MILESTONE SCIENTIFIC INC. Stock Compensation Disclosure

 

NOTE I — STOCK OPTION PLANS

 

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.  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. Options may be granted to employees, directors, and consultants of Milestone Scientific for the purchase of shares of common stock at a price not less than the fair market value of common stock on the date of grant. Generally, options become exercisable over a three-year period from the grant date and expire five years after the date of grant. As of December 31, 2024 and 2023, the Company had 7,579,778 and 9,174,520, respectively, remaining options available for grants under the Plan.

 

Milestone Scientific recognizes compensation expenses over the requisite service period and in the case of performance-based options over the period of the expected performance. For the years ended December 31, 2024 and 2023, Milestone Scientific recognized approximately $0.7 million and $0.9 million of total employee compensation cost, respectively, recorded in general and administrative expenses on the statement of operations.

 

As of December 31, 2024, there was $0.9 million of total unrecognized compensation cost related to non-vested options. Milestone Scientific expects to recognize these costs over a weighted average period of 1.3 years.

 

A summary of option activity for employees under the plans and changes the year ended  December 31, 2024 is presented below:

 

		Number of Options				Weighted Averaged Exercise Price $				Weighted Average Remaining Contractual Life (Years)				Aggregate Intrinsic Options Value $
Options outstanding at January 1, 2024			3,036,989				2.29				5.41				-
Granted during 2024			-				-								-
Exercised during 2024			-				-				-				-
Forfeited or expired during 2024			(85,000	)			-				-				-
Options outstanding December 31, 2024			2,951,989				2.29				4.54				-
Exercisable, December 31, 2024			2,103,433				2.24				3.96				-

 

There were no options granted to employees during the year ended December 31, 2024.   

 

A summary of option activity for non-employees under the plans and changes during the year ended  December 31, 2024 is presented below:

 

		Number of Options				Weighted Averaged Exercise Price $				Weighted Average Remaining Contractual Life (Years)				Aggregate Intrinsic Options Value $
Options outstanding at January 1, 2024			91,663				1.76				2.25				2,833
Granted during 2024			24,999				0.84				4.71				-
Exercised during 2024			-				-				-				-
Forfeited or expired during 2024			(16,666	)			0.55				-				-
Options outstanding December 31, 2024			99,996				1.74				2.12				5,750
Exercisable, December 31, 2024			80,551				1.95				1.60				3,389

 

The fair value of the non-employee options was estimated on the date of grant using the Black Scholes option-pricing model at the date of grant. For the years ended December 31, 2024 and 2023, Milestone Scientific recognized approximately $9,800 and $19,700 expense related to non-employee options, respectively.

 

A summary of restricted stock under the plans and changes during the year ended  December 31, 2024 is presented below:

 

		Number of Shares				Weighted Average Grant-Date Fair Value per Award
Non-vested as January 1, 2024			327,937				0.91
Granted			730,340				0.89
Vested			(693,106	)			0.90
Cancelled			-				-
Non-vested as December 31, 2024			365,171				0.89

 

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. For the years ended December 31, 2024 and 2023, the Company recognized stock compensation expense of approximately $0 and $(15,000), respectively. 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. The Company granted 730,340 restricted stock awards with a fair market value of $0.89 per share. Such restricted stock vests as follows: 25% on the grant date in June 2024, and 25% quarterly, on the first day of the following months:   October 2024,  January 2025, and  April 2025. These awards vest immediately upon a change of control as defined in the agreements. 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.