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Note I - Stockholders' Equity | 12 Months Ended
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Dec. 31, 2019
Notes to Financial Statements |
Stockholders' Equity Note Disclosure [Text Block] | NOTE I — STOCKHOLDERS’ EQUITY PUBLIC OFFERING AND PRIVATE PLACEMENT In February 2019, Milestone Scientific consummated a public offering and a private placement of Common Stock. The public offering generated gross proceeds of approximately $2.0 million for the issuance of 5,715,000 shares of common stock and warrants to purchase 1,428,750 shares of common stock. The warrants’ term is 5 years and they are exercisable at $0.50 per share. Subsequent to the public offering the underwriter exercised its over-allotment option and paid approximately $198,000 for 567,400 additional shares of common stock and 141,850 warrants. Also, in February 2019, the Company generated gross proceeds from a private placement of approximately $250,000 for 714,286 shares of common stock and warrants to purchase 178,571 shares of common stock from Bp4 S.p.A., a principal stockholder of Milestone Scientific, that exercised its right to participate on a pro-rata basis on the recent public offering. Bp4’s CEO is a director of Milestone Scientific and also Chief Executive Officer and Director of Wand Dental, a wholly owned subsidiary of Milestone Scientific. The warrants’ terms are 5 years and they are exercisable at $0.50 per share. WARRANTS The following table summarizes information about shares issuable under warrants outstanding at December 31, 2019:
|  | Warrant shares outstanding |  | Weighted Average exercise price |  |  | Weighted Average remaining life |  |  | Intrinsic value |
Outstanding at January 1, 2019 |  |  | 1,592,775 |  |  | 2.55 |  |  |  | 0.21 |  |  |  | - |
Issued |  |  | 1,749,171 |  |  | 0.50 |  |  |  | 4.10 |  |  |  | 1,556,762 |
Exercised |  |  | (675,000 | ) |  | 0.50 |  |  |  | - |  |  |  | 532,413 |
Expired or cancelled |  |  | (1,592,775 | ) |  | 2.55 |  |  |  | - |  |  |  | - |
Outstanding and exercisable at December 31, 2019 |  |  | 1,074,171 |  |  | 0.50 |  |  |  | 4.10 |  |  |  | 956,012 |
Exercisable at December 31, 2019 |  |  | 1,074,171 |  |  | 0.50 |  |  |  | 4.10 |  |  |  | 956,012 |
PREFERRED STOCK In May 2014, Milestone completed a private placement, which raised gross proceeds of $10 million, from the sale of $3 million of Milestone Scientific common stock ( two million shares at $1.50 per share) and $7 million of our Series A Convertible Preferred Stock ("preferred stock") ( 7,000 shares at $1,000 per share). These shares were convertible, at the option of the holder, into the number of shares of common stock equal to the stated value divided by $2.545, subject to anti-dilution adjustments, at any time before May 14, 2019. These shares were mandatory convertible on May 14, 2019, into the number of shares of common stock equal to the stated value divided by $2.54 per share or $1.50 per share if the common stock does not trade at $3.15 for period of time, as defined by the agreements, both subject to anti-dilution adjustment. On May 14, 2019, the mandatory conversion date, the Preferred Stock was converted at a rate of $1.17 per common share resulting in the issuance of 5,982,906 shares of common stock. SHARES TO BE ISSUED As of December 31, 2019, there were 2,226,473 shares to be issued whose issuance has been deferred under the terms of an employment agreements with the Chief Executive Officer, Chief Financial Officer and other employees of Milestone Scientific. As of December 31, 2018, there were 1,908,814 shares, whose issuance has been deferred under the terms of an employment agreements with the Chief Executive Officer, Chief Financial Officer and other employees of Milestone Scientific. Such shares will be issued to each party upon termination of their employment. As of December 31, 2019 and 2018, there were 149,287 and 561,752 shares to be issued to non-employees, respectively, that will be issued to non-employees for services rendered. The number of shares was fixed at the date of grant and were fully vested upon grant date. The following table summarizes information about shares to be issue at December 31, 2019.
| December 31, 2019
Shares-to-be-issued, outstanding December 31, 2018 |  | 2,470,566
Granted in current year |  | 2,103,793
Issued in current year |  | (2,198,599)
Shares-to-be-issued outstanding, December 31, 2019 |  | 2,375,760
OUTSTANDING EQUITY INSTRUMENTS IN EXCESS OF AUTHORIZED SHARES As a result of the shares and warrants issued in the public and private offerings as well as other issuance of common stock during 2019, the Company did not have a sufficient number of authorized shares of common stock to cover the exercise and issue of outstanding equity instruments. Therefore, certain equity instruments are classified as liabilities until there is a sufficient number of authorized shares of common stock to cover the shares issuable upon exercise of the equity instruments. As long as these equity instruments are liability-classified, they will continue to be re-measured each reporting period, with any increase or decrease in value recorded as a loss or gain in the consolidated statement of operations. During 2019, the Company initially reclassified approximately 1.6 million warrants issued during the 2016 capital raise, 1.7 million warrants during the 2019 capital raise, 0.6 million employee options, and 3.4 million shares to be issued, totaling approximately $ -, $376,000, $422,000, and $1,405,000, respectively. During the year, approximately 665,000 of the warrants issued in 2019, and 1.3 million shares to be issued were exercised and issued, respectively. Through the exercise date and issuance date, these warrants and shares to be issued were marked to market and a loss of $0.5 million and $0.5 million was recognized, respectively. At the exercise and issuance dates, this resulted in a reclassification of the derivative liabilities to additional paid in capital of approximately $0.65 million and $1.07 million, respectively. The fair value of the Company’s shares to be issued is measured using the trading price of the Company’s stock on the measurement and reclassification dates and the fair value of the warrants and stock options is determined using a Black-Scholes option pricing model on the measurement and reclassification dates On December 17, 2019, the Company’s shareholders increased the authorized share limit to 75,000,000, and the Company had sufficient authorized shares to cover the exercise and issuance of all outstanding securities, settling and reclassifying the outstanding derivative liability. At time of reclassification approximately 1.6 million warrants issued during 2016 capital raise, 1.1 million warrants during the 2019 capital raise, 0.6 million employee options, and 2.1 million shares to be issued, were marked to market for reported losses (gains) totaling approximately $-, $860,000, ( $40,000 ), and $1,800,000, respectively or approximately $2.6 million. At December 17, 2019, the reclassification of derivative liabilities to additional paid in capital was approximately $-, $1,095,000, $380,000, and $2,640,000, respectively for a total of approximately $4.1 million. The following assumptions were used to value the warrants and stock options at the reclassification to liability date:
|  | 2016 Warrants |  |  | 2019 Warrants |  |  | Employee Stock Options |  |  |
Fair Value of Common Stock |  | $0.36-$.83 |  |  | $ | 0.33 |  |  | $ | 1.07 – 1.60 |  |  |
Expected Term |  | .2-.5 years |  |  | 4.9 years |  |  | 1.1 – 2.22 years |  |  |
Volatility |  |  | 86%-100 | % |  |  | 83 | % |  |  | 91.8 – 102.3 |  | % |
Dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 |  | % |
Exercise Price |  | $ | 2.55 |  |  | $ | 0.50 |  |  | $ | 1.04 – 2.09 |  |  |
Risk-free interest rate |  |  | 1.88%-2.09 | % |  |  | 2.30 | % |  |  | 1.68 – 1.53 |  | % |
Weighted average fair value of securities granted |  | $ | - |  |  | $ | 0.22 |  |  | $ | 0.72 |  |  |
Number of shares underlying securities granted |  |  | 1,592,775 |  |  |  | 1,749,171 |  |  |  | 592,358 |  |  |
The reclassification to derivative liability for the 2016 warrants, 2019 warrants, and employee stock options was approximately $ 0, $376,00 and $422,000 , respectively. The 3.4 million shares to be issued were reclassified to derivative liability at the average common stock trading price of $0.42 in the amount of approximately $1.4 million. During the year ended December 31, 2019 approximately 675,000 liability classified warrants were exercised. At time of exercise, these warrants were revalued using the following assumptions:
|  | 2019 Warrants |
Fair Value of Common Stock |  | $ | 0.83 – 1.42 |
Expected Term |  | 4.2 -4.3 years |
Volatility |  |  | 86 - 87 | %
Dividend yield |  |  | 0.00 | %
Exercise Price |  | $ | 0.50 |
Risk-free interest rate |  |  | 1.38 – 1.73 | %
Weighted average fair value of warrants exercised |  | $ | 0.98 |
Number of shares underlying warrants exercised |  |  | 665,000 |
The reclassification to additional paid in capital was approximately $655,000, and a mark to market loss of approximately $500,000 was recognized up to the date of reclassification. In addition, during 2019, approximately 1.3 million shares to be issued were issued at a weighted average trading price $0.84 which resulted to a reclassification to additional paid in capital of $1.07 million and a mark to market loss of approximately $500,000 up to the date of reclassification. In December 2019, upon the increase of the authorized shares of common stock to 75,000,000, the derivative liabilities associated with the lack of authorized shares were reclassified into equity and revalued using the following assumptions:
|  | 2016 Warrants |  |  | 2019 Warrants |  |  | Employee Stock Options |
Fair Value of Common Stock |  | $ | 1.28 |  |  | $ | 1.28 |  |  | $ | 1.28 |
Expected Term |  | 0.1 years |  |  | 4.1 years |  |  | 1- 2.1 years |
Volatility |  |  | 38 | % |  |  | 88 | % |  |  | 92-102 | %
Dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
Exercise Price |  | $ | 2.55 |  |  | $ | 0.50 |  |  | $ | 1.04 – 2.09 |
Risk-free interest rate |  |  | 1.56 | % |  |  | 1.71 | % |  |  | 1.53 – 1.63 | %
Weighted average fair value of warrants granted |  | $ | - |  |  | $ | 1.01 |  |  | $ | 0.64 |
Number of shares underlying warrants granted |  |  | 1,592,775 |  |  |  | 1,084,171 |  |  |  | 592,358 |
The reclassification to additional paid in capital for the 2016 warrants, 2019 warrants, and employee stock options was approximately $-, $1,095,000, $380,000, respectively. A mark to market loss (gain) of approximately $-, $860,000, and ( $40,000 ) was recognized. In addition, the remaining 2.1 million shares to be issued resulted in a reclassification to additional paid in capital of approximately $2.7 million and a loss on re-measurement up to that date of approximately $1.8 million.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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