Item 5. Other Information
Item 5. Other Information- Departure of Officer; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Leonard Osser has announced his intention to resign as Interim Chief Executive Officer of the Company effective May 19, 2021 and will become Vice Chairman of the Board, and Arjan Haverhals, President of the Company, will assume the additional title of Chief Executive Officer of the Company. The Company has from time to time taken steps to plan for the successor of Mr. Osser, most recently by on-boarding Mr. Haverhals as President and also entering into a previously disclosed Succession Agreement with Mr. Osser. In connection with the appointment by the Board of Directors on May 12, 2021 of Mr. Haverhals as Chief Executive Officer, Mr. Haverhals and the Company entered into an agreement effective as of May 19, 2021 increasing the base salary of Mr. Haverhals to $350,000 per year and providing for annual bonuses of up to $400,000 per year based, payable one-third in cash and two-thirds in shares of Common Stock of the Company plus options at the rate of double the amount of stock paid. The bonus for the period from May 19, 2021 through December 31, 2021 will be determined with respect to the achievement of the four bonus targets set forth in the agreement. The bonus targets for subsequent periods will be set by the Compensation Committee from time to time in its reasonable discretion.
Also on May 12, 2021, the Board of Directors appointed Scott Kahn as the Chief Financial Officer of the Company, effective May 24, 2021. Mr. Kahn has experience in environments as diverse as a start-up operation, a company going public for the first time (IPO) and divisions of Fortune 500 companies. Mr. Kahn has extensive accounting, finance, information systems and international operations experience. Mr. Kahn’s base salary will be $200,000 per year and he will be entitled to a bonus based on achievement of his and the Company’s performance, as determined by the Compensation Committee. Prior to joining the Company, Mr. Kahn was Chief Financial Officer and Vice President Finance and Human Resources of Diopsys, Inc., a privately held medical device manufacturer, a position he held since July 2006. From August 2005 to April 2006, Mr. Kahn was Chief Financial Officer of Diamond Chemical Co., Inc., a privately held chemical manufacturer. Prior thereto, Mr. Kahn was Corporate Controller of Pharmaceutical Formulations, Inc., publicly traded pharmaceutical manufacturer. Mr. Kahn, a certified public accountant and chartered global management accountant, received a B.A. in Accounting from Franklin and Marshall College, and an M.B.A., International Business, from Rutgers Business School.
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Item 6. Exhibits and Financial Statement Schedules
Exhibit No
Description
31.1
Rule 13a-14(a) Certification-Chief Executive Officer*
32.1
Section 1350 Certifications-Chief Executive Officer**
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
*
Filed herewith.
**
Furnished herewith and not filed, in accordance with item 601(32) (ii) of Regulation S-K.
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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 thereunto duly authorized.
MILESTONE SCIENTIFIC INC.
/s/ Leonard Osser
Leonard Osser
Interim Chief Executive Officer
(Principal Executive and Acting Chief Accounting Officer)
Date: May 14, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.