Quarterly report pursuant to Section 13 or 15(d)

Note 13 - Subsequent Events

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Note 13 - Subsequent Events
6 Months Ended
Jun. 30, 2017
Notes to Financial Statements  
Subsequent Events [Text Block]
Note
13
- Subsequent Events
 
On
July 10, 2017 (
the “
Effective Date”), Milestone Scientific entered into a
three
-year employment agreement with Daniel Goldberger to serve as President and Chief Executive Officer of Milestone Scientific. Under the agreement, Mr. Goldberger will receive base compensation of
$300,000
per annum and
may
additionally earn annual bonuses of up to an aggregate of
$400,000,
payable
one
half in cash and
one
half in Milestone Scientific common stock (“Bonus Shares”) contingent upon achieving performance benchmarks periodically set for each year by the compensation committee of the Board. In addition to any such shares of common stock, Mr. Goldberger is entitled to receive stock options (“Bonus Options”) to acquire twice the number of any Bonus Shares earned, pursuant to a non-qualified stock option grant agreement under Milestone Scientific’s then existing equity compensation plan. The Bonus Options shall have a
five
-year term and shall vest in equal annual installments on each of the first,
second
and
third
anniversary of the grant date, subject to continued employment on such vesting date and accelerated vesting upon the occurrence of certain events. The exercise price of the Bonus Options will be based on the fair market value of per share of common stock, on the date of grant (or
110%
of such value if at the time of grant Mr. Goldberger beneficially own
ten
(
10%
) or more of the common stock).
 
In addition, on the Effective Date, Milestone Scientific granted to Mr. Gold
berger non-qualified stock options to purchase
921,942
shares of common stock at an exercise price of
$2.00
per share. Those options have a
five
-year term and shall vest in equal annual installments on each of the first,
second
and
third
anniversaries of the grant date, subject to his continued employment on the vesting date and accelerated vesting upon the occurrence of certain events.
On the Effective Date, Milestone Scientific entered into a
ten
-year new employment agreement with Mr. Osser, who previously served as President and Chief Executive Officer. This new agreement provides for annual compensation of
$300,000
consisting of
$100,
000
in cash and
$200,000
in the Company’s common stock valued at the average closing price of the Company’s common stock on the NYSE or such other market or exchange on which its shares are then traded during the
first
fifteen
(
15
) trading days of the last full calendar month of each year during the Employment Term. This agreement supersedes all prior employment agreements between Mr. Osser and Milestone Scientific. If the Milestone Scientific terminates Mr. Osser’s employment hereunder “Without Cause,” other than due to his death or disability, or if Mr. Osser terminates his employment for “Good Reason” (both as defined in the agreement), Mr. Osser is entitled to be paid in
one
lump sum payment as soon as practicable following such termination: an amount equal to the aggregate present value (as determined in accordance with Section
280G
(d)(
4
) of the Code) of all compensation pursuant to this agreement from the effective date of termination hereunder through the remainder of the Employment Term.
 
 
On the Effective Date, Mr. Osser also resigned from his positions of Chairman of the Board, Chief Executive Office and President of Milestone Medical. Upon his resignation, Milestone Medical entered in a consulting agreement with U.S. Asian Consulting Group LLC, an entity controlled by Mr. Osser, pursuant to which he will provide specific services to Milestone Medical for a
ten
- year term. Pursuant to the consulting agreement, U.S. Asian Consulting Group, LLC, is entitled to receive
$100,000
per year for Mr. Osser's services.
 
On
July 13, 2017 (
the “
Closing Date”), Milestone Scientific consummated an Asset Purchase Agreement (the “Agreement”) with APAD Octrooi B.V. and APAD B.V. (each, a “Seller”, and collectively, the “Sellers”) pursuant to which Milestone Scientific acquired certain patent rights and other intellectual property rights related to the Sellers’ computer controlled injection instrument (the “Purchased Assets”). Entry into the Agreement was previously disclosed by Milestone Scientific in a Current Report on Form
8
-K, filed with the Securities and Exchange Commission on
June 2, 2017.
On the Closing Date, Milestone Scientific issued to the Sellers an aggregate of
1,646,358
shares of its common stock, valued at
$2,486,000
 for the Purchased Assets which shares are subject to certain post-closing upward or downward adjustments.
No
registration rights have been granted with respect to these shares of common stock. The issuance of these shares of stock is exempt from registration under the Securities Act of
1933,
as amended (the “Act”), as each of the Sellers is an accredited investor (as defined in Rule
501
(a) of Regulation D, as promulgated under the Act), and has agreed to hold such shares for investment and without a view to distribution.
 
On
July 7, 2017,
Milestone Scientific's compensation committee
 approved the issuance of
400,000
stock options to Gian Domenico Trombetta, CEO of Wand Dental and a Director of Milestone Scientific (
250,000
option at
$2.55
per share to be issued on
July 7, 2017
and
150,000
options at the higher of
$2.55
or the market price of the stock on the date of the
2018
Annual Stockholder meeting, subject to approval of a new or amended equity incentive plan at such meeting.)