8-K 1 mlss20201208_8k.htm FORM 8-K mlss20201208_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 8, 2020

 

Milestone Scientific Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware
(State or other jurisdiction
of incorporation)

 

001-14053
(Commission
File Number)

 

13-3545623
(IRS Employer
Identification No.)

 

 

 

425 Eagle Rock Ave, Suite 403

Roseland, NJ
(Address of principal executive offices)

 

07068
(Zip Code)

 

Registrant’s telephone number, including area code (973) 535-2717

 

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name on exchange on which registered

Common Stock

MLSS

NYSE American

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

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 13(a) of the Exchange Act ☐

 

 

 
 

 

Item 5.07 — Submission of Matters to a Vote of Security Holders

 

 The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Milestone Scientific Inc. (the “Company”) was held on December 8, 2020. At the Annual Meeting, the Company’s stockholders:

 

 

●

Elected six incumbent directors to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified;
  ● Approved an amendment to the Company’s Restated Certificate of Incorporation increasing the number of authorized shares of Common Stock from 75,000,000 to 85,000,000;
  ● Approved the Company’s 2020 Equity Incentive Plan; and
  ● Approved, on an advisory basis, the appointment of Friedman LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020.

 

 The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.

 

Proposal 1

 

Shares For

 

Shares Withheld

 

Broker Non-Votes

Leslie Bernhard

 32,166,955 2,545,218 16,442,946

Leonard Osser

 33,652,157 1,060,016 16,442,946

Leonard M. Schiller

 31,926,374 2,785,799 16,442,946

Michael McGeehan

 32,400,622 2,311,551 16,442,946

Gian Domenico Trombetta

 33,558,394 1,153,779 16,442,946

Neil Goldman

 32,187,312 2,524,861 16,442,946

 

 

Proposal 2

Shares For

Shares Against

Shares

Abstaining

Broker

Non-Votes

Approval of an amendment to the Company’s Restated Certificate of Incorporation increasing the number of authorized shares of Common Stock from 75,000,000 to 85,000,000

 33,939,527 734,087 38,559 16,442,946

 

 

Proposal 3

Shares For

Shares Against

Shares

Abstaining

Broker

Non-Votes

Approval of the Company’s 2020 Equity Incentive Plan

 32,290,128 2,256,665 165,380 16,442,946

 

 

Proposal 4

Shares For

Shares Against

Shares

Abstaining

Broker

Non-Votes

Advisory approval of Friedman LLP as the Company’s independent auditors for the 2020 fiscal year

 50,678,616 324,645 151,858  

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

Milestone Scientific Inc.
 

 

Dated: December 11, 2020 

By:  

 /s/ Joseph D’Agostino 

 

 

 

Joseph D’Agostino 

 

 

  

Chief Financial Officer