MILESTONE SCIENTIFIC INC. 8-K

What Happened

• Milestone Scientific Inc. announced on April 30, 2026 that its Compensation Committee approved a one‑time option exchange (repricing) for options held by CEO Eric Hines and SVP Jason Papes and approved a 2026 performance incentive sub‑plan to grant performance‑based restricted stock units (PRSUs) to certain officers.
• The repricing replaces August 2025 options (exercise prices $0.46–$0.50) with new options exercisable at $0.31 per share (closing price on April 30, 2026). Each executive’s repriced option covers 2.0 million shares (total 4.0 million shares). Vesting commencement and expiration dates remain the same; vesting was restructured to 25% (500,000 shares) at commencement and two equal tranches of 750,000 shares on the first and second anniversaries.
• The Compensation Committee also established a Sub‑Plan under the company’s 2020 Equity Incentive Plan to grant stock‑settled PRSUs tied to five performance milestones over a four‑year period (Jan 1, 2026–Dec 31, 2029). The Aggregate Pool is 17,234,635 shares; PRSU awards granted to executives total 11,202,513 shares (Eric Hines: 30% / 5,170,391; Keisha Harcum: 17.5% / 3,016,061; Jason Papes: 17.5% / 3,016,061). Awards are subject to shareholder approval to amend the 2020 Plan to increase the share reserve.

Key Details

• Repricing effective April 30, 2026; new exercise price: $0.31 per share (closing price that date).
• Repriced Options: 2.0M shares each for Hines and Papes; total 4.0M shares; originally granted Aug 2025 with exercise prices $0.46–$0.50.
• PRSU Sub‑Plan: Aggregate Pool 17,234,635 shares; awarded (pending plan amendment/stockholder approval) totaling 11,202,513 shares to three officers; performance period 1/1/2026–12/31/2029.
• Performance milestones: organic net sales thresholds (> $11M, > $13M, > $15M), market cap ≥ $50M, or a “Qualified Acquisition” (> $10M revenue). Vesting requires certification and continued service; strict forfeiture and clawback conditions apply.

Why It Matters

• The repricing and PRSU plan are explicit retention and incentive moves by management: repricings make previously underwater options potentially valuable again without issuing new shares, while PRSUs give senior execs larger potential equity payouts tied to multi‑year performance goals.
• Both actions can affect shareholder value: if PRSU milestones are met and awards settle, up to the Aggregate Pool could be issued (17.2M shares potential), and the granted awards themselves total ~11.2M shares. Issuance is subject to shareholder approval and performance certification; investors should watch for the shareholder vote and future disclosures on achievement of milestones and potential dilution.