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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 |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 425
Eagle Rock Avenue |
|
07068 |
| Suite
403 |
|
(Zip
Code) |
| Roseland,
New Jersey |
|
|
| (Address
of principal executive offices) |
|
|
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 the exchange on which it is 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
1.01 – Entry into a Material Definitive Agreement
On
June 19, 2026, Milestone Scientific Inc. (the “Company”) entered into an agreement (the “New Osser Agreement”)
effective as of April 1, 2026 (the “Effective Date”) with Leonard Osser (“Osser”), a former Chairman and Chief
Executive Officer of the Company and currently the Managing Director, China Operations of the Company, and U.S. Asian Consulting Group
(“U.S. Asian”), a company of which Osser is a principal and together with his wife the sole members, to amend the following
agreements: (i) the Employment Agreement dated July 11, 2017 (the “Employment Agreement”) by and between the Company and
Osser, (ii) the Consulting Agreement dated July 10, 2017 (the “Consulting Agreement”) by and between the Company and U.S.
Asian; and (iii) the Succession Agreement dated April 6, 2021 (the “Succession Agreement” and, together with the Employment
Agreement and the Consulting Agreement, the “Osser Agreements”), by and among the Company, Osser and U.S. Asian, pursuant
to which the parties agreed to restructure the Employment Agreement and Consulting Agreement to provide for, among other things, (i)
the overall compensation under the Employment Agreement to be reduced by $100,000 to $200,000 per year, split equally between a cash
amount and an amount in shares, and (ii) the compensation under the Consulting Agreement to be increased by $100,000 to $200,000 per
year, equally split between a cash amount and an amount in shares, which shares were formerly payable under the Employment Agreement.
The
New Osser Agreement provides as follows:
(1)
With respect to the period prior to the Effective Date: (A) in view of the changing significance of the Company’s China operations],
the Consulting Agreement and the Succession Agreement (to the extent related to the Consulting Agreement but not the Employment Agreement)
was cancelled and terminated, without any further responsibility of the Company for any payments of compensation or other amounts or
benefits thereunder, whether in shares or cash, arising or accruing thereunder), and (B) all compensation and other amounts and benefits
owed by the Company under the Employment Agreement were waived by Osser, subject to, and conditioned upon, the full and complete (x)
payment of an aggregate of $64,080 past due amounts, (y) payment of $75,000 as a 1099 catch-up in respect of the period from July 2025
to March 2026, and (D) reimbursement of certain expenses for China travel and related expenses. The $50,000 of shares earned under the
Osser Agreements on or before March 31, 2026 are to be deliverable to Osser in accordance with the applicable terms thereof; all shares
earned in respect of any period thereafter were forfeited; and
(2)
With respect to the period from and after the Effective Date and through the expiration of the Employment Agreement on July 17, 2027
(such period, the “Employment Term” and such date, the “Expiration Date”): the Employment Agreement was modified
to the extent necessary to provide as follows: (A) the change in status of Osser to the Advisor to the Chief Executive of the Company,
(B) in full payment for services to be rendered by Osser to the Company during the Employment Term, Osser will be entitled to base compensation,
payable in cash, less applicable withholding, at the annual rate of $48,000 per year, and (C) the continuation of his health benefits
for himself and his wife and his car allowance (subject to certain caps).
Pursuant
to the New Osser Agreement, Osser and his wife also entered into lock-up agreements (each a “Lock-Up Agreement”), restricting
the transfer of their shares of the Company through April 20, 2027; provided, that such Lock-Up Agreement does not restrict the transfer
of 363,339 shares for which the legends had previously been removed.
If
the Company terminates Osser’s employment without cause (other than due to death or disability), or if Osser terminates his employment
for good reason (each as defined in the applicable agreement), or any payments due under the New Osser Agreement shall not be made within
thirty (30) days beyond the scheduled payment date (other than due to termination for death, disability or cause), he is entitled to
receive (i) any amounts payable under the New Osser Agreement prior to such termination, and (ii) a lump sum payment equal to all base
salary, car allowance and/or healthcare payments not so paid from the effective date of termination or default, as applicable, through
July 10, 2027, in lieu of any payments under any of the Osser Agreements arising in connection with the termination of Osser’s
employment or service relationship for any reason or due to the default by the Company.
A
copy of the New Osser Agreement and the form Lock-Up Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.
The
foregoing description of the material terms of the New Osser Agreement and the Lock-Up Agreement do not purport to be complete and are
qualified in their entirety by reference to such agreements as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.
Item
5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Resignation.
Shanth Thiyagalingam, a member of the Board of Directors (the “Board”) since 2025, was nominated to continue as a director
but has advised the Company that he has decided to devote his full time as chief executive officer of PainTEQ and to his family, and
not to run for re-election. He has agreed to continue as a director until June 30, 2025.
New
Directors. On June 19, 2026, the Board of Directors of the Company unanimously appointed, by the directors in attendance, Kelly Ulto
and Greg Shilling as independent directors of the Company.
Ms.
Ulto is currently a Clinical Professor at the Gabelli School of Business at Fordham University, where she focuses on audit, analytics,
and financial reporting. Prior to joining Fordham University in 2004, Ms. Ulto was a Senior Manager in the Audit Practice at KPMG LLP,
a global accounting and professional services firm. Ms. Ulto received a Bachelor of Science, Public Accounting, from Fordham University,
and a Master of Business Administration from Iona University. She is a Certified Public Accountant with over 30 years of experience in
audit, financial reporting, internal controls, and risk oversight.
Mr.
Shilling is currently Partner and General Manager of 121G and 10Bridge, technology consulting and services organizations focused on digital
transformation, software development, cybersecurity, and data interoperability. Prior to founding these organizations, Mr. Shilling spent
more than 17 years with Greenway Health in senior executive roles overseeing corporate development, strategic partnerships, enterprise
sales, and marketing. Mr. Shilling is a seasoned technology executive and entrepreneur with more than 30 years of leadership experience
across healthcare technology, software, interoperability, artificial intelligence, cybersecurity, SaaS, value-based care, and corporate
governance. He holds a Bachelor of Science in Finance from Auburn University.
The
Board has determined that Ms. Ulto is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
The
committees of the Board of Directors to which Ms. Ulto and Mr. Shilling have been appointed are as follows:
Kelly
Ulto: Audit Committee (Chair); Compensation Committee; and Nominating and Corporate Governance Committee; and
Greg
Shilling: Compensation Committee (Chair); Audit Committee; and Nominating and Corporate Governance Committee.
The
Board has determined that Ms. Ulto is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
In addition, the Board has determined that Ms. Ulto and Mr. Shilling each is independent within the meaning of the listing standards
of NYSE American and the applicable rules of the Securities and Exchange Commission, including Section 10A(m)(3) of the Securities Exchange
Act of 1934, as amended.
The
foregoing disclosure is provided pursuant to Item 5.02(d) of Form 8-K.
Executive
Chairman. On June 19, 2025, the Board, with Benedetta Casamento not in attendance, determined, in view of the increased role played,
and to continue to be played, by Ms. Casamento in the business and affairs of the Company, to approve the recommendation of the Compensation
Committee, electing Ms. Casamento as Executive Chairman. Prior to becoming Executive Chairman, Ms. Casamento has been the Chairman of
the Board of the Company as an independent director, devoting substantial time and effort to the Company. As Executive Chairman, she
is expected to enhance executive leadership, strategic oversight, investor engagement, and corporate development support for the Company.
Her duties and responsibilities as Executive Chairman include, without limitation, working collaboratively with the Chief Executive Officer
and senior management to establish and execute the Company’s strategic objectives, supporting corporate development initiatives,
including strategic partnerships, acquisitions, licensing opportunities, and commercial growth initiatives, assisting with investor relations
activities, capital markets initiatives, financing transactions, and communications with current and prospective investors, and advising
management on operational, financial, regulatory, and governance matters affecting the Company. For her services as Executive Chairman,
the Company has agreed to pay her, (1) a salary at the rate of $75,000 per year as supplemental cash compensation, (2) 115.385% of the
amount per year she would receive each year she is Executive Chairman if she remained an independent director and for being the chair
and member of the committees she was chair and a member for such period (the “Director Equivalent”), in equity awards, in
lieu of the equity she had previously been receiving as compensation in respect of such Board and committee service, and otherwise with
the same vesting and other terms as awards of equity to directors for such Board and committee service, and (3) a one-time grant of $100,000
of shares of restricted common stock of the Company vesting on July 1, 2026. For the current year, the amount referred to in clause (1)
above shall be $75,000, based on the Director Equivalent of $65,000. As Executive Chairman, Ms. Casamento would also be entitled to participate
in the employee benefit plans and programs of the Company in which other senior executives of the Company participate, subject to eligibility
requirements, enrollment criteria, and the other terms and conditions of such plans and programs. Ms. Casamento is no longer considered
an independent director, and she resigned from the committees on which she served.
On
June 24, 2026, Ms. Casamento and the Company entered into an employment letter agreement with respect to her status as Executive Chairman.
The foregoing description of the material terms of such letter agreement does not purport to be complete and is qualified in its entirety
by reference to such agreement as Exhibit 10.3 hereto.
As
previously disclosed in the Form 10-K filed by the Company on April 15, 2025 (the “2024 10-K”), on April 9, 2025, the Company
issued a series of promissory notes (the “Convertible Bridge Notes”) in the aggregate amount of $800,000 to certain directors,
including $200,000 to Ms. Casamento. The Convertible Bridge Notes are due April 9, 2028, and bear interest at the annual rate of prime
less 2.50% (but not less than zero), payable annually. All principal and interest is payable in cash and/or shares of Common Stock at
the sole discretion of the Company. The notes are convertible into shares of Common Stock by the holder at any time and by the Company
at maturity. If the Company sells equity securities in an equity financing for gross proceeds in excess of $4,000,000, the holders may
request repayment of their notes in either cash, shares of Common Stock or a combination of cash and shares; provided, that the holders
would then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment
of other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure
documentation, shall be in excess of the Company’s needs. The conversion rate for any issuance of shares of Common Stock is at
the then fair value of a share of Common Stock, but not less than $0.50. The notes are unsecured and have typical default terms.
As
previously disclosed in the Form 8-K filed by the Company on April 21, 2026, on April 20, 2026, the Company entered into a securities
purchase agreement with the purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”)
of an aggregate of 7,962,963 units (the “Units”), with each Unit consisting of (i) one share of the Company’s common
stock, par value $0.001 per share, and (ii) one warrant to purchase one share of Common Stock. The purchase price paid by the Purchasers
for each Unit is $0.27. Certain directors and officers participated in the Private Placement, purchasing an aggregate of $150,000 of
Units for cash and converting into Units a total of $351,000 in respect of Convertible Bridge Notes evidencing loans they made to the
Company in 2025, in each case at the same price and (except for such conversion of loans) on the same terms as all other securities offered
in the Private Placement. Ms. Casamento participated in the Private Placement by converting $87,750 of her Convertible Bridge Note.
In
connection with approval of the Private Placement, and pursuant to Section 144 of the Delaware General Corporation Law (the “DGCL”),
on April 13, 2026 an independent committee of the Board of Directors appointed in accordance with Section 144 of the DGCL, approved an
amendment of the Convertible Bridge Notes, solely to the extent necessary and solely with respect to the portion thereof to be applied
as consideration in the Private Placement, to permit the conversion and application of a portion thereof as purchase price for the securities
of the Company in the Private Placement, including the amendment of the $0.50 conversion floor therein to $0.27, at the same price and
on the same other terms as third party investors in the Private Placement, provided that, in order for the Company to be in compliance
with the NYSE American’s 20% Rule, the amount of Convertible Bridge Notes converted was limited as necessary to comply with applicable
NYSE American shareholder approval requirements, after the Company first accepts cash consideration in the Private Placement. The unconverted
portion of the Convertible Bridge Notes were amended and restated with the $0.50 pre-existing conversion floor but to reflect that the
$4,000,000 conversion threshold can be reached on a cumulative basis, including the Private Placement, rather than a single equity financing.
The
foregoing disclosure with respect to Ms. Casamento is provided pursuant to Item 5.02(c) of Form 8-K.
Item
7.01 — Regulation FD Disclosure
The
Company issued a press release on June 25, 2026,
announcing the restructuring of the Board, including the appointment of Kelly Ulto and Greg Shilling as independent directors of the
Company, and the election of Benedetta Casamento as Executive Chairman. The press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Agreement With respect to Compensation and Other Arrangements, by and between Milestone Scientific Inc., Leonard Osser and U.S. Asian Consulting Group, LLC dated as of April 1, 2026. |
| 10.2 |
|
Form of Lock-Up Agreements by Leonard Osser and Marilyn Elson in favor of Milestone Scientific Inc. |
| 10.3 |
|
Executive Chairman Agreement between the Company and Benedetta Casamento |
| 99.1 |
|
Press Release, with respect to the appointment of Kelly Ulto and Greg Shilling as independent directors |
| 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:
June 25, 2026
|
By:
|
/s/
Eric Hines |
| |
|
Eric
Hines, |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Milestone
Scientific Strengthens Board to Support Next Phase of Growth
Appoints
Two Independent Directors with Deep Healthcare, Technology and Financial Expertise
Chair
of the Board Transitions to Executive Chair to Drive Strategic Execution
ROSELAND,
N.J., June 25, 2026 (GLOBE NEWSWIRE) — Milestone Scientific Inc. (NYSE: MLSS), a leading developer of computerized drug
delivery instruments that provide painless and precise injections, today announced a series of strategic governance initiatives designed
to support the Company’s continued evolution and long-term growth. These actions include strengthening the Board of Directors with
two highly experienced independent directors, transitioning Board leadership to support closer strategic execution and aligning with
the Company’s founder through a restructured agreement that reinforces continuity and future focus.
As
part of these initiatives, Benedetta I. Casamento has transitioned from Chair of the Board to Executive Chair. In this expanded role,
she will work closely with the management team and the Board of Directors to provide strategic guidance, support execution of the Company’s
objectives and help position Milestone Scientific for its next phase of growth and value creation.
The
Company also announced the appointments of Greg Shilling and Kelly Ann Ulto as independent members of its Board of Directors. Together,
they bring extensive experience in healthcare technology, finance, corporate governance and strategic growth, further strengthening the
Board with capabilities aligned to the Company’s priorities.
“We
have made meaningful progress in advancing our strategic and commercial objectives, and these board enhancements position us well for
the next stage of the Company’s evolution,” said Eric Hines, Chief Executive Officer of Milestone Scientific. “Benedetta’s
transition to Executive Chair ensures continuity while enabling even greater strategic engagement with management. At the same time,
the addition of Kelly Ulto and Greg Shilling brings highly relevant expertise that strengthens our governance and supports our focus
on disciplined execution and, innovation.”
Greg
Shilling
Mr.
Shilling is a seasoned technology executive and entrepreneur with more than 30 years of leadership experience across healthcare technology,
software, interoperability, artificial intelligence and cybersecurity. Throughout his career, Mr. Shilling has advised technology companies
on growth strategy, investment and operational scaling.
He
currently serves as Partner and General Manager of 121G and 10Bridge, where he leads initiatives focused on digital transformation, software
development, cybersecurity and data interoperability. Previously, he spent more than 17 years at Greenway Health in senior executive
roles overseeing corporate development, strategic partnerships, enterprise sales and marketing. During his tenure, he contributed to
the company’s growth from an early-stage healthcare technology provider to a leading electronic health record software company,
including its involvement in public market activity, private equity transactions, mergers and acquisitions and strategic partnerships.
He holds a Bachelor of Science in Finance from Auburn University.
Kelly
Ann Ulto, CPA, MBA
Ms.
Ulto is a Certified Public Accountant with more than 30 years of experience in audit, financial reporting, internal controls and risk
oversight. She began her career at KPMG LLP, where she rose to Senior Manager in the Audit practice, leading client audit engagements
and evaluating control environments while working closely with senior leadership and audit committees.
Since
2004, Ms. Ulto has served as a Clinical Professor at Fordham University’s Gabelli School of Business, where she teaches audit,
analytics and financial reporting. She has maintained an active professional practice alongside her academic role, including delivering
technical audit training to KPMG professionals nationwide for more than 15 years. She has also developed fraud detection training for
the U.S. Securities and Exchange Commission, trained FINRA examiners in financial accounting and financial statement analysis and contributed
to AICPA Industry Guides.
Ms.
Ulto brings audit committee experience through her service on the Pelham Union Free School District Audit Committee from 2017 to 2025,
where she participated in audit planning, internal control oversight and financial reporting review. She previously served as Board Member
and Treasurer of the Pelham Art Center. Ms. Ulto holds an MBA in Information Decision Technology from Iona University and a Bachelor
of Science in Public Accounting from Fordham University.
Founder
Transition and Continued Advisory Role
The
Company also announced that it has entered into a restructured agreement with its founder Leonard (“Len”) Osser, reflecting
a collaborative transition that supports the Company’s governance evolution while aligning the interests of shareholders and the
Company. As founder, former Chief Executive Officer and former Board member, Mr. Osser has played a pivotal role in establishing Milestone
Scientific’s vision and advancing its technology platform.
“We
want to thank Len for his vision in founding Milestone Scientific and for his many contributions as our Chief Executive Officer and member
of the Board of Directors,” Hines added. “His leadership helped establish the foundation for the Company and advance the
innovative technology that continues to differentiate us today. We are pleased that Len will continue to support the Company as an advisor
and appreciate his willingness to restructure his prior contractual arrangements in a manner that benefits our shareholders and provides
the Company with greater flexibility moving forward.”
Additional
details regarding the board appointments and the agreement with Mr. Osser are included in the Company’s Current Report on Form
8-K filed with the U.S. Securities and Exchange Commission.
About
Milestone Scientific Inc.
Milestone
Scientific Inc. (MLSS) is a technology-focused medical research and development company that patents, designs, and develops innovative
injection technologies and instruments for medical and dental applications. Milestone Scientific’s computer-controlled systems
are designed to make injections precise, efficient and increase the overall patient comfort and safety. Their proprietary DPS Dynamic
Pressure Sensing Technology® instruments is the platform to advance the development of next-generation devices, regulating flow rate
and monitoring pressure from the tip of the needle, through platform extensions of subcutaneous drug delivery, including local anesthetic.
To learn more, view the MLSS brand video or visit milestonescientific.com.
Safe
Harbor Statement
This
press release contains forward-looking statements regarding the timing and financial impact of Milestone’s ability to implement
its business plan, expected revenues, timing of regulatory approvals and future success. These statements involve a number of risks and
uncertainties and are based on assumptions involving judgments with respect to future economic, competitive and market conditions, future
business decisions and regulatory developments, all of which are difficult or impossible to predict accurately and many of which are
beyond Milestone’s control. Some of the important factors that could cause actual results to differ materially from those indicated
by the forward-looking statements are general economic conditions, failure to achieve expected revenue growth, changes in our operating
expenses, adverse patent rulings, FDA or legal developments, competitive pressures, changes in customer and market requirements and standards,
and the risk factors detailed from time to time in Milestone’s periodic filings with the Securities and Exchange Commission, including
without limitation, Milestone’s Annual Report for the year ended December 31, 2025. The forward-looking statements in this press
release are based upon management’s reasonable belief as of the date hereof. Milestone undertakes no obligation to revise or update
publicly any forward-looking statements for any reason. Coding and payment decisions are determined solely by providers and payers based
on applicable laws and policies. Any potential Category I designation is determined solely by the American Medical Association and is
not guaranteed. Providers remain responsible for compliance with all applicable billing, coding, and regulatory requirements. Forward-looking
case submission expectations, reimbursement targets, and revenue estimates referenced herein are based on current program enrollment,
advisor commitments, and historical payer activity, and are subject to change based on clinical scheduling, payer processing timelines,
regulatory developments, and other factors. There can be no assurance that Category I designation, targeted reimbursement levels, or
projected revenue levels will be achieved.
Contact:
HAYDEN
IR:
James
Carbonara
(646)-755-7412
james@haydenir.com
Brett
Maas
(646)
536-7331
brett@haydenir.com
