1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.
+Added: Our management, with the participation of our Interim Chief Executive Officer and Acting Principal Accounting Officer, which positions are currently carried out by the same person, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
1 unchanged sentence
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on such evaluation, our Chief Executive Officer, and Principal Accounting Officer, concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at a reasonable assurance level.
+Added: Based on such evaluation, our Interim Chief Executive Officer and Acting Principal Accounting Officer concluded that, As of December 31, 2024, our disclosure controls and procedures were effective at a reasonable assurance level.
Management ’ s Annual Report on Internal Control over Financial Reporting
7 unchanged sentences
Disclosure regarding Foreign Jurisdiction that Prevent Inspections.
+Added: Note applicable
Directors, Executive Officers, Promoters and Control Persons and Corporate Governance;
1 unchanged sentence
DIRECTOR SINCE
−Removed: Neal Goldman (1) (2) (3)
−Removed: Chairman of the Board
+Added: Interim Chief Executive Officer, Chairman of the Board
Leonard Osser
1 unchanged sentence
Jan Adriaan (Arjan) Haverhals
−Removed: President, Chief Executive Officer, and Director
Benedetta Casamento (1) (2) (3)
−Removed: Gian Domenico Trombetta
Michael McGeehan (1) (2) (3)
1 unchanged sentence
Member of the Audit Committee.
+Added: Goldman ceased to be on the Audit Committee effective January 1, 2025 when he became Interim CEO upon the retirement of Arjan Haverhals effective December 31, 2024.
+Added: Demesmin replaced Mr.
Member of the Compensation Committee.
+Added: Goldman ceased to be on the Compensation Committee effective January 1, 2025 when he became Interim CEO upon the retirement of Arjan Haverhals.
+Added: Demesmin replaced Mr.
Member of the Nominating and Corporate Governance Committee.
−Removed: Neal Goldman, Chairman of the Board
+Added: Goldman ceased to be on the Nominating and Corporate Governance Committee effective January 1, 2025 when he became Interim CEO upon the retirement of Arjan Haverhals.
+Added: Demesmin replaced Mr.
+Added: Neal Goldman, Interim Chief Executive Officer and Chairman of the Board
Neal Goldman has been a director of Milestone Scientific since 2019 and has served as Chairman of the Board since January 2023.
+Added: Effective January 1, 2025, he became Interim CEO upon the retirement of Arjan Haverhals effective December 31, 2024.
Goldman is the President and Founder of Goldman Capital Management, Inc., a family office since 2018, which was previously an investment advisory firm founded in 1985.
21 unchanged sentences
Osser’s knowledge of our business and background with us since 1980 provides the Board with valuable leadership skills and insight into our business and accordingly, the expertise needed to serve as one of our directors.
−Removed: J an Adriaan (Arjan) Haverhals, President, Chief Executive Officer and Director
−Removed: Arjan Haverhals has been Milestone Scientific's President since September 2020, Chief Executive Officer since May 2021 and has served as the President and Chief Executive Officer of Milestone Scientific’s Dental Division (Wand Dental Inc.) since June 2020.
+Added: Jan Adriaan (Arjan) Haverhals, Director
+Added: Arjan Haverhals was Milestone Scientific's President from September 2020 to the end December 2024 and Chief Executive Officer from May 2021 to the end of December 2024 and served as the President and Chief Executive Officer of Milestone Scientific’s Dental Division (Wand Dental Inc.) from June 2020 to the end of December 2024.
+Added: Haverhals is currently a consultant to Milestone Scientific.
In January 2023, Mr.
−Removed: Haverhals was appointed to the Board.
+Added: Haverhals was appointed to the Board and continues as a director.
He brings more than 30 years of sales, marketing, product development, and international expansion experience within the medical device, pharmaceutical, and other industries.
29 unchanged sentences
Casamento’s extensive business experience, as well as her background in accounting and finance, qualifies her to serve on the Board.
−Removed: Gian Domenico Trombetta, Director
−Removed: Gian Domenico Trombetta has been a director of Milestone Scientific since May 2014 and served as the President and Chief Executive Officer of Milestone Scientific’s Dental Division (Wand Dental Inc.) from October 2014 until May 2020.
−Removed: He founded Innovest S.p.A, headquartered in Milan, Italy, in 1993, a special situation firm acting in development and distressed capital investments.
−Removed: He has been its President and Chief Executive Officer since its inception.
−Removed: He served as the Chief Executive Officer or a board member of several private commercial companies in different industries including both industrial (e.g.
−Removed: IT, media, web, and fashion) and holding companies.
−Removed: Before founding Innovest, Mr.
−Removed: Trombetta was Project Manager for Booz Allen & Hamilton Inc., a management consulting firm from 1988 to 1992.
−Removed: Trombetta holds a degree in business administration from the Luiss University in Rome, Italy, and an MBA degree from INSEAD-Fontainbleau-France.
−Removed: Trombetta’s business background and experience has given him the expertise needed to serve as one of our directors.
Michael McGeehan, Director
32 unchanged sentences
The Board also continually works, with the input of management and executive officers, to assess and analyze the most likely areas of future risk for the Company.
+Added: Notwithstanding the foregoing, until the Board has located and approved a new Chief Executive Officer, the positions of Board Chairman and Interim Chief Executive Officer are being held by the same person.
+Added: This person, Mr.
+Added: Goldman, is also the acting principal accounting officer of the Company.
Committees of the Board
4 unchanged sentences
The Compensation Committee may not delegate its authority to any other person, other than to a subcommittee.
−Removed: The Compensation Committee is comprised of three members, Benedetta Casamento (Chairman), Neal Goldman and Michael McGeehan.
+Added: The Compensation Committee is comprised of three members, Benedetta Casamento (Chairman), Dr.
+Added: Didier Demesmin and Michael McGeehan.
A copy of the Compensation Committee Charter has been posted on our website at www.milestonescientific.com.
10 unchanged sentences
and (B) to pre-approve all audit, audit-related and other services, if any, to be provided by the independent auditors.
−Removed: The members of the Audit Committee are comprised of Benedetta Casamento (Chairman), Neil Goldman and Michael McGeehan, all of whom are independent as defined in the listing standards of the NYSE American and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: The members of the Audit Committee are comprised of Benedetta Casamento (Chairman), Dr.
+Added: Didier Demesmin and Michael McGeehan, all of whom are independent as defined in the listing standards of the NYSE American and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
A copy of the Audit Committee Charter has been posted on our website at www.milestonescientific.com .
5 unchanged sentences
In addition, the Nominating Committee also evaluates each existing Board member’s suitability for continued service as a director.
−Removed: The members of the Nominating Committee are Michael McGeehan (Chairman), Benedetta Casamento, and Neal Goldman.
+Added: The members of the Nominating Committee are Michael McGeehan (Chairman), Benedetta Casamento, and Dr.
+Added: Didier Demesmin.
A copy of the Nominating Committee Charter has been posted on our website at www.milestonescientific.com .
19 unchanged sentences
Director Independence
−Removed: The Board has determined that Michael McGeehan, Benedetta Casamento, and Neal Goldman (the “Independent Directors”) are independent, as that term is defined in the listing standards of the NYSE American.
+Added: The Board has determined that Michael McGeehan, Benedetta Casamento, and Dr.
+Added: Didier Demesmin (the “Independent Directors”) are independent, as that term is defined in the listing standards of the NYSE American.
In determining director independence, the Board also considered all equity awards, if any, to the Independent Directors for the year ended December 31, 2024, disclosed in “Director Compensation” below, and determined that such awards were compensation for services rendered to the Board and therefore did not impact their ability to continue to serve as Independent Directors.
35 unchanged sentences
Jan Adriaan (Arjan) Haverhals (1) (3)
−Removed: Chief Executive Officer and President of Milestone Scientific Inc.
−Removed: President of Wand Dental Inc
+Added: Chief Executive Officer - Wand Dental Inc
+Added: President of Milestone Scientific Inc.
Peter Milligan (2)
Chief Financial Officer
−Removed: Arjan Haverhals was awarded $281,000 in a discretionary performance bonus for the year ended December 31, 2023.
−Removed: Other compensation represents payments made for health insurance coverage of approximately $34,000 and car allowance of approximately $14,000.
During 2024 he was awarded $478,000 in a discretionary performance bonus for the year ended December 31, 2024.
Other compensation represents payments made for health insurance coverage of approximately $39,000 and car allowance of approximately $14,000.
+Added: Arjan Haverhals was awarded $281,000 in a discretionary performance bonus for the year ended December 31, 2023.
+Added: Other compensation represents payments made for health insurance coverage of approximately $34,000 and car allowance of approximately $14,000.
Peter Milligan was appointed as the Chief Financial Officer of the Company February 1, 2023.
1 unchanged sentence
On August 24, 2023 the Company announced that Peter Milligan resigned from the Company effective September 1, 2023.
−Removed: The amounts in this column reflect the fair value of the options on the date of grant.
−Removed: For details used in the assumption calculating the fair value of the option reward, see Note C to the Financial Statements for the year ended December 31, 2023, which is located on pages F-9 through F-12 of the Company’s 2023 Annual Report on Form 10-K.
−Removed: Compensation cost is generally recognized over the vesting period of the award.
−Removed: See the table below entitled Outstanding Equity Awards on December 31, 2023.
+Added: Haverhals resigned as the Chief Executive Officer of the Company as of December 31, 2024.
Pay versus Performance Table
14 unchanged sentences
Compensation actually paid
−Removed: (a) The amounts reported in this column are the amounts of total compensation reported for Mr.
+Added: The amounts reported in this column are the amounts of total compensation reported for Mr.
Haverhals, Chief Executive Officer, for each corresponding year in the "Total" column of the Summary Compensation Table (“SCT’) on page 12 of this proxy statement.
−Removed: (b) The amounts reported in this column represent the amount of compensation actually paid (“CAP”) Mr.
+Added: The amounts reported in this column represent the amount of compensation actually paid (“CAP”) Mr.
Haverhals as computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to Mr.
4 unchanged sentences
For equity-based awards made in prior years, but vested during the year, the estimated change in value from the beginning of the year to the date of vesting is included:
−Removed: (c) The amounts reported in this column represent the average of the amounts reported for the Company's Non-CEO named executive officer’s (“NEOs”) as a group in the "Total" column of the SCT in each applicable year.
+Added: The amounts reported in this column represent the average of the amounts reported for the Company's Non-CEO named executive officer’s (“NEOs”) as a group in the "Total" column of the SCT in each applicable year.
There were no NEO’s at the company during 2024 and 2023, respectively.
−Removed: (d) The amounts reported in this column represent the average amount of CAP to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K.
+Added: The amounts reported in this column represent the average amount of CAP to the Non-CEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K.
Since there were no adjustments to be made for these NEO’s, the amounts actually paid are equal to the SCT amounts calculated in the previous column.
−Removed: (e) This represents the year-end value of an initial $100 investment made at the beginning of the period.
−Removed: Employment Contracts
+Added: This represents the year-end value of an initial $100 investment made at the beginning of the period.
+Added: Employment and Consulting Contracts
On March 2, 2021, the Company entered into a Royalty Sharing Agreement with Leonard Osser, pursuant to which Mr.
20 unchanged sentences
The Company recorded expenses of $200,000 related to the Employment Agreement for each of the years ended December 31, 2024 and 2023, respectively .
−Removed: The Company recorded expenses of $200,000 and $200,000 related to the Consulting Agreement for each of the years ended December 31, 2023 and 2022, respectively.
−Removed: On January 1, 2022, the Company entered into an employment agreement with Mr.
−Removed: Arjan Haverhals.
−Removed: The employment term ends December 31, 2024, unless extended by mutual written agreement.
−Removed: Haverhals will serve as the President and Chief Executive Officer of the Company and such other senior executive positions as accepted and determined by the Board reasonably requests.
−Removed: As an executive, notwithstanding the fact that he is a director, Mr.
−Removed: Haverhals has board observer rights.
−Removed: The agreement calls for a base salary of $350,000 and bonus compensation of up to $400,000 per year, comprise of three separate performance based bonuses each up to $100,000 per year, based upon the Company’s achievement of three (3) performance or financial goals, as established by the Compensation Committee in its reasonable discretion;
−Removed: and (ii) a discretionary bonus up to $100,000, as determined by the Compensation Committee, in its sole discretion.
−Removed: Satisfaction of bonus goals will be determined by the Compensation Committee from time to time in its reasonable discretion.
−Removed: Bonus compensation, if any, shall be payable annually in arrears thirty-three percent (33%) in cash and sixty-seven percent (67%) in shares of the Company’s common stock.
−Removed: Haverhals will also be entitled to reimbursement of expenses, four weeks paid vacation, a car allowance and participation in company retirement plans and health insurance reimbursement.
−Removed: The agreement provides for the typical termination provisions.
−Removed: Haverhals is terminated for other than for cause or termination by him for good reason, he will be paid as severance, his base compensation and certain other benefits, as provided in the employment agreement, for two years after termination.
+Added: The Company recorded expenses of $200,000 and $200,000 related to the Consulting Agreement for each of the years ended December 31, 2024 and 2023, respectively.Mr.
+Added: Osser also owns 2,717,765 of the Company's stock, and 2,481,048 shares to be issued at the termination of his employment agreement
+Added: Arjan Haverhals retired as the Chief Executive Officer and other officer positions with the Company on December 31, 2024.
+Added: The Company entered into a consulting agreement with Mr.
+Added: Arjan Haverhals that commenced on January 1, 2025, and continues for an indefinite period, subject to the Company having the right to terminate the Consulting Agreement on 30 days advance notice in the event of his disability to provide services and either party having the right to terminate the Consulting Agreement on 90 days’ advance notice.
+Added: Haverhals will be paid an annual fee at the rate of $350,000, at the at the rate of $150,000 in respect of the first calendar quarter of 2025, and at the rate of $66,666, in respect of each subsequent calendar quarter of 2025, payable monthly in arrears, in each case in equal monthly installments on the last day of each month of such quarter.
+Added: The Company will reimburse Mr.
+Added: Haverhals for reasonable expenses in providing the services.
+Added: Haverhals will be an independent contractor and will not be provided with health and accident insurance, life insurance, paid sick leave and/or paid vacation time.
+Added: In connection with the Consulting Agreement, he has also entered into a Company-standard form of non-disclosure, non-solicitation, non-competition and invention agreement Mr.
+Added: Haverhals continues as a director of Milestone Scientific.
+Added: Haverhals will be issued 638,023 shares of the Company's stock ninety days after his resignation as CEO.
Objective of Executive Compensation Program
19 unchanged sentences
Outstanding Equity Awards on December 31, 2024
−Removed: Number of Securities Underlying Vested Options (#) Exercisable (1)
−Removed: Number of Securities Underlying Nonvested Options (#)
+Added: Number of Securities Underlying Unexercised Options (#) Exercisable (1)
+Added: Number of Securities Underlying Unexercised Options (#) Unexercisable (1)
Option Exercise Price ($)
16 unchanged sentences
Fees Earned paid in cash$
−Removed: Fees Earned paid in cash$
Benedetta Casamento
3 unchanged sentences
Gian Domenico Trombetta (1)
+Added: (1) Resigned as of January 12, 2025.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
9 unchanged sentences
Didier Demesmin (8)
−Removed: Gian Domenico Trombetta (8)
All directors & executive officers as group (6 persons)
+Added: 5% and Greater Shareholders
+Added: BP4 S.R.L (9)
The addresses of the persons named in this table are as follows:
−Removed: Leonard Osser, Jan Adriaan (Arjan) Haverhals, Gian Domenico Trombetta, Neal Goldman, Michael McGeehan, Benedetta Casamento and Dr.
+Added: Leonard Osser, Jan Adriaan (Arjan) Haverhals, Neal Goldman, Michael McGeehan, Benedetta Casamento and Dr.
Didier Demesmin are at 425 Eagle Rock Avenue, Roseland, New Jersey 07068.
8 unchanged sentences
Includes 584,744 shares held by Mr.
−Removed: McGeehan and 21,250 shares subject to common stock warrants to purchase common stock of the Company.
Includes 2,717,765 shares held by Mr.
Osser or his family, 2,481,048 shares to be issued at the termination of his employment agreement, and 1,993,279 vested stock options to purchase common stock of the Company.
−Removed: Includes 608,835 shares held by Mr.
−Removed: Trombetta directly, 178,571 shares subject to warrants to purchase common stock of the Company in the name of Bp4 Sr.
−Removed: l, and 9,875,763 shares held directly by BP4 U.R.L.
−Removed: ("BP4") of which 5,982,906 shares were issued upon the conversion of $7 million of preferred stock at $1.17 per share, as adjusted to date.
−Removed: Innovest S.p.A.
−Removed: ("Innovest") is the controlling shareholder of BP4 and Mr.
−Removed: Trombetta is a controlling shareholder and director of Innovest, and, as such, is deemed to have voting and investment power over the securities held by BP4.
−Removed: Trombetta disclaims beneficial ownership of all securities held by BP4.
+Added: Includes 112,356 shares held by Dr.
+Added: Includes 9,672,192 shares held by BP4 S.R.L.
+Added: Pedro Palau, Liquidator, with an address at Corso Venezia 44, Milan, Italy 20121, is deemed to have voting and investment power over the securities held by BP4.
+Added: Based on information in the Schedule 13D filed by BP4 on February 7, 2025.
Securities Authorized for Issuance under Equity Compensation Plans
1 unchanged sentence
Equity compensation plan approved by stockholders
−Removed: Number of Securities to be issued upon exercise of outstanding options
−Removed: Weighted-average exercise price of outstanding options
+Added: Number of Securities to be issued upon exercise of outstanding options and warrants
+Added: Weighted-average exercise price of outstanding options and warrants
Number of securities remaining available for future issuance under equity compensation plan
−Removed: Grants under our 2020 Equity Incentive Plan (4)
+Added: Grants under our 2021 Stock Option Plan (4)
The 2020 plan, as amended and restated in 2021 and amended during 2024, provides for awards of restricted common stock and options to purchase up to a maximum of 11,500,000 shares of common stock and expires in December 2030.
4 unchanged sentences
United Systems
−Removed: Milestone Scientific has a supply agreement with United Systems (whose controlling shareholder, Tom Cheng, is a significant stockholder of Milestone Scientific), the principal supplier of its handpieces, pursuant to which it procures manufactured products under specific purchase orders, but without minimum purchase commitments.
+Added: Milestone Scientific has a supply agreement with United Systems the principal supplier of its handpieces, pursuant to which it procures manufactured products under specific purchase orders, but without minimum purchase commitments.
Purchases from this supplier were approximately $1.7 million and $2.3 million for the twelve months ended December 31, 2024, and 2023, respectively.
1 unchanged sentence
In June 2021, the Company signed a ten-year agreement with United Systems for supplier of the handpieces.
−Removed: In December 31, 2023 and 2022 the Company had approximately $270,000 and $630,000 sales to Milestone China or agents of Milestone China, an entity in which the Company formerly had an ownership interest terminating in 2021.
−Removed: Consulting Agreements
+Added: For the year ended December 31, 2023, the Company had approximately $270,000 sales to Milestone China or agents of Milestone China, an entity in which the Company formerly had an ownership interest terminating in 2021.
+Added: The Company reported no sales to Milestone China or agents of Milestone China during the year ended December 31,2024.
Tucker Andersen, a significant stockholder of Milestone Scientific, has an agreement with Milestone Scientific to provide financial and business strategic services.
−Removed: Expenses recognized on this agreement were $100,000 for years ended December 31, 2023 and 2022, respectively.
+Added: Expenses recognized on this agreement were $100,000 for year ended December 31, 2023.
+Added: The agreement was not renewed for the year ending December 31, 2024.
+Added: Director of Clinical Affairs
The Director of Clinical Affairs’ royalty fee was approximately $442,000 and $485,000 for the years ended December 31, 2024 and 2023, respectively.
−Removed: Additionally, Milestone Scientific expensed consulting fees to the Director of Clinical Affairs of $156,000 and $154,000 for the year ended December 31, 2023 and 2022, respectively.
+Added: Additionally, Milestone Scientific expensed consulting fees to the Director of Clinical Affairs of $156,000 for the year ended December 31, 2024 and 2023, respectively.
As of December 31, 2024, and 2023, Milestone Scientific owed the Director Clinical Affairs for royalties of approximately $110,000 and $114,000, respectively, which is included in accounts payable, related party and accrued expense, related party, in the consolidated balance sheet.
−Removed: Employment Contracts
+Added: Employment and Consulting Contracts
On March 2, 2021, the Company entered into a Royalty Sharing Agreement with Leonard Osser, pursuant to which Mr.
21 unchanged sentences
The Company recorded expenses of $200,000 related to the Consulting Agreement for each of the years ended December 31, 2024 and 2023, respectively.
−Removed: On January 1, 2022, the Company entered into an employment agreement with Mr.
−Removed: Arjan Haverhals.
−Removed: The employment term ends December 31, 2024, unless extended by mutual written agreement.
−Removed: Haverhals will serve as the President and Chief Executive Officer of the Company and such other senior executive positions as accepted and determined by the Board reasonably requests.
−Removed: As an executive, notwithstanding the fact that he is a director, Mr.
−Removed: Haverhals has board observer rights.
−Removed: The agreement calls for a base salary of $350,000 and bonus compensation of up to $400,000 per year, comprise of three separate performance based bonuses each up to $100,000 per year, based upon the Company’s achievement of three (3) performance or financial goals, as established by the Compensation Committee in its reasonable discretion;
−Removed: and (ii) a discretionary bonus up to $100,000, as determined by the Compensation Committee, in its sole discretion.
−Removed: Satisfaction of bonus goals will be determined by the Compensation Committee from time to time in its reasonable discretion.
−Removed: Bonus compensation, if any, shall be payable annually in arrears thirty-three percent (33%) in cash and sixty-seven percent (67%) in shares of the Company’s common stock.
−Removed: Haverhals will also be entitled to reimbursement of expenses, four weeks’ paid vacation, a car allowance and participation in company retirement plans and health insurance reimbursement.
−Removed: The agreement provides for the typical termination provisions.
−Removed: Haverhals is terminated for other than for cause or termination by him for good reason, he will be paid as severance, his base compensation, and certain other benefits, as provided in the employment agreement, for two years after termination.
+Added: Osser also owns 2,717,765 of the Company's stock, and 2,481,048 shares to be issued at the termination of his employment agreement.
+Added: As of February 2024, the University Pain Medicine Center (STEMMEE), of which Dr.
+Added: Demesmin, a Company board member is the CEO agreed to purchases products from the Company under the same terms and conditions applying to other medical pain clinics in the United States.
+Added: STEMMEE purchased medical products in the amount of $21,000 for the year ended December 31, 2024
+Added: The Company entered into a consulting agreement with Mr.
+Added: Arjan Haverhals, which commenced on January 1, 2025, and continues for an indefinite period, subject to the Company having the right to terminate the Consulting Agreement on 30 days advance notice in the event of his disability to provide services and either party having the right to terminate the Consulting Agreement on 90 days’ advance notice.
+Added: Haverhals will be paid an annual fee at the rate of $350,000, at the at the rate of $150,000 in respect of the first calendar quarter of 2025, and at the rate of $66,666, in respect of each subsequent calendar quarter of 2025, payable monthly in arrears, in each case in equal monthly installments on the last day of each month of such quarter.
+Added: The Company will reimburse Mr.
+Added: Haverhals for reasonable expenses in providing the services.
+Added: Haverhals will be an independent contractor and will not be provided with health and accident insurance, life insurance, paid sick leave and/or paid vacation time.
+Added: In connection with the Consulting Agreement, he has also entered into a Company-standard form of non-disclosure, non-solicitation, non-competition and invention agreement.
+Added: Haverhals continues as a director of the Company.
+Added: Haverhals continues as a director of Milestone Scientific.
+Added: Haverhals will be issued 638,023 shares of the Company's stock ninety days after his resignation as CEO.
+Added: April 2025 Financing
+Added: On April 9, 2025, the Company issued a series of promissory notes in the aggregate amount of $800,000, to Mr.
+Added: Neal Goldman, Ms.
+Added: Benedetta Casamento, and Dr.
+Added: Didier Demesmin, each of whom is a director of the Company.
+Added: The notes are due April 9, 2028, and bear interest at the annual rate of prime less 2.50%, payable annually.
+Added: All principal and interest shall be payable in cash and/or shares of common stock at the sole discretion of the Company.
+Added: The notes are convertible into shares of common stock by the holder at any time and by the Company at maturity.
+Added: If the Company sells equity securities for gross proceeds in excess of $4,000,000, the holders may request repayment of their note in either cash, shares of common stock or a combination of cash and shares;
+Added: provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure documentation, shall be in excess of $4,000,000.
+Added: Upon a liquidation event of the Company, as defined in the notes which includes a sale of the Company or assets, a merger, reorganization or combination transaction where the shareholders before the transaction own less than 50% of the Company after the transaction and a liquidation, dissolution or winding-up of the Company, the notes will be repaid in cash or its portion of any non-cash consideration.
+Added: The conversion rate for any issuance of shares of common stock will be at the then fair value of a share of common stock, with the fair value being determined with reference to the public market price of a share of common stock, but not less than $0.50.
+Added: The notes are unsecured and have typical default terms.
Principal Accountant Fees and Services
Milestone Scientific incurred aggregate audit and financial statement review fees of approximately $220,000 from Marcum for 2024.
−Removed: Milestone Scientific incurred audit and financial statement review fees of approximately $267,000 from Marcum and Friedman for 2022.
−Removed: These fees include fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our report on Form 10-Q's or services that are normally provided in connection with statutory and regulatory filings and fees related to registration statements.
+Added: Milestone Scientific incurred aggregate audit and financial statement review fees of approximately $295,200 from Marcum for 2023 These fees include fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our report on Form 10-Q's or services that are normally provided in connection with statutory and regulatory filings and fees related to registration statements.
Milestone Scientific incurred aggregate tax fees of approximately $33,000 from Marcum for 2024.
−Removed: Milestone Scientific incurred tax fees of approximately $40,000 from Marcum and Friedman for 2022.
+Added: Milestone Scientific incurred tax fees of approximately $42,000 from Marcum for 2023.
Audit Related Fees
−Removed: Milestone Scientific did not incur audit related fees from Marcum and Friedman in either 2023 or 2022.
+Added: Milestone Scientific did not incur audit related fees from Marcum in either 2024 or 2023.
All Other Fees
−Removed: Milestone Scientific did not incur other accounting fees from Marcum or Friedman in either 2023 or 2022.
+Added: Milestone Scientific did not incur other accounting fees from Marcum in either 2024 or 2023.
Audit Committee Administration of the Engagement
−Removed: The engagements with Friedman and Marcum as the Company’s principal accountants were approved in advance by the Board and the Audit Committee.
+Added: The engagements with Marcum as the Company’s principal accountants and tax compliance services were approved in advance by the Board and the Audit Committee.
No non-audit or non-audit related services were approved by the Audit Committee in either 2024 or 2023.
11 unchanged sentences
The following documents are filed as exhibits to this Report:
−Removed: Restated Certificate of Incorporation of Milestone filed on September 6, 2013 (1)
−Removed: Form of Certificate of Designation filed on April 18, 2014 (2)
−Removed: Certificate of Correction to the Certificate of Designation filed on May 12, 2014 (3)
−Removed: Amended and Restated By-laws of Milestone filed April 1, 2019 (4)
−Removed: Certificate of Amendment to Restated Certificate of Incorporation (5)
+Added: Certificate of Incorporation of Milestone as restated and amended as of March 25, 2025.
+Added: Amended and Restated By-laws filed April 1, 2019 (1)
Specimen stock certificate (2)
Description of Registrant’s Securities (3)
+Added: Form of Promissory Note, dated April 8,2025*
Lease dated November 25, 1996 between Livingston Corporate Park Associates, L.L.C.
6 unchanged sentences
Amended and Restated 2020 Equity Incentive Plan (9)
−Removed: E mployment Agreement, dated and effective as of January 1, 2022, between Arjan Haverhals and Milestone Scientific Inc.+ (14)
+Added: Employment Agreement, dated and effective as of January 1, 2022, between Arjan Haverhals and Milestone Scientific Inc.+ (10)
Underwriting Agreement, dated as of December 10, 2023, between the Company and Maxim Group LLC (11)
Amended Employment agreement dated and effective July 5, 2023 between Arjan Haverhals and Milestone Scientific Inc.
+Added: Consulting Agreement, dated December 18, 2024, between Arjan Haverhals and Milestone Scientific Inc.
Code of Ethics (14)
2 unchanged sentences
Consent of Marcum LLP *
−Removed: Rule 13a-14(a) Certification-Chief Executive Officer*
−Removed: Section 1350 Certifications-Chief Executive Officer* / ***
+Added: Rule 13a-14(a) Certification-Chief Executive Officer and Principal Financial Officer *
+Added: Section 1350 Certifications-Chief Executive Officer and Principal Financial Officer * / ***
Clawback Policy, dated 2023 (16)
9 unchanged sentences
Furnished, not filed, in accordance with item 601(32) (ii) of Regulations-S-K.
−Removed: Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2013, Exhibit 3.1.
−Removed: Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on April 18, 2014, Exhibit 10.2.
−Removed: Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2015, Exhibit 3.3.
−Removed: Incorporated by reference to Milestone Scientific’s Form 10-K filed with the SEC on April 1, 2019, Exhibit 3.4.
−Removed: Incorporated by reference to Milestone Scientific’s Form 10-K/A filed with the SEC on April 2, 2020, Exhibit 3.4.
−Removed: Incorporated by reference to Amendment No.
−Removed: 1 to Milestone Scientific’s Registration Statement on Form 10-KSB for the year ended May 15, 1995
+Added: Incorporated by reference to Milestone Scientific’s For 10-K filed with SEC on April 1, 2019.
+Added: Incorporated by reference to Amendment No1 to Milestone Scientific’s Registration Statement on Form 10-KSB for the year ended May 15, 1995.
Incorporated by reference to Milestone Scientific’s Form 10-K filed with the SEC on March 31, 2022, Exhibit 4.6.
Incorporated by reference to Milestone’s Form 10-KSB for the year ended December 31, 1996.
−Removed: Incorporated by reference to Milestone Scientific’s Form 10-K filed with the SEC on April 4, 2005, Exhibit 10.37
+Added: Incorporated by reference to Milestone Scientific’s Form 10-KSB filed with the SEC on April 4, 2005, Exhibit 10.37.
Filed as Appendix A to Milestone Scientific’s Proxy Statement filed with the SEC on May 2, 2011 and incorporated herein by reference.
4 unchanged sentences
Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on December 12, 2023, Exhibit 1.1.
+Added: Incorporated by reference to Milestone Scientific’s Form 10Q filed with the SEC on August 15, 2022, Exhibit 10.1.
+Added: Incorporated by reference to Milestone Scientific Form 8K filed with SEC on December 20, 2024.
+Added: Exhibit 10.1.
+Added: Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 10.14.
+Added: Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 19.1.
+Added: Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 99.1.
Form 10-K Summary
1 unchanged sentence
Milestone Scientific Inc.
−Removed: /s/Arjan Haverhals
−Removed: Chief Executive Officer
−Removed: March 29, 2024
+Added: /s/Neil Goldman
+Added: Chairman of the Board, Interim Chief Executive Officer, and Acting Chief Accounting Officer (Principal Executive and Accounting Officer)
+Added: April 15, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Neal Goldman
−Removed: March 29, 2024
−Removed: Chairman and Director
+Added: April 15, 2025
+Added: Chairman of the Board, Interim Chief Executive Officer and Acting Chief Accounting Officer (Principal Executive and Accounting Officer)
/s/ Leonard Osser
−Removed: March 29, 2024
+Added: April 15, 2025
Vice Chairman and Director
Leonard Osser
−Removed: /s/ Gian Domenico Trombetta
−Removed: March 29, 2024
−Removed: Gian Domenico Trombetta
/s/ Benedetta Casamento
−Removed: March 29, 2024
+Added: April 15, 2025
Benedetta Casamento
/s/ Michael McGeehan
−Removed: March 29, 2024
+Added: April 15, 2025
Michael McGeehan
Didier Demesmin
−Removed: March 29, 2024
+Added: April 15, 2025
Didier Demesmin
−Removed: March 29, 2024
+Added: April 15, 2025
REPORT INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
29 unchanged sentences
Critical Audit Matters
+Added: Critical Audit Matter Description
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: We determined that there are no critical audit matters.
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Management ’ s Assessment over Going Concern – Refer to Note B to the financial statements
+Added: Critical Audit Matter Description
+Added: During the course of our audit, we identified conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
+Added: These conditions include, but are not limited to, losses from operations, negative cash flows from operating activities, and an accumulated deficit.
+Added: The Company's financial statements disclose information about these conditions and management's plans to alleviate them, which include increasing revenues and reduction of expenses to improve the Company's operational efficiency and receipt of financings subsequent to the balance sheet date.
+Added: We devoted significant audit attention to the aforementioned conditions, management’s plans to alleviate substantial doubt and the adequacy of the related disclosures in the financial statements.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the going concern assessment included the following, among others:
+Added: We obtained management’s budget for the going concern assessment period and evaluated the reliability of the underlying data used to prepare the assessment.
+Added: We evaluated the reasonableness of management’s plans including their intent and ability to execute the plans to alleviate substantial doubt about the Company’s ability to continue as a going concern.
+Added: Our procedures included analyzing and sensitizing forecasted revenue by comparing to historical trends and evaluating the reasonableness of significant expense categories.
+Added: We performed subsequent event procedures which included examining related party loan agreements and to determine if any contradictory evidence existed subsequent to December 31, 2024.
+Added: We evaluated the adequacy of the Company’s disclosures in Note B in relation to the going concern uncertainty matter.
/s/ Marcum LLP
We have served as the Company’s auditor since 2016
−Removed: East Hanover, New Jersey
−Removed: March 29, 2024
+Added: Morristown, New Jersey
+Added: April 15, 2025
MILESTONE SCIENTIFIC AND SUBSIDIARIES
6 unchanged sentences
Marketable securities
−Removed: Accounts receivable (net of allowance for credit losses of $ 10 K at December 31, 2023 and 2022) 312,664 693,717
+Added: Accounts receivable, net of allowance for credit losses of $ 10,000 , respectively
+Added: 475,376 312,664
Prepaid expenses and other current assets
24 unchanged sentences
304,293 137,189
−Removed: Accrued liabilities noncontrolling interests 214,000 -
+Added: Accrued liabilities noncontrolling interest
Current portion of finance lease liabilities
+Added: 12,530 10,264
Current portion of operating lease liabilities
7 unchanged sentences
$ 3,964,372 $ 3,359,000
−Removed: Commitments (see Note P)
+Added: Commitments and contingencies
Stockholders’ equity
1 unchanged sentence
authorized 100,000,000 shares;
−Removed: 75,881,840 shares issued and 75,848,507 shares outstanding as of December 31, 2023 shares;
78,047,798 shares issued and 78,014,465 shares outstanding as of December 31, 2024;
+Added: 75,881,840 shares issued and 75,848,507 shares outstanding as of December 31, 2023;
78,048 75,881
8 unchanged sentences
5,832,700 8,012,512
−Removed: Noncontrolling interest
−Removed: - ( 219,276 )
−Removed: Total stockholders’ equity
−Removed: 8,012,512 10,006,434
Total liabilities and stockholders’ equity
19 unchanged sentences
( 6,756,957 ) ( 7,106,474 )
−Removed: Interest income (expense)
+Added: Interest income
60,265 125,527
−Removed: Provision for income Taxes - -
+Added: Gain on sale of net operating losses
Loss before provision for income taxes
2 unchanged sentences
Net loss attributable to noncontrolling interests
−Removed: ( 51,843 ) ( 66,735 )
Net loss attributable to Milestone Scientific Inc.
17 unchanged sentences
Total Stockholder Equity
−Removed: Balance January 1, 2022
+Added: Balance at January 1, 2023
69,306,497 $ 69,306 $ 127,478,325 $ ( 116,410,405 ) $ ( 219,276 ) $ ( 911,516 ) $ 10,006,434
1 unchanged sentence
- - 1,467,425 - - - 1,467,425
−Removed: Common stock issued to be employee for bonus
−Removed: - - 264,385 - - - 264,385
−Removed: Common stock issued to employee for compensation
+Added: Common stock issued in public offering net of issuance cost of $ 431,849
4,765,000 4,765 2,565,336 - - - 2,570,101
−Removed: Common stock to be issued for payment of consulting services
+Added: Common stock issued for payment of consulting services
1,051,660 1,051 744,948 - - - 745,999
−Removed: Common stock to be issued to employees for bonuses
+Added: Common stock to be issued to employees for compensation
- - 417,500 - - - 417,500
1 unchanged sentence
758,683 759 ( 759 ) - - - -
+Added: Repurchase of noncontrolling interest
- - ( 485,119 ) - 271,119 - ( 214,000 )
−Removed: Balance December 31, 2022
- - ( 6,929,104 ) ( 51,843 ) - ( 6,980,947 )
+Added: Balance at December 31, 2023
+Added: 75,881,840 $ 75,881 $ 132,187,656 $ ( 123,339,509 ) $ - $ ( 911,516 ) $ 8,012,512
Stock based compensation
- - 1,345,125 - - - 1,345,125
−Removed: Common stock issued in public offering net of issuance cost of $ 431,849
+Added: Common Stock issued in public offering
372,110 372 191,784 - - - 192,156
−Removed: Common stock issued to consultants
+Added: Common Stock issued exercised warrants
103,500 103 51,647 - - - 51,750
−Removed: Common stock issued to be employee for compensation
+Added: Common stock issued for payment of consulting services
644,145 644 479,157 - - - 479,801
+Added: Common stock issued to employees for bonuses
+Added: 353,102 355 ( 355 ) - - - -
Common stock issued to board of directors for services
674,162 674 (674 ) - - - -
−Removed: Repurchase of noncontrolling interest
+Added: Restricted stock issued to employees
18,939 19 ( 19 ) - - - -
+Added: Common stock to be issued for payment of consulting services
- - 100,000 100,000
−Removed: Balance December 31, 2023
+Added: Common stock to be issued to employees for compensation
- - 364,953 - - - 364,953
+Added: - - ( 4,713,597 ) - - ( 4,713,597 )
+Added: Balance at December 31, 2024
+Added: 78,047,798 $ 78,048 $ 134,719,274 $ ( 128,053,106 ) $ - $ ( 911,516 ) $ 5,832,700
See notes to Consolidated Financial Statements
2 unchanged sentences
YEARS ENDED DECEMBER 31,
−Removed: December 31, 2023
−Removed: December 31, 2022
Cash flows from operating activities:
2 unchanged sentences
Depreciation expense
−Removed: 12,999 14,180
Amortization of intangibles
3 unchanged sentences
Inventory reserve
−Removed: 258,011 582,299
Employees paid in stock
7 unchanged sentences
Changes in operating assets and liabilities:
−Removed: Decrease in accounts receivable
+Added: (Increase) decrease in accounts receivable
( 162,712 ) 356,188
Increase in inventories
−Removed: Increase in advances ( 46,246 ) ( 16,041 )
+Added: ( 1,075,029 ) ( 1,103,861 )
+Added: Decrease (increase) in advances on contracts
+Added: 96,288 ( 46,246 )
Increase in prepaid expenses and other current assets
−Removed: (Decrease) increase in accounts payable
( 46,860 ) ( 73,912 )
−Removed: (Decrease) increase in accounts payable, related party
+Added: Increase (decrease) in accounts payable
331,789 ( 413,125 )
−Removed: Increase (decrease) in accrued expenses
+Added: Increase (decrease) in accounts payable, related party
82,801 ( 392,981 )
−Removed: (Decrease) in accrued expenses, related party ( 30,361 ) ( 246,692 )
+Added: Increase in accrued expenses
+Added: 70,610 386,882
+Added: Increase (decrease) in accrued expenses, related party
+Added: 167,104 ( 30,361 )
Decrease operating right of use lease asset
6 unchanged sentences
Sale of marketable securities
+Added: 2,976,573 4,966,213
Purchase of marketable securities
- ( 7,933,504 )
−Removed: Net cash provided by (used in) in investing activities
+Added: Net cash provided by (used in) investing activities
$ 2,966,449 $ ( 2,972,172 )
Cash flows from financing activities:
−Removed: Net proceeds from issuance of Common Stock
+Added: Net proceeds from public placement offering
+Added: 192,156 2,570,101
+Added: Net Proceeds exercise of warrants
Payments finance lease obligations
( 10,136 ) ( 9,366 )
−Removed: Net cash provided by (used in) financing activities
+Added: Net cash provided by financing activities
$ 233,771 $ 2,560,735
−Removed: Net decrease in cash and cash equivalents
+Added: Net increase (decrease) in cash and cash equivalents
280,345 ( 5,737,566 )
5 unchanged sentences
Declared repurchase of noncontrolling interest
+Added: Initial recognition of finance lease-right of use asset
+Added: Initial recognition of finance lease-right of use liabilities
See notes to Consolidated Financial Statements
21 unchanged sentences
Food and Drug Administration (FDA) on the CompuFlo ® Epidural Computer Controlled Anesthesia System (“Epidural”).
−Removed: We are in the process of meeting with medical facilities and device distributors within the United States, Middle East and Europe.
−Removed: Certain of our medical instruments have obtained European CE mark approval and can be marketed and sold in most European countries.
−Removed: In 2020, the Company received a Notice of Allowance from the United States Patent and Trademark Office (USPTO) related to its new CompuPulse System, which combines the benefits of our CompuWave technology with a manual syringe.
−Removed: The new CompuPulse System allows one to identify a pulsatile pressure waveform in a variety of applications, thereby improving the reliability and safety of a drug delivery procedure.
−Removed: Importantly, not all procedures require the sophistication of our CompuFlo system, which precisely controls the administration and flow rate of medication as it is being administered.
−Removed: This new technology provides an efficient and low-cost alternative for procedures where a manual syringe may suffice, while still providing the ability to verify needle and subsequent catheter placement.
−Removed: NOTE B- LIQUIDITY AND UNCERTAINTIES
−Removed: The Company has evaluated whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
+Added: NOTE B--GOING CONCERN AND LIQUIDITY
+Added: Our financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going concern basis.
+Added: The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements.
The Company has incurred total losses since inception of $ 128.1 million.
−Removed: The operating losses were $ 7.1 million and $ 8.8 million, for the years ended December 31, 2023, and 2022, respectively.
−Removed: On December 31, 2023, Milestone Scientific had cash and cash equivalents and marketable securities of approximately $ 6.0 million and working capital of approximately $ 7.7 million.
−Removed: For the twelve months ended December 31, 2023 and 2022, we had cash flows used in operating activities of approximately $ 5.3 million and $ 6.0 million, respectively.
−Removed: Management has prepared cashflow forecasts covering a period of 12 months from the date of issuance of these financial statements.
−Removed: These forecasts include several revenue and operating expense assumptions which indicate that the Company’s current cash and liquidity is sufficient to finance the operating requirements for at least the next 12 months.
−Removed: Additionally, the Company was approved on September 12, 2023 to sell Net Operating Losses through the New Jersey Technology Business Tax Certificate Transfer Program (“NJ NOL Program”), a program administered by the New Jersey Economic Development Authority (“NJEDA”).
−Removed: Management believes this program will generate positive cash flow in the near future.
−Removed: Milestone Scientific is actively pursuing the generation of positive cash flows from operating activities through an increase in revenue from its dental business worldwide, the generation of revenue from its medical devices and disposables business in the United States and worldwide, and a reduction in operating expenses.
+Added: The Company’s operating losses were $ 6.8 million and $ 7.1 million, for the years ended December 31, 2024, and 2023, respectively .
+Added: On December 31, 2024, Milestone Scientific had cash and cash equivalents of approximately $ 3.3 million and working capital of approximately $ 5.5 million.
+Added: For the years ended December 31, 2024 and 2023, we had cash flows used in operating activities of approximately $ 2.9 million and $ 5.3 million, respectively.
+Added: These conditions raise substantial doubt about the company ability to continue as a going concern.
+Added: Management has developed and is implementing plans to increase revenues and decrease professional and consulting fees over the next twelve months.
+Added: The Company has also decided to delay all research and development on the Single Tooth Anesthesia System next generation instrument.
+Added: The Company believes that the existing cash and cash equivalents along with management plans, and the $ 800,000 in related party note financing received in April 2025 ( See Note P) will be sufficient to enable the Company to fund operations for the twelve months from the issuance of these financial statements and alleviates substantial doubt about the Company’s ability to continue as a going concern.
+Added: The Company is actively pursuing the generation of positive cash flows from operating activities through an increase in revenue from its dental business worldwide, the generation of revenue from its medical devices and disposables business in the United States and worldwide, and a reduction in operating expenses.
However, the Company’s continued operations will depend on its ability to raise additional capital through various potential sources until it achieves profitability, if ever.
−Removed: In addition to its employees, the Company relies on (i) distributors, agents, and third -party logistics providers in connection with product sales and distribution and (ii) raw material and component suppliers in the U.S., Europe, and China.
−Removed: If the Company, or any of these entities encounter any disruptions to its or their respective operations or facilities, or if the Company or any of these third -party partners were to shut down for any reason, including by fire, natural disaster, such as a hurricane, tornado or severe storm, power outage, systems failure, labor dispute, pandemic or other public health crises, or other unforeseen disruption, then the Company or they may be prevented or delayed from effectively operating its or their business, respectively.
NOTE C — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
−Removed: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), and the applicable rules and regulations of the Securities and Exchange Commission (SEC) include the accounts of Milestone Scientific and its wholly owned and majority owned subsidiaries, including, Wand Dental (wholly owned), and Milestone Innovations Inc.(wholly owned).
+Added: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), and the applicable rules and regulations of the Securities and Exchange Commission (SEC) include the accounts of Milestone Scientific and its wholly owned and majority owned subsidiaries, including, Wand Dental (wholly owned), and Milestone Innovations Inc.
+Added: (wholly owned).
All significant, intra-entity transactions and balances have been eliminated in the consolidation.
1 unchanged sentence
Losses attributed to noncontrolling interests are reported separately in our consolidated statements of operations.
−Removed: During December 2023, the Board of Directors of the Company approved a resolution to repurchase the remaining minority stake of Milestone Medical, Inc.
−Removed: for $ 214,000 .
−Removed: Concurrently, the Company transferred the net assets of Milestone medical, Inc.
−Removed: to a newly created, wholly-owned subsidiary, Milestone Innovations, Inc,.
−Removed: a Delaware corporation.
+Added: During the year ended December 31, 2023, the Board of Directors of the Company approved the merger of Milestone Medical, Inc., a 98% -owned subsidiary of the Company (“MMD”), with and into Milestone Innovation, Inc, a newly form wholly-owned subsidiary of the Company and being the surviving corporation .
+Added: As a result, all of the assets of MMD automatically became assets of Milestone Innovations, Inc.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
−Removed: The most significant estimates relate to the inventory valuation, and cash flow assumptions going concern considerations.
+Added: The most significant estimates relate to inventory valuation and cash flow assumptions regarding evaluations of going concern considerations.
The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances.
On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience.
−Removed: Changes in estimates are recorded in the period in which they become known Actual results could differ from those estimates.
+Added: Changes in estimates are recorded in the period in which they become known.
+Added: Actual results could differ from those estimates
Revenue Recognition
7 unchanged sentences
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606.
−Removed: The Company derives its revenues from the sale of its products, primarily dental instruments, handpieces, and other related products.
−Removed: The Company sells its products directly to consumers in the United States and through a global distribution network that includes both exclusive and non-exclusive distribution agreements with related and third parties.
−Removed: Revenue from product sales is recognized upon transfer of control of a product to a customer at a point in time, generally upon date of shipment.
+Added: The Company derives its revenues from the sale of its products, primarily dental and medical instruments, handpieces, and other related products.
+Added: The Company sells its products directly to consumers in the United States and through a global distribution network that includes both exclusive and non-exclusive distribution agreements international.
+Added: Revenue is recognized at the point of shipment for all sales.
The Company has no obligation to product sales for any installation, set-up, or maintenance, these being the responsibility of the buyer.
Milestone Scientific's only obligation after sale is the normal commercial warranty against manufacturing defects if the alleged defective unit is returned within the warranty period.
−Removed: As of January 3, 2023, the Company launched an E-Commerce platform, selling and shipping STA Single Tooth Anesthesia Systems® (STA) and handpieces directly to dental offices and dental groups within the United States.
−Removed: Our E-commerce portal accepts online payments via credit and debit cards.
+Added: The Company sells its STA Single Tooth Anesthesia Systems® (STA) and handpieces directly to dental offices and dental groups within the United States via an online portal.
+Added: The Company's E-Commerce portal accepts online payments via credit and debit cards.
The cost of delivery is charged to the customer along with appropriate sales tax.
4 unchanged sentences
The Company relies on historical return rates to estimate returns.
−Removed: The Company terminated its major U.S.
−Removed: distributor contract as of December 31, 2022.
−Removed: That distributor had return rights in connection with this contract termination that extended through March 31, 2023.
−Removed: The Company recorded allowance of approximately $ 179,000 for those returns within its December 31, 2022 financial statements.
−Removed: As of December 31, 2023 no returns have been presented, and the Company reversed the allowance for sales returns.
Financing and Payment
5 unchanged sentences
Dental, and Medical.
−Removed: Therefore, the results of the Company's operations are reported on a consolidated basis for the purposes of segment reporting, consistent with internal management reporting.
−Removed: See Note M for revenues by geographical market, based on the customer’s location, and product category for the years ended December 31, 2023 and 2022 respectively.
+Added: The Company evaluates each of two segments based on performance, using segment financial information compiled utilizing the accounting policies listed in Note B of this Form 10 -K.
+Added: The profitability of the segment helps the Company evaluate staffing levels, assess available cash for allocation to projects and resources, and make informed decisions on whether the segment's activities should be modified to align with the Company’s overall near- and long-term strategies.
+Added: See Note K for revenues by geographical market, based on the customer’s location, and product category for the years ended December 31, 2024 and 2023 respectively.
Cash and Cash Equivalents
4 unchanged sentences
The Company’s marketable securities are comprised of treasury bills with an original maturity greater than three months from date of purchase.
−Removed: The Company’s marketable securities are measured at fair value and are accounted for in accordance with ASU 2016 - 01.
+Added: The Company’s marketable securities are measured at fair value and are accounted for in accordance with Accounting Standards Codification (“ASC”) 825, “Financial Instruments – Overall”.
Unrealized holding gains and losses on treasury bills are recorded in interest income on the consolidated statements of operations.
8 unchanged sentences
treasury securities, with maturity dates within 3 and 6 months.
+Added: The Company did not own any marketable securities as of December 31, 2024.
Accounts Receivable
32 unchanged sentences
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
−Removed: On December 31, 2023 and 2022, we had no uncertain tax positions that required recognition in the consolidated financial statements.
+Added: At December 31, 2024 and 2023, we had no uncertain tax positions that required recognition in the consolidated financial statements.
Milestone Scientific's policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the Consolidated Statements of Operations.
1 unchanged sentence
Tax returns for the 2021, 2022, and 2023 years are subject to audit by federal and state jurisdictions.
+Added: In April 2024, we received approximately $ 2.0 million, net of expenses, from the sale of New Jersey net operating losses (“NOL”), that were eligible for sale under the State of New Jersey’s Economic Development Authority’s New Jersey Technology Business Tax Certificate Transfer Program (”NJEDA Program”).
+Added: The Company recorded this amount within Gain on sale of net operating losses within the consolidated statement of operations.
+Added: Pursuant to the NJEDA program, the Company must retain a physical presence in the state of New Jersey for a period of 5 years after the sale of the of the NOLs.
+Added: If the Company does not retain a physical presence during the 5 years after the sale of the NOLs, the Company can be liable to pay the state of New Jersey up to $ 2.2 million of the surrendered NOLs.
Basic and Diluted Net Loss Per Common Share
19 unchanged sentences
Stock-Based Compensation
−Removed: Milestone Scientific accounts for stock-based compensation under ASC Topic 718, Share-Based Payment.
−Removed: ASC Topic 718 requires all share-based payments to employees, non-employees, directors, and officers, including grants of employee stock options, to be recognized in the consolidated statements of operations over the service period, as an operating expense, based on the grant-date fair values.
+Added: Milestone Scientific accounts for stock-based compensation under ASC 718, “Share-Based Payment” (“ASC 718” ).
+Added: ASC 718 requires all share-based payments to employees, non-employees, directors, and officers, including grants of employee stock options, to be recognized in the consolidated statements of operations over the service period, as an operating expense, based on the grant-date fair values.
The Company accounts for forfeitures as they occur.
8 unchanged sentences
Recently Issued Accounting Pronouncement
−Removed: In November 2023, FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ), Improvements to Reportable Segment Disclosures , which provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures around segment expenses.
−Removed: ASU 2023 - 07 requires us to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.
−Removed: ASU 2023 - 07 also requires that the Company disclose an amount for other segment items by reportable segment, a description of their composition and provide all annual disclosures about a reportable segment’s profit or loss and assets pursuant to Topic 280 during interim periods.
−Removed: The Company must also disclose the CODM’s title and position, as well as certain information around the measures used by the CODM and an explanation of how the CODM uses the reported measures in assessing segment performance and deciding how to allocate resources.
−Removed: For public entities with a single reportable segment, the entity must provide all the disclosures required pursuant to ASU 2023 - 07 and all existing segment disclosures under Topic 280.
−Removed: The amendments of ASU 2023 - 07 are effective for us for annual periods beginning January 1, 2024, and effective for interim periods beginning January 1, 2025.
+Added: In November 2024, the Financial Accounting Standards Board, “FASB”, issued Accounting Standards Update “ASU” 2024 - 03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220 - 40 ) , to improve the disaggregation of expenses within the consolidated statement of operations.
+Added: The amendments in ASU 2024 - 03 require disclosures, in the notes to the consolidated financial statements, specified information about certain costs and expenses.
+Added: The amendments require that at each interim and annual reporting period an entity disclose (a) employee compensation, (b) depreciation, and (c) intangible asset amortization included in each relevant expense caption;
+Added: include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements;
+Added: and disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.
+Added: The amendments in ASU 2024 - 03 are effective January 1, 2027, and effective for interim periods beginning January 1, 2028.
Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.
−Removed: The Company will evaluate the impact of ASU 2023 - 07 on our financial statements.
+Added: The Company will evaluate the impact of ASU 2024 - 03 on its financial statements.
In December 2023, FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):
8 unchanged sentences
Recently Adopted Accounting Pronouncement
−Removed: In June 2016, the FASB issued ASU 2016 - 13, Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13” ), which amends the guidance on measuring credit losses for certain financial assets measured at amortized cost, including trade receivables.
−Removed: The FASB has subsequently issued several updates to the standard, providing additional guidance on certain topics covered by the standard.
−Removed: This update requires entities to recognize an allowance for credit losses using a forward-looking expected loss impairment model, taking into consideration historical experience, current conditions, and supportable forecasts that impact collectability.
−Removed: As January 1, 2023, the Company adopted ASU 2016 - 13, Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13” ) the adoption of this ASU does not have a material impact on our financial statements.
−Removed: In November 2019, the FASB issued ASU 2019 - 10, Financial Instruments - Credit Losses (Topic, 326 ), Derivatives and hedging (Topic 815 ), and Leases (Topic 842 ):
−Removed: Effective dates , which deferred the effective date of ASU 2016 - 13 for the Company.
−Removed: As a result of ASU 2019 - 10, ASU 2016 - 13 is effective for all entities with fiscal years beginning after December 15, 2022, including interim periods.
−Removed: As of January 1, 2023, the Company adopted ASU 2019 - 10, Financial Instruments - Credit Losses (Topic, 326 ), Derivatives and hedging (Topic 815 ), and Leases (Topic 842 ) the adoption of this ASU does not have a material impact on our financial statements.
+Added: In November 2023, FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ), Improvements to Reportable Segment Disclosures , which provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures around segment expenses.
+Added: ASU 2023 - 07 requires us to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.
+Added: ASU 2023 - 07 also requires that the Company disclose an amount for other segment items by reportable segment, a description of their composition and provide all annual disclosures about a reportable segment’s profit or loss and assets pursuant to Topic 280 during interim periods.
+Added: The Company must also disclose the CODM’s title and position, as well as certain information around the measures used by the CODM and an explanation of how the CODM uses the reported measures in assessing segment performance and deciding how to allocate resources.
+Added: For public entities with a single reportable segment, the entity must provide all the disclosures required pursuant to ASU 2023 - 07 and all existing segment disclosures under Topic 280.
+Added: The amendments of ASU 2023 - 07 are effective for us for annual periods beginning January 1, 2024, and effective for interim periods beginning January 1, 2025.
+Added: Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.
+Added: As of January 1, 2024, the Company adopted ASU 2023 - 07 on within consolidated financial statements.
+Added: See Note K for more information.
NOTE D — INVENTORIES
4 unchanged sentences
Medical finished goods
−Removed: 14,730 334,124
Component parts and other materials
2 unchanged sentences
$ 3,713,215 $ 2,638,186
−Removed: The Company has recorded an allowance on slow moving Medical finished goods due to the slow adoption of the epidural instruments and handpieces for approximately $ 258,000 and $ 582,000 as of December 31, 2023 and 2022, respectively.
+Added: The Company has recorded an allowance on slow moving Medical finished goods due to the slow adoption of the epidural instruments and handpieces for approximately zero and $ 258,000 as of December 31, 2024 and 2023, respectively.
NOTE E — ADVANCES ON CONTRACTS
24 unchanged sentences
$ 12,921 $ 10,024
−Removed: Depreciation expenses was $ 12,999 and $ 14,180 for the years ended December 31, 2023, and 2022, respectively.
+Added: Depreciation expense was $ 7,218 and $ 12,999 for the year ended December 31, 2024, and 2023, respectively.
NOTE G — INTANGIBLES, NET
December 31, 2024
−Removed: Accumulated Amortization
−Removed: Patents-foundation intellectual property
−Removed: $ 1,377,863 $ ( 1,199,227 ) $ 178,636
−Removed: $ 1,377,863 $ ( 1,199,227 ) $ 178,636
December 31, 2023
+Added: Patents-foundation intellectual property at cost
+Added: $ 1,377,863 $ 1,377,863
Accumulated Amortization
−Removed: Patents-foundation intellectual property
( 1,229,459 ) ( 1,199,227 )
7 unchanged sentences
In addition, the Company granted the Underwriter a 45 -day option to purchase up to an additional 714,750 shares of Common Stock at the same price to cover over-allotments.
−Removed: Refer to subsequent event note Q.
+Added: On January 12, 2024 the underwriter exercised its over-allotment option as to 372,110 shares of common stock for net proceeds after discounts and commission of $ 192,156 .
NONCONTROLLING INTEREST
6 unchanged sentences
Due to the nature of the transaction, the Company did not remeasure the transferred assets at fair value but recorded them at their carrying basis at the time of transfer pursuant to ASC 805.
−Removed: As the Company was acquiring an additional interest in Milestone Medical, the Company accounted for the transaction as a capital transaction pursuant to ASC 810, Consolidation , as the Company retained control of both Milestone Medical, Inc.
+Added: As the Company acquired an additional interest in Milestone Medical, the Company accounted for the transaction as a capital transaction pursuant to ASC 810, Consolidation , as the Company retained control of both Milestone Medical, Inc.
and Milestone, Innovations, Inc prior to and subsequent to the transaction.
−Removed: As of December 31, 2023, the Company recorded a liability due to the minority shareholder of Milestone Medical.
−Removed: The Company recorded a charge to additional paid in capital of approximately $ 485,000 which includes the reclassification of accumulated deficit attributed to the non-controlling interest on the date of the transaction and payable to non-controlling interest holders as a result of this transaction.
+Added: As of December 31, 2023, the Company recorded a liability due to the minority shareholder of Milestone Medical for $ 214,000 .
+Added: During the year ended December 31, 2023, the Company recorded a charge to additional paid in capital of approximately $ 485,000 which includes the reclassification of accumulated deficit attributed to the non-controlling interest on the date.
+Added: Subsequent to December 31, 2023, the Company satisfied its liabilities to the non-controlling shareholders.
The following table summarizes information about shares issuable under warrants outstanding on December 31, 2024:
5 unchanged sentences
314,572 0.50 0.10 $ 59,737
+Added: ( 103,500 ) 0.50 - -
Expired or cancelled
1 unchanged sentence
Outstanding and exercisable at December 31, 2024
−Removed: 314,572 0.50 0.10 59,737
+Added: During the year ended December 31, 2024, the Company issued 103,500 shares of common stock for warrants issued in 2019.
+Added: The warrants were exercised at $ 0.50 for proceeds of $ 51,751 .
SHARES TO BE ISSUED
−Removed: As of December 31, 2023 and 2022, there were 2,571,292 and 2,057,976 , respectively shares to be issued whose issuance has been deferred under the terms of an employment agreements with the former Interim Chief Executive Officer, former Chief Financial Officer, and other employees of Milestone Scientific.
+Added: As of December 31, 2024 and 2023, there were 2,761,225 and 2,571,292 , respectively shares to be issued whose issuance has been deferred under the terms of an employment agreements with Executive Officer, and other employees of Milestone Scientific.
Such shares will be issued to each party upon termination of their employment.
1 unchanged sentence
The number of shares was fixed at the date of grant and were fully vested upon grant date.
−Removed: The following table summarizes information about shares to be issued on December 31, 2023 and 2022.
−Removed: Shares-to-be-issued, outstanding January 1, respectively
+Added: The following table summarizes information about shares to be issued through December 31, 2024 and 2023.
+Added: December 31, 2024
+Added: December 31, 2023
+Added: Shares-to-be-issued, outstanding January 1, 2024 and 2023, respectively
3,098,917 2,440,673
3 unchanged sentences
( 353,102 ) -
−Removed: Shares-to be issued outstanding December 31, respectively
+Added: Shares-to be issued outstanding December 31, 2024 and 2023, respectively
3,393,017 3,098,917
1 unchanged sentence
The Milestone Scientific Inc., Amended and Restated 2020 Equity Incentive Plan, provides for awards of restricted common, stock restricted stock units, options to purchase and other awards.
−Removed: On June 28, 2023 the plan was amended and restated (the "2020 Plan") the maximum 4,000,000 common stock share was increased to 11,500,000 shares of common stock.
+Added: On June 28, 2023 the plan was amended and restated (the "2020 Plan") to increase the maximum shares that can be issued thereunder to 11,500,000 shares of common stock.
The plan expires in June 2031.
11 unchanged sentences
Aggregate Intrinsic Options Value $
−Removed: Options outstanding January 1, 2023
+Added: Options outstanding at January 1, 2024
3,036,989 2.29 5.41 -
13 unchanged sentences
Aggregate Intrinsic Options Value $
−Removed: Options outstanding January 1, 2023
+Added: Options outstanding at January 1, 2024
91,663 1.76 2.25 2,833
2 unchanged sentences
Exercised during 2024
+Added: Forfeited or expired during 2024
( 16,666 ) 0.55 - -
11 unchanged sentences
Non-vested as December 31, 2024
−Removed: As of December 31, 2023, there were 18,947 restricted shares granted and deferred under the terms of an employment agreement with the Territory Manager of Milestone Scientific.
+Added: As of December 31, 2024, all restricted shares granted and deferred under the terms of employment agreements with each Territory Manager of Milestone Scientific are fully vested.
Such shares will be issued to each party upon completion of 2 years of employment.
−Removed: For the years ended December 31, 2023 and 2022, the Company recognized negative stock compensation expense of approximately ($ 15,000 ) and $( 20,000 ), respectively.
−Removed: As of December 31, 2023, the total unrecognized compensation expense was $ 2,000 related to unvested restricted stock awards for Territory Managers, which the Company expects to recognize over an estimated weighted-average period of 0.21 years.
+Added: For the years ended December 31, 2024 and 2023, the Company recognized stock compensation expense of approximately $ 0 and $( 15,000 ), respectively.
+Added: As of December 31, 2024, there was no unrecognized compensation expense.
As of December 31, 2024, the Company entered into restricted stock agreements with members of the Board of Directors of the Company.
4 unchanged sentences
These awards vest immediately upon a change of control as defined in the agreements.
−Removed: For the year ended December 31, 2023, the Company recognized approximately $ 576,000 for restricted stock expenses recorded in general and administrative expenses on the statement of operation.
+Added: For the year ended December 31, 2024 and 2023, the Company recognized approximately $ 638,000 and $ 576,000 for restricted stock expenses recorded in general and administrative expenses on the statement of operation.
As of December 31, 2024, the total unrecognized stock compensation expense was approximately $ 171,000 related to non-vested restricted stock awards with the members of the Board of Directors, which the Company expects to recognize over an estimated weighted average period of 0.25 years.
−Removed: NOTE J – EMPLOYMENT CONTRACT AND CONSULTING AGREEMENTS
−Removed: Consulting Agreements
−Removed: Tucker Andersen, a significant stockholder of Milestone Scientific, has an agreement with Milestone Scientific to provide financial and business strategic services.
−Removed: Expenses recognized on this agreement were $ 100,000 for years ended December 31, 2023 and 2022, respectively.
−Removed: The Director of Clinical Affairs’ royalty fee was approximately $ 485,000 and $ 442,000 for the years ended December 31, 2023 and 2022, respectively.
−Removed: Additionally, Milestone Scientific expensed consulting fees to the Director of Clinical Affairs of $ 156,000 and $ 154,000 for the year ended December 31, 2023 and 2022, respectively.
−Removed: As of December 31, 2023, and 2022, Milestone Scientific owed the Director Clinical Affairs for royalties of approximately $ 114,000 and $ 120,000 , respectively, which is included in accounts payable, related party and accrued expense, related party, in the consolidated balance sheet.
−Removed: Employment Contracts
−Removed: On March 2, 2021, the Company entered into a Royalty Sharing Agreement with Leonard Osser, pursuant to which Mr.
−Removed: Osser sold, transferred and assigned to the Company all of his rights in and to a certain patent application as to which he is a co-inventor with Mark Hochman, a consultant to the Company, and the Company agreed to pay to Mr.
−Removed: Osser, beginning May 9, 2027, half of the royalty ( 2.5 %) on net sales that would otherwise be payable to Mark and Claudia Hochman under their existing Technology Sale Agreement, dated January 1, 2005 and amended from time to time, with the Company.
−Removed: In connection with the Royalty Sharing Agreement, the Hochman's agreed with the Company, pursuant to an addendum to such Technology Sale Agreement dated February 25, 2021, to reduce from 5 % to 2.5 % the payments due to them under their Technology Sale Agreement beginning on May 9, 2027, and thereafter with respect to dental products embodying the invention.
−Removed: As part of the Succession Plan of the Company, Mr.
−Removed: Osser agreed, pursuant to an agreement dated April 6, 2021 ( the “Succession Agreement”), to restructure certain of his existing agreements with the Company, which provide for additional and broader executive support, and at such time as he elects to step down as Interim Chief Executive Officer of the Company, to become the Vice Chairman of the Board of the Company.
−Removed: With respect to Mr.
−Removed: Osser’s July 2017 Employment Agreement and July 2017 Consulting Agreement (each as previously disclosed), the compensation under the Employment Agreement was modified to reduce the overall compensation by $ 100,000 to $ 200,000 , split equally between a cash amount and an amount in shares, and the compensation under the Consulting Agreement was increased by $ 100,000 to $ 200,000 , equally split between a cash amount and an amount in shares, which shares were formerly payable under the Employment Agreement.
−Removed: If the Company terminates Mr.
−Removed: Osser’s employment “Without Cause,” other than due to his death or disability, or if Mr.
−Removed: Osser terminates his employment for “Good Reason” (both as defined in the agreement), Mr.
−Removed: Osser is entitled to be paid in one lump sum payment as soon as practicable following such termination:
−Removed: an amount equal to the aggregate present value (as determined in accordance with Section 280G (d)( 4 ) of the Code) of all compensation pursuant to this agreement from the effective date of termination hereunder through the remainder of the Employment Term.
−Removed: In connection with his acceptance of the Vice Chairman position and in consideration of his services as a member of the Board and agreement to provide certain additional general consulting services, Mr.
−Removed: Osser was granted options to purchase 2,000,000 shares of common stock, exercisable at the fair market value of the common stock on the date of grant, vesting over the five -year period after he steps down as Interim Chief Executive Officer of the Company or ten years from the date of grant, whichever shall end first.
−Removed: The Company believes that the effect of such existing agreements and the Succession Agreement, all of which relate to the period after such time Mr.
−Removed: Osser steps down as Interim Chief Executive Officer of the Company, collectively expand Mr.
−Removed: Osser’s consulting to and support of the Company beyond its Chinese operations to also include its medical and other products, while enhancing the retention aspects of the Company’s relationship with Mr.
−Removed: On May 19, 2021, Mr.
−Removed: Osser resigned as Interim Chief Executive Officer of the Company and assumed the role of Vice Chairman of the Board.
−Removed: Compensation under the Employment Agreement and the Consulting Agreement is payable for 9.5 years from May 19, 2021.
−Removed: The Company recorded expenses of $ 200,000 related to the Employment Agreement for each of the years ended December 31, 2023 and 2022, respectively.
−Removed: The Company recorded expenses of $ 200,000 related to the Consulting Agreement for each of the years ended December 31, 2023 and 2022, respectively.
−Removed: On January 1, 2022, the Company entered into an employment agreement with Mr.
−Removed: Arjan Haverhals.
−Removed: The employment term ends December 31, 2024, unless extended by mutual written agreement.
−Removed: Haverhals will serve as the President and Chief Executive Officer of the Company and such other senior executive positions as accepted and determined by the Board reasonably requests.
−Removed: As an executive, notwithstanding the fact that he is a director, Mr.
−Removed: Haverhals has board observer rights.
−Removed: The agreement calls for a base salary of $ 350,000 and bonus compensation of up to $ 400,000 per year, comprise of three separate performance based bonuses each up to $ 100,000 per year, based upon the Company’s achievement of three ( 3 ) performance or financial goals, as established by the Compensation Committee in its reasonable discretion;
−Removed: and (ii) a discretionary bonus up to $ 100,000 , as determined by the Compensation Committee, in its sole discretion.
−Removed: Satisfaction of bonus goals will be determined by the Compensation Committee from time to time in its reasonable discretion.
−Removed: Bonus compensation, if any, shall be payable annually in arrears thirty-three percent ( 33 %) in cash and sixty-seven percent ( 67 %) in shares of the Company’s common stock.
−Removed: Haverhals will also be entitled to reimbursement of expenses, four weeks’ paid vacation, a car allowance and participation in company retirement plans and health insurance reimbursement.
−Removed: The agreement provides for the typical termination provisions.
−Removed: Haverhals is terminated for other than for cause or termination by him for good reason, he will be paid as severance, his base compensation, and certain other benefits, as provided in the employment agreement, for two years after termination.
−Removed: NOTE K — INCOME TAXES
+Added: NOTE J — INCOME TAXES
Milestone Scientific accounts for income taxes under the asset and liability method which requires deferred tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
6 unchanged sentences
At December 31, 2024 and 2023, no recognition was given to the utilization of the remaining net operating loss carry forwards in each of these periods.
−Removed: Deferred tax attributes resulting from differences between financial accounting amounts and tax bases of assets and liabilities at December 31, 2023 and 2022 are as follows:
+Added: Deferred tax attributes resulting from differences between financial accounting amounts and tax bases of assets and liabilities at December 31, 2024 and 2023 are as follows (amounts rounded to nearest thousand):
+Added: December 31, 2024
+Added: December 31, 2023
Allowance for Doubtful Accounts
2,000 $ 2,000
−Removed: Warranty Reserve
−Removed: Impaired Assets
Capitalized Sec.
19 unchanged sentences
As of December 31, 2024 and 2023, federal net operating loss carry-forwards are approximately $ 65,000,000 and $ 74,500,000 , respectively.
−Removed: As of December 31, 2023, Milestone Scientific has $ 38,100,000 net operating losses generated before December 31, 2017 that will be available to offset future income, if any, through December 2037.
−Removed: Additionally, as of December 31, 2023, Milestone Scientific has $ 36,400,000 of net operating losses generated in 2018 or after that can be carried forward indefinitely.
+Added: As of December 31, 2024, Milestone Scientific has approximately $ 26,000,000 net operating losses generated before December 31, 2017 that will be available to offset future income, if any, through December 2037.
+Added: Additionally, as of December 31, 2024, Milestone Scientific has approximately $ 39,000,000 of net operating losses generated in 2018 or after that can be carried forward indefinitely.
State net operating losses were approximately $ 29,400,000 and $ 63,300,000 for the periods ended December 31, 2024 and 2023, respectively.
−Removed: Net operating losses will be available to offset future taxable income, if any, through December 2041.
+Added: As of December 31, 2024, $ 600,000 of the Company's state net operating losses can be carried forward indefinitely to offset future income, and the remaining $ 28,800,000 of state net operating losses begin to expire in 2031.
The utilization of Milestone Scientific's net operating losses may be subject to a substantial limitation due to the "change of ownership provisions" under Section 382 of the Internal Revenue Code and similar state provisions.
19 unchanged sentences
92.67 % - 15.23 %
−Removed: Effective tax Rate
−Removed: 0.00 % 0.00 %
−Removed: NOTE L — SEGMENT AND GEOGRAPHIC DATA
+Added: NOTE K — SEGMENT AND GEOGRAPHIC DATA
+Added: Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
+Added: The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (the “CODM”).
The Company conducts its business through two reportable segments:
1 unchanged sentence
These segments offer different products and services to different customer base.
+Added: The CODM assesses the financial performance of the segment and decides how to allocate resources based on Product sales, net, and Operating income (loss).
The Company provides general corporate services to its segments;
2 unchanged sentences
The following tables present information about our reportable and operating segments:
−Removed: Year ended December 31,
+Added: Product sales, net
$ 8,527,108 $ 102,820 $ - $ 8,629,928
+Added: Cost of products sold
2,186,142 9,198 - 2,195,340
−Removed: Total net sales
6,340,966 93,622 - 6,434,588
−Removed: Operating Income (Loss):
+Added: Salaries & employee benefits
1,559,933 828,269 1,353,193 3,741,395
+Added: Stock-based compensation expense
- 2,078 1,343,044 1,345,122
+Added: Royalty expense
436,828 5,231 - 442,059
−Removed: Total operating loss
439,830 89,539 31,526 560,895
−Removed: Depreciation and Amortization:
+Added: Rent & occupancy costs
48,973 30,608 74,847 154,428
+Added: Consultants and professional services fees
252,136 818,052 2,284,403 3,354,591
−Removed: Total depreciation and amortization
203,648 189,343 178,185 571,176
−Removed: Income (loss) before taxes and equity in earnings of affiliates:
+Added: Warehousing expense
448,190 34,058 14,589 496,837
+Added: Regulatory expense
24,614 16,359 441,892 482,865
+Added: Travel expense
98,334 95,348 65,773 259,455
−Removed: Total loss before taxes and equity in earnings of affiliate
+Added: Research and development expense
835,851 22,916 - 858,767
−Removed: December 31, 2023
−Removed: December 31, 2022
+Added: Depreciation and amortization expense
- - 37,448 37,448
+Added: Other segment items
416,587 19,571 450,349 886,507
+Added: Total operating expenses
4,764,924 2,151,372 6,275,249 13,191,545
+Added: Operating income (loss)
1,576,042 ( 2,057,750 ) ( 6,275,249 ) ( 6,756,957 )
−Removed: The following table presents information about our operations by geographic area as of December 31, 2023 and 2022.
−Removed: Net sales by geographic area are based on the respective locations of our subsidiaries.
+Added: Product sales, net
$ 9,761,444 $ 66,000 $ - $ 9,827,444
+Added: Cost of products sold
2,731,426 303,406 - 3,034,832
7,030,018 ( 237,406 ) - 6,792,612
−Removed: International:
−Removed: Rest of World
+Added: Salaries & employee benefits
1,790,678 1,161,886 1,320,900 4,273,464
+Added: Stock-based compensation expense
15,723 7,158 1,444,545 1,467,426
+Added: Royalty expense
482,034 3,300 - 485,334
505,428 145,974 103,768 755,170
−Removed: International:
+Added: Rent & occupancy costs
65,793 61,093 29,763 156,649
+Added: Consultants and professional services fees
169,366 1,199,221 1,741,528 3,110,115
−Removed: Total Product Sales
287,253 266,735 129,948 683,936
+Added: Warehousing expense
470,079 52,107 14,055 536,241
+Added: Regulatory expense
68,338 33,286 321,244 422,868
+Added: Travel expense
127,787 119,976 58,263 306,026
+Added: Research and development expense
614,952 86,426 - 701,378
+Added: Depreciation and amortization expense
+Added: 4,243 2,787 54,882 61,912
+Added: Other segment items
+Added: 347,740 330,816 260,011 938,567
+Added: Total operating expenses
+Added: 4,949,414 3,470,765 5,478,907 13,899,086
+Added: Operating income (loss)
+Added: 2,080,604 ( 3,708,171 ) ( 5,478,907 ) ( 7,106,474 )
+Added: December 31,2024
+Added: $ 5,359,734 $ 444,513 $ 3,992,825 $ 9,797,072
+Added: 5,359,734 444,513 3,992,825 9,797,072
+Added: December 31,2023
+Added: $ 4,866,786 $ 345,194 $ 6,159,532 $ 11,371,512
+Added: 4,866,786 345,194 6,159,532 11,371,512
+Added: The following table presents information about our operations by geographic area As of December 31, 2024 and 2023.
+Added: Net sales by geographic area are based on the respective locations of our subsidiaries.
+Added: Year Ended December 31, 2024
+Added: Year Ended December 31, 2023
+Added: $ 806,885 $ 4,000 $ 810,885 $ 1,002,697 $ 1,000 $ 1,003,697
+Added: 4,284,952 55,900 4,340,852 4,270,898 12,000 4,282,898
+Added: 49,112 - 49,112 75,285 75,285
+Added: $ 5,140,949 $ 59,900 $ 5,200,849 $ 5,348,880 $ 13,000 $ 5,361,880
International:
7 unchanged sentences
$ - $ - $ - $ 270,000 $ - $ 270,000
−Removed: $ 629,964 $ - $ 629,964
Total Product Sales
$ 8,527,108 $ 102,820 $ 8,629,928 $ 9,761,444 $ 66,000 $ 9,827,444
−Removed: NOTE M-- CONCENTRATION
+Added: NOTE L — CONCENTRATION
Milestone Scientific has informal arrangements with third -party U.S.
−Removed: manufacturers of the STA, CompuDent and CompuMed devices, pursuant to which they manufacture these products under specific purchase orders but without any long-term contract or minimum purchase commitment.
−Removed: Consequently, advances on contracts have been classified as current on December 31, 2023 and 2022.
+Added: manufacturers of the STA devices, and epidural instruments pursuant to which they manufacture these products under specific purchase orders which contains advance payments for long lead items for production.
+Added: Advances on contracts have been classified as current at December 31, 2024 and 2023.
The termination of the manufacturing relationship with any of these manufacturers could have a material adverse effect on Milestone Scientific’s ability to produce and sell its products.
3 unchanged sentences
On January 3, 2023, the Company launched an E-Commerce platform selling and shipping STA Single Tooth Anesthesia System® (STA) and handpieces directly to dental offices and dental groups within the U.S.
−Removed: For the year ended December 31,2023, E-Commerce accounted for 48 % of net product.
−Removed: The Company had two distributors that accounted for 32 %, and 11 % amount of revenue respectively for the year ended December 31, 2022.
−Removed: We had three distributors that accounted for 39 %, 38 %, and 15 % of accounts receivable, respectively, year ended December 31, 2023.
−Removed: We had two customers that accounted for 33 %, and 20 % of accounts receivable, respectively as of December 31, 2022.
−Removed: As of December 31, 2023 we had three vendors that accounted for 37 %, and 17 % and 12 %, respectively, of accounts payable and accounts payable related party.
−Removed: We had one vendor that accounted for 42 % of accounts payable and accounts payable related party as of December 31, 2022.
−Removed: NOTE N -- RELATED PARTY TRANSACTIONS
+Added: For the year ended December 31, 2024, E-Commerce accounted for 60 % of net product sales.
+Added: For the year ended December 31, 2023, E-Commerce accounted for 48 % of net product sales.
+Added: The Company had three distributors that accounted for 22 %, 13 % and 11 % of accounts receivable, respectively, as of December 31, 2024.
+Added: The Company had three distributors that accounted for 39 %, 38 %, and 15 % of accounts receivable, respectively as of December 31, 2023.
+Added: As of December 31, 2024, the Company had two suppliers that accounted for 31 % and 30 %, respectively, of accounts payable and accounts payable, related party.
+Added: The Company had three vendors that accounted for 37 %, 17 % and 12 %, respectively of accounts payable and accounts payable, related party as of December 31, 2023.
+Added: NOTE M — RELATED PARTY TRANSACTIONS
United Systems
−Removed: Milestone Scientific has a supply agreement with United Systems (whose controlling shareholder, Tom Cheng, is a significant stockholder of Milestone Scientific), the principal supplier of its handpieces, pursuant to which it procures manufactured products under specific purchase orders, but without minimum purchase commitments.
+Added: Milestone Scientific has a supply agreement with United Systems the principal supplier of its handpieces, pursuant to which it procures manufactured products under specific purchase orders, but without minimum purchase commitments.
Purchases from this supplier were approximately $ 1.7 million and $ 2.3 million for the twelve months ended December 31, 2024, and 2023, respectively.
1 unchanged sentence
In June 2021, the Company signed a ten -year agreement with United Systems for supplier of the handpieces.
−Removed: In December 31, 2023 and 2022 the Company had approximately $ 270,000 and $ 630,000 sales to Milestone China or agents of Milestone China, an entity in which the Company formerly had an ownership interest terminating in 2021.
−Removed: Tucker Andersen, a significant stockholder of Milestone Scientific, has an agreement with Milestone Scientific to provide financial and business strategic services.
−Removed: Expenses recognized on this agreement were $ 100,000 for years ended December 31, 2023 and 2022, respectively.
+Added: In December 31, 2023 the Company had approximately $ 270,000 sales to Milestone China or agents of Milestone China, an entity in which the Company formerly had an ownership interest terminating in 2021.
+Added: The Company reported no sales to Milestone China or agents of Milestone China during the year ended December 31, 2024.
+Added: Tucker Andersen, has an agreement with Milestone Scientific to provide financial and business strategic services.
+Added: Expenses recognized on this agreement were $ 100,000 for year ended December 31, 2023.
+Added: The agreement was not renewed for the year ended December 31, 2024.
Director of Clinical Affairs
The Director of Clinical Affairs’ royalty fee was approximately $ 442,000 and $ 485,000 for the years ended December 31, 2024 and 2023, respectively .
−Removed: Additionally, Milestone Scientific expensed consulting fees to the Director of Clinical Affairs of $ 156,000 and $ 154,000 for the year ended December 31, 2023 and 2022, respectively.
+Added: Additionally, Milestone Scientific expensed consulting fees to the Director of Clinical Affairs of $ 156,000 for the year ended December 31, 2024 and 2023, respective ly.
As of December 31, 2024, and 2023, Milestone Scientific owed the Director Clinical Affairs for royalties of approximately $ 110,000 and $ 114,000 , respectively, which is included in accounts payable, related party and accrued expense, related party, in the consolidated balance sheet.
+Added: Leonard Osser
On March 2, 2021, the Company entered into a Royalty Sharing Agreement with Leonard Osser, pursuant to which Mr.
21 unchanged sentences
The Company recorded expenses of $ 200,000 related to the Consulting Agreement for each of the years ended December 31, 2024 and 2023, respectively.
−Removed: NOTE O — COMMITMENTS
+Added: Osser also owns 2,717,765 of the Company's stock, and 2,481,048 shares to be issued at the termination of his employment agreement
+Added: Demesmin, Director
+Added: As of February 2024, the University Pain Medicine Center (STEMMEE), of which Dr.
+Added: Demesmin, a Company board member is the CEO agreed to purchases products from the Company under the same terms and conditions applying to other medical pain clinics in the United States.
+Added: STEMMEE purchased medical products in the amount of $ 21,000 for the year ended December 31, 2024.
+Added: Haverhals, Director
+Added: The Company entered into a consulting agreement with Mr.
+Added: Arjan Haverhals, which commenced on January 1, 2025, and continues for an indefinite period, subject to the Company having the right to terminate the Consulting Agreement on 30 days advance notice in the event of his disability to provide services and either party having the right to terminate the Consulting Agreement on 90 days’ advance notice.
+Added: Haverhals will be paid an annual fee at the rate of $ 350,000 , at the at the rate of $ 150,000 in respect of the first calendar quarter of 2025, and at the rate of $ 66,666 , in respect of each subsequent calendar quarter of 2025, payable monthly in arrears, in each case in equal monthly installments on the last day of each month of such quarter.
+Added: The Company will reimburse Mr.
+Added: Haverhals for reasonable expenses in providing the services.
+Added: Haverhals will be an independent contractor and will not be provided with health and accident insurance, life insurance, paid sick leave and/or paid vacation time.
+Added: In connection with the Consulting Agreement, he has also entered into a Company-standard form of non-disclosure, non-solicitation, non-competition and invention agreement.
+Added: Haverhals continues as a director of the Company.
+Added: Haverhals continues as a director of Milestone Scientific.
+Added: Haverhals will be issued 638,023 shares of the Company's stock ninety days after his resignation as CEO.
+Added: April 2025 Financing
+Added: On April 9, 2025, the Company issued a series of promissory notes in the aggregate amount of $ 800,000 , to Mr.
+Added: Neal Goldman, Ms.
+Added: Benedetta Casamento, and Dr.
+Added: Didier Demesmin, each of whom is a director of the Company.
+Added: The notes are due April 9, 2028, and bear interest at the annual rate of prime less 2.50 %, payable annually.
+Added: All principal and interest shall be payable in cash and/or shares of common stock at the sole discretion of the Company.
+Added: The notes are convertible into shares of common stock by the holder at any time and by the Company at maturity.
+Added: If the Company sells equity securities for gross proceeds in excess of $ 4,000,000 , the holders may request repayment of their note in either cash, shares of common stock or a combination of cash and shares;
+Added: provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure documentation, shall be in excess of $ 4,000,000 .
+Added: Upon a liquidation event of the Company, as defined in the notes which includes a sale of the Company or assets, a merger, reorganization or combination transaction where the shareholders before the transaction own less than 50 % of the Company after the transaction and a liquidation, dissolution or winding-up of the Company, the notes will be repaid in cash or its portion of any non-cash consideration.
+Added: The conversion rate for any issuance of shares of common stock will be at the then fair value of a share of common stock, with the fair value being determined with reference to the public market price of a share of common stock, but not less than $ 0.50 .
+Added: The notes are unsecured and have typical default terms.
+Added: NOTE N — COMMITMENTS
( 1 ) Contract Manufacturing Agreement
1 unchanged sentence
The company entered into a new purchase commitment for the delivery of 2,700 STA CompuDent® instruments.
−Removed: As of December 31, 2023, the purchase order commitment was approximately $ 2.3 million, and approximately $ 1.3 million was paid and reported in advance on contracts in the consolidated balance sheet.
−Removed: As of December 31, 2022, the purchase order commitment was approximately $ 1.7 million, and approximately $ 1.2 million was paid and reported in advance on contracts in the consolidated balance sheet.
−Removed: As of December 31, 2023 and 2022 the company also has advances on an open purchase order for long lead items for a future purchase order for the manufacturing of Epidural instrument of approximately $ 76,000 , respectively.
+Added: As of December 31, 2024, the purchase order commitment was approximately $ 3.2 million, and approximately $ 1.3 million was paid and reported in advance on contracts in the consolidated balance sheet.As of December 31, 2023, the purchase order commitment was approximately $ 2.3 million, and approximately $ 1.3 million was paid and reported in advance on contracts in the consolidated balance sheet.
+Added: As of December 31, 2024 and 2023 the company also has advances on an open purchase order for long lead items for a future purchase order for the manufacturing of Epidural instrument of approximately $ 168,000 and $ 76,000 , respectively.
Operating Leases
−Removed: In August 2019, the Company made the decision to not renew its existing office lease for its corporate headquarters located in Livingston, New Jersey and instead signed a new seven -year lease in a new facility located in Roseland, New Jersey (the “Roseland Facility”), which commenced of January 8, 2021.
+Added: The Company signed a seven -year lease in a new facility located in Roseland, New Jersey (the “Roseland Facility”), which commenced of January 8, 2021.
Under the Roseland Facility lease, rent payments commence on April 1, 2021, and the monthly lease payments escalate annually on January 1 of each year, and range from $ 9,275 to $ 10,898 per month over the lease term.
2 unchanged sentences
The Company is also required to pay its proportionate share of certain operating costs and property taxes applicable to the leased premises more than new base year amounts, which are accounted for as variable lease expenses.
−Removed: As of December 31, 2023, total finance right-of-use assets were $ 8,998 and total finance liabilities were $ 10,698 of which $ 10,264 and $ 434 .
−Removed: were classified as current and non-current, respectively.
+Added: As of December 31, 2024, total finance right-of-use assets were $ 67,201 and total finance liabilities were $ 67,202 of which $ 12,530 and $ 54,672 were classified as current and non-current, respectively.
As of December 31, 2024 total operating right-of use assets were $ 257,842 and total operating lease liabilities were $ 281,852 , of which $ 116,279 and $ 165,573 were classified as current and non-current, respectively.
8 unchanged sentences
The components of lease expense were as follows:
+Added: Twelve months ended
December 31, 2024
4 unchanged sentences
11,172 10,740
−Removed: Right-of-use assets obtained in exchange for new operating lease liabilities (1)
−Removed: Property and equipment obtained in exchange for new finance lease liabilities
Weighted Average Remaining Lease Term
8 unchanged sentences
139,125 13,668
+Added: 35,477 13,668
+Added: 310,945 68,340
Present Value of lease liabilities
1 unchanged sentence
281,852 67,202
−Removed: NOTE P — BENEFIT PLAN
+Added: NOTE O — BENEFIT PLAN
Milestone Scientific has a Defined Contribution Plan that allows eligible employees to contribute part of their salary through payroll deductions.
Milestone Scientific does not contribute to this plan, but does pay the administrative costs of the plan, which were not significant.
−Removed: NOTE Q — SUBSEQUENT EVENTS
−Removed: In Connection with the Company's capital raise on December 10, 2023, on January 12, 2024 the underwriter exercised its over-allotment option as to 372,110 shares of common stock for net proceeds after discounts and commission of $ 216,847 .
−Removed: Since the year ended December 31, 2023, the Company issued 103,500 shares of common stock for warrants exercised at $ 0.50 for proceeds of $ 51,647 .
+Added: NOTE P — SUBSEQUENT EVENT
+Added: On April 9, 2025, the Company issued a series of promissory notes in the aggregate amount of $ 800,000 , to Mr.
+Added: Neal Goldman, Ms.
+Added: Benedetta Casamento, and Dr.
+Added: Didier Demesmin, each of whom is a director of the Company.
+Added: The notes are due April 9, 2028, and bear interest at the annual rate of prime less 2.50 %, payable annually.
+Added: All principal and interest shall be payable in cash and/or shares of common stock at the sole discretion of the Company.
+Added: The notes are convertible into shares of common stock by the holder at any time and by the Company at maturity.
+Added: If the Company sells equity securities for gross proceeds in excess of $ 4,000,000 , the holders may request repayment of their note in either cash, shares of common stock or a combination of cash and shares;
+Added: provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure documentation, shall be in excess of $ 4,000,000 .
+Added: Upon a liquidation event of the Company, as defined in the notes which includes a sale of the Company or assets, a merger, reorganization or combination transaction where the shareholders before the transaction own less than 50 % of the Company after the transaction and a liquidation, dissolution or winding-up of the Company, the notes will be repaid in cash or its portion of any non-cash consideration.
+Added: The conversion rate for any issuance of shares of common stock will be at the then fair value of a share of common stock, with the fair value being determined with reference to the public market price of a share of common stock, but not less than $ 0.50 .
+Added: The notes are unsecured and have typical default terms.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.