Form 8-K
8-K — MILESTONE SCIENTIFIC INC.
Accession: 0001493152-26-030044
Filed: 2026-06-25
Period: 2026-04-30
CIK: 0000855683
SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)
Item: Entry into a Material Definitive Agreement
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-10.3 (ex10-3.htm)
EX-99.1 (ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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0000855683
0000855683
2026-04-30
2026-04-30
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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
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
Execution
Version (2)
Agreement
With
respect to
Compensation
and Other Arrangements
THIS
AGREEMENT, made as of April 1, 2026 (the “Effective Date”), is made by and among Leonard Osser, residing at 32 Camlet
Court, Roseland, New Jersey 07068 (“Executive”), U.S. Asian Consulting Group, LLC, a Delaware limited liability company
(“U.S. Asian”), and Milestone Scientific, Inc., a Delaware corporation having its office at 425 Eagle Rock Avenue,
Suite 403, Roseland, New Jersey 07068 (the “Company” and, together with Executive and U.S Asian, each “Party”
and collectively, the “Parties”).
RECITALS
A.
Executive is a principal and together with his wife the sole members of U.S. Asian; and
B.
The Company and Executive entered into an Employment Agreement dated July 11, 2017 (the “Employment Agreement”), and
the Company and U.S. Asian entered into a Consulting Agreement dated July 10, 2017 (the “Consulting Agreement”); and
C.
Pursuant to that certain Succession Agreement dated April 6, 2021 (the “Succession Agreement” and, together with the
Employment Agreement and the Consulting Agreement, as modified from time to time, the “Osser Agreements”), 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; and
D.
The parties now desire to modify the Osser Agreements in certain respects (references to the Employment Agreement and the Consulting
Agreement shall be deemed to refer to such agreements as modified by the Succession Agreement);
NOW,
THEREFORE, in consideration of the mutual covenants and premises herein contained, the Parties agree as follows:
1. TERMINATION
OF CONTRACTS; NEW ADVISOR
1.1
Prior to Effective Date. With respect to the period prior to the Effective Date, the Parties hereby agree that the Osser Agreements
and the Succession Agreement (to the extent related to the applicable Osser Agreement) shall be modified to the extent necessary to provide
as follows:
(a)
As of the Effective Date, (i) the Consulting Agreement and the Succession Agreement (to the extent related to the Consulting Agreement
but not the Employment Agreement) shall be 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, subject to paragraph
1.3 hereof, and (ii) all compensation and other amounts and benefits owed by the Company under the Employment Agreement shall be waived
by Osser, subject to, and conditioned upon, the full and complete payment to him of the following in full and complete satisfaction,
settlement and discharge of all such compensation, and other amounts and benefits due under the such agreements in respect of the period
ending on or before the Effective Date:
(i)
an aggregate of $59,080, comprised of $36,618 in respect of 2025 and $17,461 in respect of 2026, shall be payable in eight (8) equal
monthly installments of $6,760 (comprised of $4,577 and $2,183, respectively) commencing ten days after the day of the month during which
this Agreement shall be executed by the Parties and on the same date of each of the next seven (7) months thereafter (each a “Scheduled
Payment Date”), provided, that if this Agreement shall be executed by the Parties on or before June 19, 2026, the Company shall
pay in a lump sum the monthly installments for May and June hereunder within ten (10) calendar days thereafter (the “first Scheduled
Payment Date”) and each such other installment on the same day of the month commencing July, 2026 as the third Scheduled Payment
Date (for clarity, if this Agreement shall be executed by the Parties after June 26, 2026, the first Scheduled Payment Date shall not
be before July 26, 2026).
(ii)
$5,001 in respect of 2025 and 2026 health insurance, shall be payable in full on the first Scheduled Payment Date.
Such
amounts shall be paid through payroll according to the Company’s standard payroll schedule and practices in effect from time to
time, subject to payroll tax deductions and withholdings required by law or (to the extent consistent with applicable law) authorized
by Executive.
(b)
U.S. Asian shall be entitled to a 1099 catch-up in the aggregate amount of $75,000, comprised of $50,000 in respect of the period from
July to December 2025 and $25,000 in respect of the period from January to March 2026, payable in eight (8) equal monthly installments
of $9,375 (comprised of $6,520 and $3,125, respectively). The monthly payment for May and June will be made on the first Scheduled Payment
Date and the additional payments on each of next seven (7) Scheduled Payment Dates thereafter.
(c)
An aggregate of up to $23,600 in respect of expense reimbursement, comprised of the following:
(i)
Up to $14,000 in respect of reimbursement for China travel from April 1, 2026 through December 31, 2026, shall be payable within 15 days
of the submission of the receipts for travel; it being acknowledged that such $14,000 is an estimate and will be trued up upon receipt
by the Company of appropriate receipts or other evidence of payment; and
(ii)
$9,600 in respect of reimbursement for China apartment lease and utility expenses, shall be payable in two (2) equal installments of
$4,800 on the second and fifth Scheduled Payment Dates.
2
(d)
The $50,000 of shares earned under the Osser Agreements on or before March 31, 2026 shall be deliverable to Osser in accordance with
the applicable terms thereof; all shares earned in respect of any period thereafter shall be forfeited and no longer deliverable.
Except
as set forth above, and in paragraph 1.3 hereof, neither the Company or any affiliate thereof, on the one hand, shall owe Osser, U.S.
Asian or any affiliate thereof, on the other hand, any compensation or other amounts or benefits under any of the Osser Agreements or
any other agreement between or among any of them in respect of the period on or before the Effective Date.
1.2
Employment Agreement. 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 shall be modified to the extent necessary to provide as follows:
(a)
Terms defined in this Agreement and in the Employment Agreement or Succession Agreement shall have the meaning therein as set forth in
this Agreement.
(b)
Subject to the terms and conditions hereof, the Company employs Executive and Executive accepts such employment for the period commencing
on the Effective Date and ending on the Expiration Date as Advisor to the Chief Executive of the Company (the “CEO”), unless
the Employment Term is terminated as provided in the Employment Agreement. In such capacity, Executive shall (i) work with and provide
advice to the CEO on various business and financial strategies for the Company and (ii) use his reasonable efforts to keep the CEO informed
of all corporate business opportunities which shall come to his attention and appear beneficial to the Company’s business so that
the Company can obtain the benefits from his knowledge and experience. Executive shall report to, and be subject to, the direction of
the CEO. Executive shall work on a part time basis and, subject to the limitations set forth above, shall devote such time, energy and
attention as the Executive believes is reasonably necessary to the business of the Company. Any travel by the Executive shall be limited
to travel to China.
(c)
In full payment for services to be rendered by Executive to the Company, during the Employment Term, Executive shall be entitled to base
compensation, payable in cash, less applicable withholding, at the annual rate of $48,000 per year, at the rate of $4,000 per month,
pro-rated for partial months during the Term (“Base Salary”), payable in installments according to the Company’s
standard payroll schedule and practices in effect from time to time. All Base Salary payments will be subject to payroll tax deductions
and withholdings required by law or (to the extent consistent with applicable law) authorized by Executive.
3
(d)
During the Employment Term, Executive shall be entitled to the following additional benefits:
(i)
Executive and his eligible dependents shall have the right to participate in any retirement plans (qualified and non-qualified), pension,
insurance, health, disability or other benefit plan or program that has been or is hereafter adopted by the Company (or in which the
Company participates), according to the terms of such plan or program and applicable law, on terms no less favorable than the most favorable
terms granted to senior executives of the Company similarly situated; provided, that the aggregate contribution of the Company for health
insurance and such other benefits and plans shall be up to $2,060 per month, or an aggregate of $29,527 (the “Healthcare Payment”),
and the cost of such coverage or benefits in excess of such amount shall be available at Executive’s expense. The Company reserves
the right to change, terminate and rescind any of its benefit plans and programs, alter employee contribution levels or replace any of
such plans or programs at its discretion; provided, that Executive shall be treated similarly to other employees of the Company similarly
situated, except that notwithstanding any such change, termination or rescission, the Executive shall continue to receive the Healthcare
Payment during the Employment Term ; and
(ii)
a monthly car allowance in the amount of $1,200 per month, or an aggregate of $17,200 (the “Car Allowance”).
(e)
Except as provided paragraph in 1.1(c), during the Employment Term, Executive shall not be entitled to receive reimbursement for expenses
incurred by him in performing services hereunder unless approved in writing by the CEO, and if and the extent approved shall be entitled
reasonable reimbursement consistent with such approval, provided that such expenses are incurred and accounted for in accordance with
the policies and procedures established by the Company.
(f)
Except as set forth above, neither the Company nor any affiliate thereof, on the one hand, shall owe Osser or any affiliate thereof,
on the other hand, any compensation or other amounts or benefits under any of the Osser Agreements or any other agreement between or
among any of them in respect of the period after the Effective Date.
1.3
Treatment of Deferred Stock. Notwithstanding the termination of the Consulting Agreement, the change in status set forth above
or the forfeiture of shares of stock, the trigger for any deferred stock vested or to vest prior to the Expiration Date in Executive
or U.S. Asian shall be the expiration or termination of the Employment Term, and for the avoidance of doubt Executive shall be entitled
at the expiration of the Employment Term for any reason to all compensatory and other benefits (including shares of Company stock) theretofore
deferred and then earned by him under any of the Osser Agreements contract, plan or agreement prior to the termination thereof, providing
for the payment of benefits or compensation upon, following or in connection with a termination of Executive’s employment; provided,
that if Executive is a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) of the Internal
Revenue Code of 1986, as amended(the Code”) (or any successor provision), no payment in connection with Executive’s termination
of employment (other than a payment of salary through the date of such termination, unpaid amounts due under paragraph 1.1 and payments
on account of termination of employment by reason of death) shall be made until the date which is six (6) months and one day after the
date of the termination of the employment of Executive (or, if earlier, the date of death of Executive); and provided further, if the
Company determines based upon written advice of counsel that any such payment if made during the calendar year that includes the termination
date would not be deductible in whole or in part by reason of Code § 162(m), such payment shall be made on January 2 of the following
calendar year (or such later date as may be required under the preceding proviso if Executive is a “specified employee”).
4
1.4
Lock-Up Agreement. The execution, delivery and performance of a lock-up agreement by Osser and his wife is a material inducement
to, and a condition for, the Company to perform its obligations under this Agreement. The Parties agree that Osser and his wife will
execute and deliver to the Company a lock-up agreement (the “Lock-Up Agreement”), restricting the transfer of their
shares of the Company substantially similar to the lock-up agreement delivered to the Company by BP4 S.r.l., societa’ a responsabilita’
limitata in liquidazione, in connection with a private placement by the Company and in form satisfactory to the Company; provided, that
such Lock-Up Agreement shall not restrict the transfer of up to an aggregate of 363,339 shares.
1.5
Termination Other than for Cause; Failure to Pay. (a) If the Company terminates Executive’s employment under the Employment
Agreement without “Cause,” other than due to Executive’s death or Disability, or if the Executive terminates his employment
for “Good Reason” (both as defined in the Employment Agreement), or any payments due under this Agreement shall not be made
within thirty (30) days beyond the scheduled payment date (other than due to termination for death, Disability or Cause), neither Executive
nor his beneficiary nor his estate shall have any rights or claims against the Company, except Executive shall have the right to receive
(i) any earned but unpaid Base Salary and Car Allowance payments (and Healthcare Payment) payable prior to such termination; provided,
that if such unpaid amount shall not be paid by the Company within ten (10) days after the Company receives written notice from Executive
declaring such default, including the amount not paid, Executive shall be paid in one lump sum payment within 15 days following such
termination, an amount, without duplication, equal to all Base Salary, Car Allowance and/or Healthcare Payments not so paid from the
effective date of termination hereunder or default, as applicable, through the remainder of the Employment Term (collectively, “Severance”)
and (ii) any amounts due under paragraph 1.1 that have not been paid, which shall become immediately due and payable. This payment shall
be in lieu of any payments under any of the Osser Agreements arising in connection with the termination of Executive’s employment
or service relationship for any reason or due to the default by the Company. Executive shall not be required to mitigate the amount of
any payment received pursuant to this paragraph nor shall the amount payable under this paragraph be reduced by any compensation earned
by Executive after the date of his termination of employment. Any Severance earned hereunder shall be in lieu of any other claim for
compensation whether under this Agreement, or under any wage continuation law or at common law or otherwise, or any and all claims to
severance or similar payments or benefits which Executive may otherwise have or make.
5
(b)
Release. Notwithstanding anything to the contrary in this Agreement, payment of Severance shall be subject to and conditioned
on (i) Executive’s resignation from any positions Executive may hold as an officer, director, manager or fiduciary of the Company
and any subsidiary, (ii) Executive delivering to the Company an executed copy of a release in form and substance satisfactory to the
Company (the “Release”), within thirty-five (35) days following Executive’s termination of employment (the “Release
Period”) and such release becoming effective, enforceable and irrevocable in accordance with its terms, and (iii) Executive’s
continued compliance with the Company’s proprietary information, invention assignment and confidentiality policies, insider trading
policy, Lock-Up Agreement and any other contractual or statutory legal obligation relating to non-competition, non-solicitation of clients
or business partners, non-solicitation of employees, confidentiality, duty of loyalty, fiduciary duties, interference with contractual
relations or economic advantage, unfair competition, or misuse of proprietary information or property under any written agreement or
statute, in effect from time to time, in favor of the Company; provided, that in the event of a claimed breach under this clause (iii),
the Company shall provide Executive with notice and fifteen (15) days to cure such breach, to the extent reasonably susceptible to cure.
If the dates of the Release Period include two (2) different calendar years (that is, includes December 31 of one year and the next day
(January 1) of the first day of next year), then payments that would otherwise have been made prior to the end of the Release Period
will be made, after the release becomes irrevocable, in a lump sum on the first payroll date that occurs in the next calendar year.
1.6
Certain Continuing Rights. Notwithstanding anything to the contrary in the foregoing, Executive shall continue to have any rights
(a) in the nature of indemnification which Executive may have with respect to claims against Executive relating to or arising out of
his employment with the Company any benefit to which Executive is entitled under any tax qualified pension plan of the Company, or any
other similar benefits required to be provided by statute, and (b) in respect of the shares or other securities or options to purchase
shares or other securities of the Company owned or held by Executive as of the date of termination, in all cases in accordance with the
terms of the plan, agreement or arrangement governing such rights, it being the intention and agreement of the Company that whether Executive
shall be deprived or be entitled to retain by reason of any termination of employment any payments, options or benefits which have been
vested or have been earned or to which Executive is entitled as of the effective date of such termination shall be governed by the terms
of payment, grant or benefits or written agreement between the Company and Executive.
1.7
Deductions and Withholding. The Parties agree that the Company shall be entitled to withhold from any and all payments required
to be made by it pursuant to this Agreement all federal, state, local and/or other taxes which it determines are required to be withheld
in accordance with applicable statutes and/or regulations in effect from time to time as well as all elected deductions.
1.8
Company Policies. Executive’s employment is subject to, and he shall comply with, the Company’s Code of Conduct and
all other applicable personnel policies, procedures, and guidelines, including without limitation the Company’s Insider Trading
Policy and Cyber Security Policy, as may be adopted or amended by the Company from time to time. In the event Executive identifies a
conflict between the Code of Conduct of the Company that prevents compliance, Executive will promptly notify the Company in writing and
the Company will thereafter work to remove such conflict.
6
1.9
Outside Activities. Notwithstanding the foregoing, during the Employment Term, Executive may engage in the following activities
(and shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not interfere
in any respect with the performance of Executive’s duties and responsibilities hereunder (a) serve on corporate, civic, religious,
educational and/or charitable boards or committees, provided that Executive shall not serve on any board or committee of any corporation
or other business which competes or plans to compete with the Company’s business; and (b) make investments in businesses or enterprises
directly or indirectly on behalf of himself and family members and manage his and their personal investments; provided that with respect
to such activities Executive shall comply with any business conduct and ethics policy, including, but not limited to, the Company’s
Insider Trading Policy, applicable to employees of the Company.
2. GENERAL
2.1
Binding. This Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their respective heirs,
executors, successors, assigns and/or legal representatives.
2.2
Entire Agreement; Amendment. This Agreement, together with the Employment Agreement, constitutes the entire and only agreement
between the Parties with respect to the subject matter hereof and all other prior negotiations, representations, agreements, and understandings
are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by a written document signed by the
Company and Executive, in the case of a change in any of the rights or obligations of Executive or U.S. Asian under this Agreement. Except
as set forth in this Agreement, the Employment Agreement shall continue in full force and effect.
2.3
Notice. Any notice required by this Agreement must be given by email or other electronic transmission, by personal delivery (including
delivery by reputable messenger services such as Federal Express) or by prepaid, first class, certified mail, return receipt requested,
addressed to each Party at the email address of such Party or the address of such Party set forth in the agreement pursuant to which
the compensation payable to such Party shall be payable, or other addresses as may be given from time to time under the terms of this
notice provision, and if to the Company, to it at 425 Eagle Rock Avenue, Roseland, NJ 07068, Attention Chief Executive Officer, with
a copy to Lawrence M. Bell, Tarter Krinsky & Drogin LLP, 1350 Broadway, New York, NY 10018; LBell@tarterkrinsky.com.
2.4
Precedence. In the event of any conflict or inconsistency between the Employment Agreement and this Agreement, this Agreement
shall govern.
2.5
Representations of authority to execute. Osser represents that he is authorized to execute this Agreement of behalf of U.S. Asian.
Hines represents that the Board of Directors of the Company has reviewed and approved this agreement and that he is authorized by the
Board of Directors to execute this Agreement on behalf of the Company.
2.6
Headings. Headings are included herein for convenience only and shall not be deemed to affect the meaning or construction of any
provision hereof.
2.7
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without
regard to the principles of conflict of laws thereof.
2.8
Counterparts. This agreement may be signed in counterparts and by electronic signature, each of which shall be deemed an original
and all of which together shall constitute one and the same agreement.
[The
remainder of the page is intentionally left blank]
7
IN
WITNESS WHEREOF, Parties hereto have duly executed this Agreement.
Milestone Scientific, Inc.
By:
/s/ Eric Hines
Name:
Eric Hines
Title:
President and CEO
U.S. Asian Consulting Group, LLC
By:
/s/ Leonard Osser
Name:
Leonard Osser
Title:
Managing Member
/s/
Leonard Osser
Leonard Osser, individually
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
Exhibit
10.2
FORM
OF LOCK-UP AGREEMENT
June
19, 2026
Milestone
Scientific Inc.
425
Eagle Rock Road, Ste 403
Roseland,
NJ 07068
Re:
Amendment to Services Agreement effective as of April 1, 2026
with Milestone Scientific, Inc.
Ladies
and Gentlemen:
The
undersigned acknowledges that Milestone Scientific, Inc. (the “Company”) and the undersigned are substantially contemporaneously
herewith amending certain service agreements between the Company and the undersigned or an affiliate of the undersigned (the “Service
Agreements”).
The
undersigned irrevocably agrees with the Company that, from June 19, 2026 until April 20, 2027 (such period, the “Restriction
Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into
any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned), directly
or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any common
shares of the Company or securities convertible, exchangeable or exercisable into, common shares of the Company beneficially owned, held
or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. The undersigned also agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar relating to the transfer of the undersigned’s shares of Common Stock except in compliance
with this letter agreement. The Company may consent to an early release from the Restriction Period if, in its sole and absolute discretion,
the market for the Securities would not be adversely impacted by sales and in cases of financial emergency; provided, however,
that if the Company grants an early release to, or otherwise waives or terminates the restrictions applicable to other shareholders of
the Company who executed lock-up agreements in form and substance substantially analogous to this letter agreement in connection with
the private placement of shares and warrants recently completed by the Company such release, waiver or termination shall apply to the
undersigned on identical terms and conditions on a “most favored party” basis.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives
a signed lock-up letter agreement (in the form of this letter agreement) for the balance of the Restriction Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value,
(3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and
no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee,
as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:
i)
as
a bona fide gift or gifts;
ii)
to
any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
undersigned (for purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin);
iii)
to
any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the
undersigned and/or the immediate family of the undersigned;
iv)
if
the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation,
partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form
of a distribution to limited partners, limited liability company members or stockholders of the undersigned;
v)
if
the undersigned is a trust, to the beneficiary of such trust; or
vi)
by
will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
family of the undersigned.
In
addition, notwithstanding the foregoing, this letter agreement shall not restrict the delivery of common shares to the undersigned upon
(i) exercise any options granted under any employee benefit plan of the Company (ii) the exercise of warrants, or (iii) the delivery
of common shares to the undersigned pursuant to equity plans of the Company, deferral arrangements of the undersigned with respect to
shares of the Company or the Service Agreements; provided that in each case of clause (i), (ii) or (iii), such common shares delivered
to the undersigned are subject to the restrictions set forth in this letter agreement.
Notwithstanding
anything contained in this letter agreement, this letter agreement shall not restrict the transfer of any of the 363,339 shares for which
the legend has been removed in May 2026 that have been or are during the Restriction Period sold, hypothecated, pledged or otherwise
disposed of.
The
undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to the Company
to amend the Service Agreements and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder.
The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement,
that the undersigned has received adequate consideration therefor and that the undersigned will directly and indirectly benefit from
the amendment of the Service Agreements.
This
letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.
This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action
or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action
or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is in any way any right to serve process in
any manner permitted by law. The undersigned agrees and understands that no issuance or sale of the Securities is created or intended
by virtue of this letter agreement.
This
letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Company.
This
letter agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provisions hereof be enforced by, any other Person.
***
SIGNATURE PAGE FOLLOWS***
This
letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.
Signature
Print Name
Position in Company, if any
Address for Notice:
32 Camlet Court
Roseland, New
Jersey 07068
By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.
Milestone
Scientific, Inc.
By:
Name:
Eric Hines
Title:
President & CEO
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 4
Exhibit
10.3
As
of June 19, 2026
Benedetta
Casamento
346
Hillcrest Road
Englewood,
NJ 07631
Dear
Benedetta:
On
behalf of the Board of Directors of Milestone Scientific Inc. (the “Company”), I am pleased to confirm your appointment
as Executive Chairman (or if you prefer, Executive Chairwoman or Executive Chair) of the Board of Directors, effective June 19, 2026
(the “Effective Date”).
1.
Position; Duties. The Company hereby offers you employment as Executive Chairman of the Board of Directors (the “Board”)
of the Company, with an annual salary as described in the Employment Offer Summary attached to this letter. By acceptance of this offer,
you agree to perform the duties and services outlined in the Employment Offer Summary attached hereto, and such other duties and services
as are customary for an executive chairman of a company such as the Company and other duties and services as the Board may reasonably
request commensurate with your position as Executive Chairman and (a) to devote such business time and attention to the business and
affairs of the Company and to use your reasonable best efforts to perform faithfully and diligently the duties and responsibilities of
your position to accomplish the goals and objectives of the Company as may be reasonably necessary, and (b) adhere to the Company’s
procedures and policies. During your employment with the Company, you may not directly or indirectly render services to any other person
or organization for which you could not render such services as an independent director, it being understood that you may engage in the
following activities (and shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long
as they do not interfere in any material respect with the performance of your duties and responsibilities hereunder: (i) serve on any
board or committee of, or render services to, any company or organization exempt from taxes under or otherwise described in Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended (the “Code”), or Section 501(c)(4) of the Code, (ii) serve on any
board or committee of, or render service to, any other corporation or organization, association or initiative, provided that any such
corporation or organization does not manufacture, market or sell any computer-controlled local anesthesia delivery (CCLAD) device or
system or other advanced, electronic system that automates the injection of dental or medical anesthesia (a “Competitor”),
(ii) excluding any equity or other investment held immediately prior to the date hereof, make, hold and sell passive equity investments
of not more than five percent (5%) in any public company, business or enterprise which is a Competitor, and (iii) serve as trustee for,
and manage personal, family and friends investments.
Your
position is an exempt salaried position. Accordingly, you may work additional hours beyond the Company’s normal business hours
if required by the nature of your job duties, and you would not be eligible for overtime pay for such additional work.
Your
employment at the Company is “at will.” This means that, just as you may resign from the Company at any time for any reason
or no reason, the Board has the right to terminate your status as Executive Chairman at any time with or without cause or notice; provided,
that you may be removed as a director of the Company solely in accordance with the by-laws of the Company and applicable law; it being
understood that the Company is not under any obligation to continue to nominate you as a director. Your “at-will” status
may not be altered in any way except by an express written agreement signed by you and the Company, and such agreement is expressly acknowledged
as an employment contract. In the event of any termination, the compensation provided for herein shall be paid to you for all periods
up to the effective date of termination.
2.
Compensation: Your initial base salary will be as set forth in the Employment Offer Summary attached to this letter, less applicable
deductions and withholdings, payable in accordance with the Company’s standard payroll practices. Your base salary may be reviewed
and adjusted from time to time by the Company.
3.
Equity Incentives: Upon your acceptance of your status as Executive Chairman on the terms and conditions set forth in this letter,
you will be entitled to the equity as set forth in the Employment Offer Summary attached to this letter, subject to the terms of the
Company’s Amended and Restated 2020 Equity Incentive Plan and your entering into and satisfaction of the conditions set forth in
the customary agreements of the Company with respect to such equity.
You
acknowledge that all shares of Common Stock issuable to you hereunder (the “Shares”) shall be acquired for investment purposes
and not for distribution thereof and will not be sold or otherwise disposed of in violation of the Securities Act of 1933, as amended
(the “Securities Act”), and the rules and regulations promulgated thereunder. No Shares shall be issued pursuant to this
Agreement unless and until such issuance shall comply with all relevant provisions of applicable law, including the requirements of any
stock exchange upon which shares of the Company then may be traded. If you are an officer or director of the Company, or more than 10%
stockholder in the Company, and the Shares are the subject of a registration statement on Form S-8, you acknowledge and agree that the
Shares delivered may be deemed to be “control securities” under Rule 144 promulgated under the Securities Act and, accordingly,
the resale of the Shares may be restricted under Rule 144 and the certificates representing such Shares may contain the restrictive legend
under the Securities Act. You agree not to sell or otherwise dispose of any Shares in any manner which would constitute a violation of
any applicable federal or state securities laws, or insider trading or other policies of the Company.
Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company,
in its sole discretion, to satisfy any or all income tax, social insurance, payroll tax, withholding, payment on account or other tax-related
items related to your participation in the Plan, the receipt of cash, the grant or vesting of rights to purchase equity or the issuance,
delivery or vesting of Shares and legally applicable to you (“Tax-Related Items”), and the Company will remit the total amount
withheld or received for Tax-Related Items to the appropriate tax authorities. The tax consequences to you (including without limitation
federal, state, local, and foreign income tax consequences) with respect to all compensation payable to you hereunder (including without
limitation the grant, vesting, and/or delivery of Shares) are your sole responsibility. The Company will issue you a Form W-2 to report
the compensation for the fair market value of the Shares delivered hereunder.
YOU
UNDERSTAND THAT YOU MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF YOUR VESTING, RECEIPT OR DISPOSITION OF SHARES. YOU REPRESENT
(A) THAT YOU HAVE CONSULTED WITH YOUR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS AND YOUR FILING, WITHHOLDING,
AND PAYMENT (OR TAX LIABILITY) OBLIGATIONS IN CONNECTION WITH THE VESTING, RECEIPT OR DISPOSITION OF SHARES, IN EACH CASE TO THE EXTENT
YOU DEEM NECSEESARY, AND (B) THAT YOU ARE NOT RELYING ON A COMPANY FOR ANY TAX ADVICE.
Page 2 of 9
Notwithstanding
anything herein to the contrary, if any payment of money or other benefits due to you hereunder could cause the application of an accelerated
or additional tax or penalty under Section 409A of the Internal Revenue Code (the “Code”), such payment or other benefits
will be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code (for instance, if you
are a “specified employee” within the meaning of Section 409A of the Code and you receive a payment or benefit constituting
deferred compensation hereunder at or a specified time following a separation from service, such payment or benefit shall not be delivered
to you until the earlier of your death or six months and one day following your separation from service), or otherwise any such payment
or other benefits that would not be in compliance with Section 409A of the Code so as to avoid accelerated or additional taxation or
penalties thereunder will be restructured but not reduced, to the extent possible, in a manner, reasonably determined by the Company,
that does not cause such an accelerated or additional tax or penalty. This Agreement is intended to comply with Section 409A of the Code
and will be interpreted accordingly and will be automatically modified to the extent necessary to so comply. With regard to any payment
or benefit that constitutes a deferral of compensation subject to Section 409A of the Code, references under this Agreement to your termination
of employment shall be deemed to refer to the date upon which you have experienced a “separation from service” within the
meaning of Section 409A of the Code. Each payment made under this Agreement constitutes a “separate payment” for purposes
of Section 409A of the Code. It is intended that each such separate payment, to the maximum extent possible, be deemed to constitute
a short-term deferral under Treasury Regulation §1.409A-1(b)(4) and, to the extent not excluded as a short-term deferral, to the
maximum extent possible and applying this rule to the earliest in time of such payments, be deemed to constitute amounts payable under
the “two-years/two-times” exclusion from being a deferral of compensation under Treasury Regulation § 1.409A-1(b)(9)(iii).
To the extent any reimbursements or in-kind benefits due to you under this Agreement constitute “deferred compensation” under
Section 409A of the Code, any such reimbursement or in-kind benefits shall be paid to you in a manner consistent with Treasury Regulation
§ 1.409A-3(i)(1)(iv). The foregoing and other provisions of this Agreement notwithstanding, you will be responsible for all taxes
(including excise taxes and tax penalties) owed by you relating to your compensation hereunder or otherwise paid by the Company or any
of its affiliates, and the Company and its affiliates shall not and does not indemnify you any such taxes owed by you.
You
shall not have any rights, benefits, or entitlements with respect to Shares unless and until those Shares are delivered to you (and thus
shall have no voting rights, or rights to receive any dividend declared, before those Shares are so delivered). On or after delivery,
you shall have, with respect to the Shares delivered, all of the rights of a holder of Shares granted pursuant to the certificate of
incorporation and other governing instruments of the Company, or as otherwise available at law, subject nevertheless to the terms of
any grant or award documents or other agreement entered into by you with respect to such Shares.
Neither
any Shares nor any rights to receive any thereof or rights therein shall be transferable unless and until the Shares have been delivered
to you in accordance with this Agreement. Any attempt to effect a Transfer of any Shares or any rights therein prior to the date on which
the Shares have been delivered to you shall be void ab initio. For purposes of this Agreement, “Transfer” shall mean any
sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to
those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law,
by court order, by judicial process, or by foreclosure, levy or attachment.
4.
Benefits; Vacation: During your employment with the Company, you will 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. The Company reserves the right to change, terminate and rescind
any of its benefit plans and programs, alter employee contribution levels or replace any of such plans at its discretion.
Page 3 of 9
In
addition to public holidays on which the business of the Company is officially closed in accordance with the Company’s holiday
policy, you will be entitled to personal time off or vacation time as set forth in the Employment Offer Summary attached to this letter.
5.
Company Materials. All materials, computers, devices, records and documents (including without limitation originals and copies,
and whether in print, electronic or in other media), generated by you or coming or having come into your possession in connection with
your employment with the Company or any of the Company’s affiliates, including trade secrets and other proprietary information
(collectively, “Company Materials”), shall be the sole property of the Company or its applicable affiliate, as the
case may be. Promptly following any termination of your employment, or promptly upon request of the Company at any time, you agree to
deliver all Company Materials to the Company and to use your best efforts to permanently delete and erase all proprietary information
of the Company from all computers and other storage media in your personal possession or under your control and not otherwise required
to be, and in fact, delivered to the Company.
6.
Confidentiality and Work for Hire. In addition to this letter, if you have not already done so, on your first day of work under
this letter, you will be required to sign the Company’s standard form of Employee Proprietary Information, Inventions and Non-Solicitation
Agreement, a copy of which will be furnished to you on or prior to such date. Your offer of employment with the Company is contingent
upon you signing and delivering such agreement to the Company.
7.
No Conflicts. You hereby represent and warrant that you are not party to any agreement, contract or understanding, whether of
employment, consultancy or otherwise, including any confidentiality, non-solicitation, non-competition or a similar agreement, in conflict
with this agreement or which would in any way restrict or prohibit you from undertaking or performing services for the Company or any
of its affiliates. During your employment with the Company, you may not engage in any other activities that inhibit or prohibit the performance
of your duties to the Company or inhibit or conflict in any way with the business of the Company.
8.
Other Conditions. Your employment by the Company is subject to satisfactory proof of your right to work in the United States and
the completion, with results satisfactory to the Company, of any Company-required background, reference, drugs and other customary checks.
If, based upon a unique circumstance, you commence work before the Company has completed its inquiry, you will be deemed a conditional
employee.
9.
Miscellaneous. These employment terms (including the attached Employment Offer Summary and Acknowledgment and Agreement and the
agreements referred to herein and therein) set forth the entire understanding and agreement between you and the Company, supersede any
and all prior agreements or understandings between you and the Company, and may be modified, amended or supplemented only by a writing
signed by the Company and you. This agreement is to be governed by the laws of the State of New Jersey, without reference to conflicts
of laws principles. This agreement is not intended to conflict with or induce you to violate any existing contractual or other obligations
that you have to any other person or entity.
We
appreciate your leadership and commitment to the Company and look forward to your continued contributions to the Company’s success.
Page 4 of 9
To
confirm your employment with the Company on the terms set forth herein, kindly sign and date the Acknowledgement and Agreement below
and scan and email the signed copy to me at your earliest convenience. This offer must be accepted on or before June 24, 2026 and will
be deemed to have been withdrawn if your executed Acknowledgement and Agreement is not received by the undersigned on or before such
date.
Sincerely,
Milestone
Scientific Inc.
/s/
Eric Hines
Name:
Eric
Hines
Title:
President
& Chief Executive Officer
Page 5 of 9
ACKNOWLEDGEMENT
AND AGREEMENT
I
have read, understand and accept the foregoing terms and conditions of employment and understand my employment with the Company is contingent
on background, reference and other checks by the Company except to the extent I am advised in a separate writing referencing this agreement
that such checks are waived, and satisfactory proof of my right to work in the United States.
I
understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes “at-will” employment.
I acknowledge that this employment relationship may be terminated at any time with or without cause or for any or no cause, at the option
either of the Company or myself. I further understand that no contract of employment other than “at will” has been expressed
or implied, and that no circumstances arising out of my employment will alter my “at will” employment relationship. In the
event of any termination, the compensation provided for herein will be paid to me for all periods up to the effective date of termination
and only as stated otherwise in this agreement; the terms of any grant or other documents with respect to the award or purchase of equity
or rights with respect to equity shall stand on their own.
I
represent and warrant that, except as previously disclosed to the Company or its counsel in writing: (i) I have the full right and authority
to enter into employment with the Company on the foregoing terms and conditions of employment and fully perform my obligations thereunder,
that I am not subject to any non-competition agreement that limits or restricts my ability to perform the services provided for in connection
with my employment with the Company, and that my past, present and anticipated future activities have not and will not infringe on the
proprietary rights of others; (ii) I am not obligated under any contract (including, but not limited to, licenses, covenants or commitments
of any nature) or other agreement or subject to any judgment, decree or order of any court or administrative agency which would conflict
with my obligation to use my best efforts to perform my duties hereunder or which would conflict with the Company’s business and
operations as presently conducted or proposed to be conducted and (iii) neither the execution nor delivery of this Acknowledgement and
Agreement, the acceptance or receipt of equity contemplated hereby, nor the carrying on of the Company’s business as officer and
employee by the undersigned will conflict with or result in a breach of the terms, conditions or provisions of or constitute a default
under any contract, covenant or instrument to which I am currently a party. I hereby acknowledge that I have not foregone any other opportunity,
financial or otherwise, in connection with commencing or rendering my services to the Company.
Sign
name:
/s/
Benedetta Casamento
June
24, 2026
name:
Benedetta
Casamento
Date
The
“Employment Offer Summary” is incorporated as part of this Agreement
Page 6 of 9
Employment
Offer Summary for Benedetta Casamento
Offer
Valid Through: June
24, 2026
Start
Date: June
19, 2026
Title: Executive
Chairman
Manager/Supervisor/
Report: The
Board of Directors
Term: Your
appointment as Executive Chairman shall commence on the Effective Date and shall continue
until your resignation, removal by the Board of Directors, a meeting of the stockholders
of the Company at which you are not elected as a director (whether because not nominated
by the Company or any other reason), or such other date as determined by the Board in accordance
with the Company’s bylaws and applicable law.
Effort: There
is a general expectation of more effort and devotion of time than an independent director,
with the level of your effort to be consistent with your recent effort for the Company; it
being understood that this position does not require your full business time or effort.
Job Description: Your
responsibilities will be focused on creating and executing commercial strategies aimed at accelerating growth, to
include:
●
Providing leadership to the Board of Directors and presiding over meetings of the Board and
stockholders.
●
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.
●
Advising management on operational, financial, regulatory, and governance matters affecting
the Company.
●
Facilitating effective communication between the Board of Directors and management.
●
Supporting the Company’s commercialization efforts, business development activities,
and strategic relationships.
●
Assisting in the identification, recruitment, and evaluation of directors, executive officers, advisors, and key strategic partners.
●
Performing such additional duties and responsibilities as may be reasonably assigned by the
Board of Directors from time to time.
Base
Compensation: Payable
at the rate of $75,000 per year, less any withholding required by law or to the extent consistent with applicable law
authorized by you, payable in accordance with the Company’s normal payroll policy as in effect from time to time,
pro-rated for partial months during the Term.
Page 7 of 9
Equity: 115.385%
of the amount per year you would receive each year you are Executive Chairman if you remained
an independent director and for being the chair and member of the committees you were chair
and a member for such period (the “Director
Equivalent”), in equity awards, in lieu of the
equity you 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, in accordance with, and subject to your execution of,
the same documents as other directors execute with respect to such awards. For the current
year, such amount shall be $75,000, based on the Director Equivalent of $65,000.
In
addition, you will receive a one-time grant of $100,000 of shares of restricted common stock
of the Company vesting on July 1, 2026.
You
will be eligible to receive awards under the 2026 Performance Sub-Plan to the Amended and
Restated 2020 Equity Incentive Plan (the “Plan”)
of the Company, with the amount of such awards and such performance milestones as the Compensation
Committee may determine in its sole discretion.
All
equity grants and awards will be subject to the Plan, and the grant and award documents under
the Plan. The Company reserves the right to modify or discontinue the Plan in the future,
subject to the terms thereof. Please consult the Plan for further information.
YOU
UNDERSTAND THAT YOU MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF YOUR RECEIPT OR DISPOSITION
OF THE SHARES. YOU REPRESENT (a) THAT YOU HAVE CONSULTED WITH ANY TAX ADVISER THAT YOU DEEM
ADVISABLE IN CONNECTION WITH THE RECEIPT OR DISPOSITION OF THE SHARES TO THE EXTENT YOU DEEM
NECESSARY, AND (b) THAT YOU ARE NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.
Benefits: You
and your eligible dependents shall have the right to participate in any retirement plans
(qualified and non-qualified), pension, insurance, health, disability or other benefit plan
or program that may be established or adopted by the Company (or in which the Company participates),
according to the terms of such plan or program, on terms no less favorable than the most
favorable terms granted to senior executives of the Company. The foregoing, however, shall
not be construed to require the Company to establish or maintain any such plans or programs,
to limit the cost to the Company or to determine that the cost of such coverage in excess
of such Company contribution, if any, shall be available at your expense, or to prevent the
Company from modifying or terminating any such plans once established at any time.
Page 8 of 9
Vacation;
Personal
Days: Since
the position of Executive Chairman is not a full-time position, you will not have a specific number of days of vacation,
personal days or work, and will not be bound by the Company’s PTO policy. Nevertheless, there is an expectation
that you will remain available for key decisions and be available during critical periods, subject to the satisfaction
of the needs and requirements of the Company.
Paid
Holidays: Paid
holidays in accordance with the Company’s standard policies applicable to its full time executive employees.
Reimbursement: You
will be reimbursed for reasonable travel and business expenses incurred in performing services
hereunder outside of routine commuting, provided that such expenses are incurred, documented
and accounted for in accordance with the policies and procedures established by the Company.
Primary
Location/
Manner
of Delivery of
Services:
Your
services will be primarily remote (as long as such remote work is in compliance with the Company’s policies as in effect from
time to time for directors and does not interfere in any material respect with the performance of your duties and responsibilities
hereunder; however, you will join the team in person as needed. You will be responsible for providing and maintaining, at your own
cost and expense, the necessary equipment and systems, including internet access, remote access software, video conferencing capability
and other communication platforms, as reasonably necessary to provide such services remotely.
Travel: Travel
is required as needed; air travel for executives and employees is generally in economy class,
though from time to time based on circumstances exceptions may be made to business class.
All business travel, including hotel arrangements, must be made through (or pursuant to arrangements
approved by) the Company. Reasonable commercial efforts will be made by the Company to accommodate
your requested airlines, date, time of travel and hotel selection.
Page 9 of 9
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 5
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
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