MILESTONE SCIENTIFIC INC. 8-K

What Happened

• Milestone Scientific (MLSS) filed an 8-K dated June 25, 2026 reporting an amended compensation and services agreement with former Chairman/CEO Leonard Osser (the "New Osser Agreement"), effective April 1, 2026, and board changes including the appointment of two independent directors, Kelly Ulto and Greg Shilling. The Osser agreement restructures prior employment/consulting arrangements, sets new cash compensation and benefits for the remainder of the employment term, and includes share lock-up terms. The company also announced Benedetta Casamento as Executive Chairman in a June 25 press release.

Key Details

• New Osser Agreement entered June 19, 2026 (effective April 1, 2026); modifies prior Employment, Consulting and Succession agreements.
• For pre‑effective-date amounts: Osser waived certain employment amounts conditioned on the company paying $64,080 in past due amounts, a $75,000 1099 catch-up (July 2025–March 2026), and reimbursement of specified China travel/related expenses; $50,000 of shares earned on/before March 31, 2026 will be delivered; shares earned after that date were forfeited.
• For the period through the Employment Agreement expiration (July 17, 2027): Osser’s role is changed to Advisor to the CEO, with base cash compensation of $48,000 per year, continuation of health benefits for him and his wife, and a capped car allowance.
• Osser and his wife entered into lock-up agreements restricting share transfers through April 20, 2027 (except 363,339 shares for which legends were removed). If the company terminates Osser without cause, he resigns for good reason, or payments default, he may receive unpaid amounts plus a lump-sum equal to unpaid base salary, car allowance and healthcare through July 10, 2027.
• Board changes (effective June 19, 2026): Kelly Ulto and Greg Shilling appointed as independent directors. Ulto was named Audit Committee Chair and is designated an "audit committee financial expert." Director Shanth Thiyagalingam notified the company he will not run for re‑election and agreed to continue as a director until June 30, 2025 (per the filing).

Why It Matters

• For investors, the Osser restructuring reduces the company’s ongoing cash exposure by replacing prior compensation mix with a modest $48,000/year cash retainer plus limited benefits, while resolving certain past amounts through defined payments — this clarifies and caps a portion of executive-related liabilities.
• The lock-up on Osser’s shares and the forfeiture of post‑March 31, 2026 earned shares limit potential immediate share sales that could affect the float.
• Addition of two independent directors, including an audit committee financial expert, and the appointment of an Executive Chairman are governance changes that may affect oversight and investor confidence.