Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 8, 2024

MILESTONE SCIENTIFIC INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-14053		13-3545623
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

425 Eagle Rock Avenue

Suite 403

Roseland, NJ 07068

(Address of principal executive offices)

973-535-2717

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐	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 240.14d-2(b)

☐	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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name on exchange on which registered
Common Stock	MLSS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2024, Mr. Arjan Haverhals, the Chief Executive Officer of Milestone Scientific Inc. (the “Company”), advised the Chairman of the Board that he intends to retire as an officer from the Company upon the expiration of, and not seek the renewal of, his employment agreement, on December 31, 2024. Mr. Haverhals will continue as a director of the Company and as a consultant through a company owned by him and his family.

Mr. Haverhals retirement was prompted by his desire to spend more time with his family, which lives in Massachusetts, and to spend more time pursuing other interests after a more than 30 year career in sales, marketing, and product development in the medical device and pharmaceutical industries. Mr. Haverhals will receive his bonus for 2024 payable 50% in cash and 50% in stock (rather than 33% in cash and 67% in stock) and otherwise in accordance with his Employment Agreement and benefits in connection with his retirement in accordance with applicable agreements and Company plans, subject to their terms and conditions.

Mr. Haverhals has further advised the Chairman that his decision to retire as the Company’s Chief Executive Officer was not the result of any disagreements between Mr. Haverhals, on the one hand, and the Company’s management or Board of Directors, on the other hand, as to any matter relating to the Company’s operations, finances, policies, or practices.

Mr. Neal Goldman, the Chairman of the Board of Directors of the Company, has been appointed the Interim Chief Executive Officer, effective on Mr. Haverhals retirement. The Board of Directors intends to engage an independent executive search firm to help identify Mr. Haverhals successor. Mr. Haverhals will work closely with Mr. Goldman and the other executive officers of the Company to ensure a smooth transition, and continue as an active member of the Board of Directors.

Mr. Haverhals will be entitled to compensation for such consulting services at the rate of $350,000 for 2025, payable at the rate of $150,000 in respect of the first calendar quarter of 2025, and $66,666 in respect of each subsequent calendar quarter of 2025.

Item 7.01. Regulation FD Disclosure.

On November 14, 2024, the Company issued a press release announcing the retirement of Mr. Haverhals as CEO and his continuing as a director and consultant, and the appointment of Mr. Goldman as Interim Chief Executive Officer.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit 99.1	Press release announcing retirement of Arjan Haverhals as CEO dated November 14, 2024

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: November 14, 2024	/s/ Arjan Haverhals
	Arjan Haverhals,
	Chief Executive Officer

Exhibit 99.1

Milestone Scientific Announces CEO Transition, with Chairman Neal Goldman Serving as Interim CEO

Roseland, NJ, November 14, 2024 – Milestone Scientific Inc. (NYSE: MLSS), a leading developer of computerized drug delivery instruments that provide painless and precise injections, today announced that its Chief Executive Officer Arjan Haverhals will retire from his role as an officer of the company on December 31, 2024. Upon his retirement, Mr. Haverhals will continue to serve as a director on the Board and will provide consulting services to ensure continuity and support through the leadership transition.

Mr. Haverhals’ retirement, following a distinguished career of over 30 years in the medical device and pharmaceutical industries, reflects his desire to spend more time with his family and pursue other personal interests. His decision to step down was not the result of any disagreement with Milestone Scientific’s Board of Directors or management.

As part of the transition, Neal Goldman, Chairman of the Board, has been appointed as Interim CEO, effective upon Mr. Haverhals’ departure. The Board is in the process of retaining an independent executive search firm to identify a permanent CEO, who will be tasked with leading Milestone Scientific through its next phase of growth and accelerating the commercialization of the CompuFlo® Epidural System.

Mr. Goldman brings extensive financial and corporate governance expertise to his role as Chairman and Interim CEO. He joined the Milestone Scientific Board of Directors in 2019 and has served as Chairman since 2023. Mr. Goldman is the President and Founder of Goldman Capital Management, Inc., a family office since 2018, which was previously an investment advisory firm founded in 1985. He was First Vice President of Research at Shearson Lehman Hutton. He has also held senior positions as a money manager and research analyst with a variety of firms including Neuberger Berman, Moseley Hallgarten Estabrook and Weeden, Bruns Nordeman, and Russ and Company. Mr. Goldman serves as Chairman of Charles & Colvard, Ltd. (Nasdaq: CTHR) since 2016. He also serves on the board of Koil Energy Solutions Inc. (Nasdaq: KLNG). Prior to their acquisition, he served on the boards of Blyth Industries, IPASS Corporation and ImageWare Systems. Mr. Goldman is a Chartered Financial Analyst (CFA). He also served on numerous non-profit boards. Mr. Goldman received his B.A. degree in Economics from The City University of New York (City College).

“We are deeply grateful to Arjan for his tireless dedication and remarkable contributions to Milestone Scientific,” stated Neal Goldman, Chairman of Milestone Scientific. “Under his leadership, the company achieved substantial improvements in both financial and operational stability, laying a solid foundation for future growth. Arjan’s efforts were instrumental in securing the recent achievement of a granted Medicare Part B Physician payment rate with First Coast Service Options Inc. (FCSO) and Novitas Solutions, Inc. for the CompuFlo® Epidural System under the American Medical Association’s (AMA) technology-specific Category III CPT® code CPT0777T (real-time pressure-sensing epidural guidance system when used in conjunction with a primary ESI procedure). The favorable Medicare Price Assignment was granted across multiple Jurisdictional Medicare Administrative Contractors (JMAC) regions. As we look to the future, we are committed to finding a CEO with the skills and expertise to drive the full commercialization of CompuFlo, capitalizing on the robust framework Arjan has helped establish.”

Mr. Haverhals noted, “It has been an incredible honor to lead Milestone Scientific, and I am immensely proud of what we have accomplished together. I am optimistic about the company’s growth prospects, especially as the groundwork we’ve laid enables new opportunities for innovation and expansion. I look forward to continuing to contribute to Milestone’s success as a member of the Board, supporting the team as they advance the commercialization of the CompuFlo® Epidural System and build upon our shared vision.”

About Milestone Scientific Inc.

Milestone Scientific Inc. (MLSS), 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, 2022. 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.

Contact:

Crescendo Communications, LLC

Email: mlss@crescendo-ir.com

Tel: 212-671-1020

Document And Entity Information	Nov. 08, 2024
Document Information [Line Items]
Entity, Registrant Name	MILESTONE SCIENTIFIC INC.
Document, Type	8-K
Document, Period End Date	Nov. 08, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-14053
Entity, Tax Identification Number	13-3545623
Entity, Address, Address Line One	425 Eagle Rock Avenue
Entity, Address, Address Line Two	Suite 403
Entity, Address, City or Town	Roseland
Entity, Address, State or Province	NJ
Entity, Address, Postal Zip Code	07068
City Area Code	973
Local Phone Number	535-2717
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MLSS
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000855683