portion of the Award that has not vested prior to the grantee’s termination of employment will be forfeited in
full and cancelled without consideration as of the termination of employment; provided, that if a Performance Milestone is achieved while
the grantee is a service provider and thereafter the grantee experiences a termination of service for any reason (except if in connection
with the occurrence of a termination of employment for “cause”), such grantee shall not be deemed to have experienced a termination
of service solely for purposes of determining entitlement to such Award relating to Performance Milestones achieved prior to the termination
of service the achievement of which is thereafter certified by the Compensation Committee.
In
the event of a participant’s termination of service for cause, or a breach in any material respect of any provision of an agreement
between such participant and the Company or a violation of certain non-competition, non-disclosure or use covenants in the Sub-Plan,
all Awards granted to such participant (including any vested portion thereof) shall immediately terminate and be forfeited in its entirety,
and if the participant vests in any of his or her Award, within one year thereafter, the participant may, in the discretion of the Compensation
Committee, be required to re-deliver to the Company the shares delivered to the participant (or if such shares have been sold, their
aggregate selling price).
Upon
a Change in Control (as defined in the Sub-Plan), all Awards theretofore granted shall be deemed cancelled and terminated, except that
Awards corresponding to Performance Milestones achieved and certified prior to the Change in Control shall vest and settle in accordance
with the Sub-Plan, and PRSUs allocated to the Market Capitalization Performance Milestone shall be based on the imputed value of the
Company in such Change in Control transaction. No vesting or right to any shares or compensation will arise from any achievement of any
Performance Milestone occurring after a Change in Control. Upon the forfeiture of any Award, the forfeited PRSUs cannot be re-allocated
to any participant in the Sub-Plan.
The
Compensation Committee designed the Sub-Plan and awards thereunder to provide added incentive to retain and motivate senior executives
of the Company to continue to work in the best interests of the Company and its stockholders without incurring significant additional
cash expenditures resulting from additional cash compensation, and to promote the long-term growth and profitability of the Company and
its subsidiaries by providing long-term incentives to maximize stockholder value and otherwise contribute to the success of the Company.
The
foregoing description of the Sub-Plan and related award agreement is qualified in its entirety by reference to the Sub-Plan and form
of award agreement, copies of which are filed herewith.
The
foregoing disclosure is provided pursuant to Item 5.02(e) of Form 8-K.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description
|
| 10.1 |
|
Form of Option Exchange and Surrender Agreement |
| 10.2 |
|
Form of Notice of Stock Option Grant; Stock Option Agreement (for Repriced Options) |
| 10.3 |
|
2026 Performance Incentive Sub-Plan to the Amended and Restated 2020 Equity Incentive Plan |
| 10.4 |
|
Form of Award Agreement under 2026 Performance Incentive Sub-Plan |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
MILESTONE
SCIENTIFIC INC.
|
| |
|
| Dated:
May 6, 2026 |
By:
|
/s/
Eric Hines |
| |
|
Eric
Hines |
| |
|
Chief
Executive Officer |
