{"url_path":"/sec/mlss/8-k/2026-06-25/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/855683/0001493152-26-030044-index.html","accession_number":"0001493152-26-030044","cik":"0000855683","ticker":"MLSS","issuer_name":"MILESTONE SCIENTIFIC INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/855683/0001493152-26-030044-index.html","primary_entity_key":"0000855683","primary_entity_name":"MILESTONE SCIENTIFIC INC."},"word_count":1566,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements\nof Certain Officers**\n\n \n\nResignation.\nShanth Thiyagalingam, a member of the Board of Directors (the “Board”) since 2025, was nominated to continue as a director\nbut has advised the Company that he has decided to devote his full time as chief executive officer of PainTEQ and to his family, and\nnot to run for re-election. He has agreed to continue as a director until June 30, 2025.\n\n \n\nNew\nDirectors. On June 19, 2026, the Board of Directors of the Company unanimously appointed, by the directors in attendance, Kelly Ulto\nand Greg Shilling as independent directors of the Company.\n\n \n\nMs.\nUlto is currently a Clinical Professor at the Gabelli School of Business at Fordham University, where she focuses on audit, analytics,\nand financial reporting. Prior to joining Fordham University in 2004, Ms. Ulto was a Senior Manager in the Audit Practice at KPMG LLP,\na global accounting and professional services firm. Ms. Ulto received a Bachelor of Science, Public Accounting, from Fordham University,\nand a Master of Business Administration from Iona University. She is a Certified Public Accountant with over 30 years of experience in\naudit, financial reporting, internal controls, and risk oversight.\n\n \n\n \n\n \n\n \n\nMr.\nShilling is currently Partner and General Manager of 121G and 10Bridge, technology consulting and services organizations focused on digital\ntransformation, software development, cybersecurity, and data interoperability. Prior to founding these organizations, Mr. Shilling spent\nmore than 17 years with Greenway Health in senior executive roles overseeing corporate development, strategic partnerships, enterprise\nsales, and marketing. Mr. Shilling is a seasoned technology executive and entrepreneur with more than 30 years of leadership experience\nacross healthcare technology, software, interoperability, artificial intelligence, cybersecurity, SaaS, value-based care, and corporate\ngovernance. He holds a Bachelor of Science in Finance from Auburn University.\n\n \n\nThe\nBoard has determined that Ms. Ulto is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.\n\n \n\nThe\ncommittees of the Board of Directors to which Ms. Ulto and Mr. Shilling have been appointed are as follows:\n\n \n\nKelly\nUlto: Audit Committee (Chair); Compensation Committee; and Nominating and Corporate Governance Committee; and\n\n \n\nGreg\nShilling: Compensation Committee (Chair); Audit Committee; and Nominating and Corporate Governance Committee.\n\n \n\nThe\nBoard has determined that Ms. Ulto is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.\nIn addition, the Board has determined that Ms. Ulto and Mr. Shilling each is independent within the meaning of the listing standards\nof NYSE American and the applicable rules of the Securities and Exchange Commission, including Section 10A(m)(3) of the Securities Exchange\nAct of 1934, as amended.\n\n \n\nThe\nforegoing disclosure is provided pursuant to Item 5.02(d) of Form 8-K.\n\n \n\nExecutive\nChairman. On June 19, 2025, the Board, with Benedetta Casamento not in attendance, determined, in view of the increased role played,\nand to continue to be played, by Ms. Casamento in the business and affairs of the Company, to approve the recommendation of the Compensation\nCommittee, electing Ms. Casamento as Executive Chairman. Prior to becoming Executive Chairman, Ms. Casamento has been the Chairman of\nthe Board of the Company as an independent director, devoting substantial time and effort to the Company. As Executive Chairman, she\nis expected to enhance executive leadership, strategic oversight, investor engagement, and corporate development support for the Company.\nHer duties and responsibilities as Executive Chairman include, without limitation, working collaboratively with the Chief Executive Officer\nand senior management to establish and execute the Company’s strategic objectives, supporting corporate development initiatives,\nincluding strategic partnerships, acquisitions, licensing opportunities, and commercial growth initiatives, assisting with investor relations\nactivities, capital markets initiatives, financing transactions, and communications with current and prospective investors, and advising\nmanagement on operational, financial, regulatory, and governance matters affecting the Company. For her services as Executive Chairman,\nthe Company has agreed to pay her, (1) a salary at the rate of $75,000 per year as supplemental cash compensation, (2) 115.385% of the\namount per year she would receive each year she is Executive Chairman if she remained an independent director and for being the chair\nand member of the committees she was chair and a member for such period (the “Director Equivalent”), in equity awards, in\nlieu of the equity she had previously been receiving as compensation in respect of such Board and committee service, and otherwise with\nthe same vesting and other terms as awards of equity to directors for such Board and committee service, and (3) a one-time grant of $100,000\nof shares of restricted common stock of the Company vesting on July 1, 2026. For the current year, the amount referred to in clause (1)\nabove shall be $75,000, based on the Director Equivalent of $65,000. As Executive Chairman, Ms. Casamento would also be entitled to participate\nin the employee benefit plans and programs of the Company in which other senior executives of the Company participate, subject to eligibility\nrequirements, enrollment criteria, and the other terms and conditions of such plans and programs. Ms. Casamento is no longer considered\nan independent director, and she resigned from the committees on which she served.\n\n \n\n \n\n \n\n \n\nOn\nJune 24, 2026, Ms. Casamento and the Company entered into an employment letter agreement with respect to her status as Executive Chairman.\nThe foregoing description of the material terms of such letter agreement does not purport to be complete and is qualified in its entirety\nby reference to such agreement as Exhibit 10.3 hereto.\n\n \n\nAs\npreviously disclosed in the Form 10-K filed by the Company on April 15, 2025 (the “2024 10-K”), on April 9, 2025, the Company\nissued a series of promissory notes (the “Convertible Bridge Notes”) in the aggregate amount of $800,000 to certain directors,\nincluding $200,000 to Ms. Casamento. The Convertible Bridge Notes are due April 9, 2028, and bear interest at the annual rate of prime\nless 2.50% (but not less than zero), payable annually. All principal and interest is payable in cash and/or shares of Common Stock at\nthe sole discretion of the Company. The notes are convertible into shares of Common Stock by the holder at any time and by the Company\nat maturity. If the Company sells equity securities in an equity financing for gross proceeds in excess of $4,000,000, the holders may\nrequest repayment of their notes in either cash, shares of Common Stock or a combination of cash and shares; provided, that the holders\nwould then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment\nof other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure\ndocumentation, shall be in excess of the Company’s needs. The conversion rate for any issuance of shares of Common Stock is at\nthe then fair value of a share of Common Stock, but not less than $0.50. The notes are unsecured and have typical default terms.\n\n \n\nAs\npreviously disclosed in the Form 8-K filed by the Company on April 21, 2026, on April 20, 2026, the Company entered into a securities\npurchase agreement with the purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”)\nof an aggregate of 7,962,963 units (the “Units”), with each Unit consisting of (i) one share of the Company’s common\nstock, par value $0.001 per share, and (ii) one warrant to purchase one share of Common Stock. The purchase price paid by the Purchasers\nfor each Unit is $0.27. Certain directors and officers participated in the Private Placement, purchasing an aggregate of $150,000 of\nUnits for cash and converting into Units a total of $351,000 in respect of Convertible Bridge Notes evidencing loans they made to the\nCompany in 2025, in each case at the same price and (except for such conversion of loans) on the same terms as all other securities offered\nin the Private Placement. Ms. Casamento participated in the Private Placement by converting $87,750 of her Convertible Bridge Note.\n\n \n\nIn\nconnection with approval of the Private Placement, and pursuant to Section 144 of the Delaware General Corporation Law (the “DGCL”),\non April 13, 2026 an independent committee of the Board of Directors appointed in accordance with Section 144 of the DGCL, approved an\namendment of the Convertible Bridge Notes, solely to the extent necessary and solely with respect to the portion thereof to be applied\nas consideration in the Private Placement, to permit the conversion and application of a portion thereof as purchase price for the securities\nof the Company in the Private Placement, including the amendment of the $0.50 conversion floor therein to $0.27, at the same price and\non the same other terms as third party investors in the Private Placement, provided that, in order for the Company to be in compliance\nwith the NYSE American’s 20% Rule, the amount of Convertible Bridge Notes converted was limited as necessary to comply with applicable\nNYSE American shareholder approval requirements, after the Company first accepts cash consideration in the Private Placement. The unconverted\nportion of the Convertible Bridge Notes were amended and restated with the $0.50 pre-existing conversion floor but to reflect that the\n$4,000,000 conversion threshold can be reached on a cumulative basis, including the Private Placement, rather than a single equity financing.\n\n \n\nThe\nforegoing disclosure with respect to Ms. Casamento is provided pursuant to Item 5.02(c) of Form 8-K."}