MILESTONE SCIENTIFIC INC. 8-K

What Happened

• Milestone Scientific Inc. announced it closed a private placement on April 20, 2026, selling 7,962,963 units at $0.27 per unit under a Securities Purchase Agreement. Each unit includes one share of common stock and one warrant to buy one share. Gross proceeds were $2,150,000 (comprised of $1,799,000 cash and $351,000 from conversion of Convertible Bridge Notes). Each warrant has an exercise price of $0.3375 (125% of the unit price) and is exercisable for cash until the third anniversary of the closing. The company expects to use net proceeds for general working capital and to pay past-due accounts payable.

Key Details

• Units sold: 7,962,963; Per-unit price: $0.27; Gross proceeds: $2,150,000; potential additional proceeds up to $2,687,500 if all warrants are exercised.
• Directors/officers participation: purchased $150,000 in cash and converted $351,000 of Convertible Bridge Notes into units on the same terms as third-party investors. Independent board committee approved limited amendment to those notes under DGCL Section 144 to permit the conversion at $0.27 for the converted portion.
• Convertible Bridge Notes background: originally issued April 9, 2025 in aggregate $800,000 to three directors, due April 9, 2028, bearing interest (prime less 2.5%, floored at 0); conversion terms generally had a $0.50 floor but were partially amended for this financing as noted.
• Other mechanics: offering conducted under Reg D Rule 506(b) (no public solicitation); purchasers represented they are accredited investors; certain directors, officers and stockholders agreed to 12‑month lock-ups; registration rights granted to file a resale registration within specified timelines.

Why It Matters

• This transaction raises immediate cash (and reduces near-term obligations via conversion of some bridge notes), which the company says will be used for working capital and past-due payables. That can help short-term liquidity.
• The issuance of shares and detachable warrants creates dilution now and potential further dilution if warrants are exercised (up to an additional ~$2.69M of equity). Director participation and the amendment of bridge-note conversion terms were approved by an independent committee and include limits to comply with NYSE American rules.
• Registration rights and the 12‑month lock-up affect when and how newly issued investors and insiders may resell shares, which influences secondary-market supply once the registration becomes effective.