Annual report pursuant to Section 13 and 15(d)

Note K - Stockholders' Equity

v3.19.1
Note K - Stockholders' Equity
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
NOTE K — STOCKHOLDERS’ EQUITY
 
ISSUANCE COMMON STOCK
 
In
December 2016,
Milestone Scientific completed an underwritten public offering of
2,000,000
shares of common stock and warrants to purchase up to
1,592,775
shares of common stock, including
92,775
additional warrants pursuant to a partial exercise of the over-allotment option granted to the underwriters. Each share of common stock was sold in combination with a warrant to purchase
0.75
shares of common stock. The public offering price for each share and related
.75
share warrant was
$1.50
for gross proceeds of
$3,000,000.
The warrants have a
three
-year term and an exercise price of
$2.55
per share.  In
January 2017,
the underwriter exercised a portion of its over-allotment option to purchase an additional
123,700
shares of common stock at the public offering price of
$1.499
per share for gross proceeds of approximately
$186,000.
  
  
 
PREFERRED STOCK
 
 
In
May
of
2014,
Milestone completed a private placement, which raised gross proceeds in the total of
$10
million, from the sale of
$3
million of Milestone Scientific common stock (
two million
shares at
$1.50
per share) and
$7
million of our Series A Convertible Preferred Stock ("preferred stock") (
7,000
shares at
$1,000
per share).  These shares are convertible, at the option of the holder, into the number of shares of common stock equal to the stated value divided by
$2.545,
subject to anti-dilution adjustments, at any time before
May 14, 2019.
These shares are mandatorily convertible on
May 14, 2019,
into the number of shares of common stock equal to the stated value divided by
$2.545
per share or
$1.50
per share if the common stock does
not
trade at
$3.15
for period of time, as defined by the agreements, both subject to anti-dilution adjustment. The conversion ratio and anti-dilution adjustment becomes effective if a triggering events occur such as; issuance of stock dividends or distributions, subdivisions, splits, issuance of stock purchase rights, debt and distributions, cash dividends or distributions, self-tender offers and exchange offers, rights plans and issuance below the conversion price, as defined in the Investment Agreement. Generally, each share of preferred stock entitles the holder to vote together with the holders of Milestone Scientific common stock, as a single class, on all matters submitted for the approval of the holders of Milestone Scientific common stock and has the number of votes equal to the number of shares of our common stock into which they are then convertible.  In addition, preferred stock is also entitled to share, pair passu, in any cash dividends declared on Milestone Scientific common stock on a converted basis.
 
SHARES TO BE ISSUED
 
As of
December 31, 2018,
and
2017,
there were
1,908,813
 and
1,374,931
shares, respectively, whose issuance has been deferred under the terms of an employment agreements with the Chief Executive Officer, Chief Financial Officer and other employees of Milestone Scientific. Such shares will be issued to each party upon termination of their employment. As of
December 31, 2018,
and
2017,
there were
561,752
and
26,316
 shares, respectively, that will be issued in
2019
to non employee for services rendered. The number of shares was fixed at the date of grant and were fully vested upon grant date.
 
SHARES RESERVED FOR FUTURE ISSUANCE
 
At
December 31, 2018
and
2017,
there were
5,315,974
and 
5,111,582
shares reserved for future issuance and  
2,845,409
 and
3,710,335
 shares underlying other vested stock options and warrants outstanding, respectively.