As filed with the Securities and Exchange Commission on January 14,
2021
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Milestone Scientific Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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13-3545623
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State or Other Jurisdiction of
Incorporation or Organization
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(I.R.S. Employer
Identification Number)
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425 Eagle Rock Avenue, Suite 403
Roseland, New Jersey 07068
(Address of Principal Executive Offices)
2020 Equity Incentive Plan
(Full Title of the Plan)
Leonard Osser
Interim Chief Executive Officer
425 Eagle Rock Avenue, Suite 403
Roseland, New Jersey 07068
(973) 535-2717
(Name, Address and Telephone Number, Including Area Code, of Agent
for Service)
with a copy to:
Andrew Hudders, Esq.
Golenbock Eiseman Assor Bell & Peskoe LLP
711 Third Avenue
New York, New York 10017
Telephone: (212) 907-7349
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company ■ |
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Emerging growth company ☐ |
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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 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each Class of Securities to be
Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $.001 par value
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2,000,000(2)
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$2.21(3)
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$4,420,000
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$482.22
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(1)
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In addition, pursuant to Rule 416 (c) under the Securities Act of
1933, as amended (the “Securities Act”), this registration
statement also covers an indeterminate number of additional shares
which may be issued pursuant to the above plan as a result of any
future stock split, stock dividend, or similar adjustment.
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(2)
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Shares issuable in respect of awards granted under the 2020 Equity
Incentive Plan.
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(3)
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Estimated pursuant to Rule 457(c) solely for the purposes of
calculating the amount of the registration fee, based on the
average of the high and low prices reported on January 7, 2021 by
the NYSE American.
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__________________
In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this registration statement will become effective
upon filing with the Securities and Exchange Commission.
__________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and
Employee Plan Annual Information. *
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* |
The documents containing the information specified in this Part I
will be sent or given to the participants as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the
“Securities Act”). Such documents need not be filed with the
Securities and Exchange Commission (the “SEC”) either as part of
this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities
Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents previously or concurrently filed by the
Registrant with the Securities and Exchange Commission (“SEC”) are
hereby incorporated by reference in this Registration
Statement:
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1.
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The Registrant’s Annual Report on Form 10-K, and Form 10-K/A, for the fiscal year
ended December 31, 2020;
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3.
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The Registrant’s Current Reports on Form 8-K filed with the SEC on
April 9, 2020, May 5, 2020, May 22, 2020, June 26, 2020, September 1, 2020, November 30, 2020 and December 11, 2020; and
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4.
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All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”) since the end
of the fiscal year for which audited financial statements of the
Registrant have been filed.
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All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in
this Registration Statement, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference
in this Registration Statement, modifies or supersedes such prior
statement. Any statement contained in this Registration Statement
shall be deemed to be modified or superseded to the extent that a
statement contained in a subsequently filed document that is or is
deemed to be incorporated by reference in this Registration
Statement modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Registration Statement.
Item
4. Description
of Securities.
Not applicable.
Item
5. Interests
of Named Experts and Counsel.
Not applicable.
Item
6. Indemnification
of Directors and Officers.
Our certificate of incorporation provides that a director will not
be personally liable to us or to our stockholders for monetary
damages for breach of the fiduciary duty of care as a director,
including breaches which constitute gross negligence. This
provision does not eliminate or limit the liability of a
director:
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• for breach of his or her duty of loyalty to us or to our
stockholders;
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• for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
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• under Section 174 of the Delaware General Corporation Law (the
“DGCL”) relating to unlawful payments or dividends or unlawful
stock repurchases or redemptions;
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• for any improper benefit; or
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• for breaches of a director's responsibilities under the federal
securities laws.
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Our certificate of incorporation also provides that we indemnify
and hold harmless each of our directors and officers to the fullest
extent authorized by the DGCL, against all expense, liability and
loss (including attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Milestone Scientific, pursuant to the
forgoing provisions or otherwise, we have been informed that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.
Item
7. Exemption
from Registration Claimed.
Not Applicable.
Item
8. Exhibits.
See the attached Exhibit Index, which is incorporated herein by
reference.
Item
9. Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this
Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
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(iii)
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To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining
any liability under the Securities Act each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby
undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
provisions described in Item 6 above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
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1. Incorporated by reference to Registrant’s Proxy Statement on
Schedule 14A, as filed on October 26, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of
Roseland, State of New Jersey, on January 14, 2021.
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MILESTONE SCIENTIFIC INC.
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By:
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/s/ Leonard
Osser
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Leonard Osser
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Interim Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Leonard Osser
Leonard Osser
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Interim Chief Executive Officer and
Director (Principal Executive Officer)
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January 14, 2021
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/s/ Joseph D’Agostino
Joseph D’Agostino
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Chief Financial Officer
(Principal Financial Officer)
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January 14, 2021 |
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/s/ Leslie Bernhard
Leslie Bernhard
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Chairman of the Board
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January 14, 2021 |
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/s/ Leonard Schiller
Leonard Schiller
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Director
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January 14, 2021 |
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/s/ Gian Domenico Trombetta
Gian Domenico Trombetta
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Director
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January 14, 2021 |
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/s/ Michael McGeehan
Michael McGeehan
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Director
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January 14, 2021 |
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/s/ Neal Goldman
Neal Goldman
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Director
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January 14, 2021 |
