XML 26 R15.htm IDEA: XBRL DOCUMENT
v3.20.2

Note 9 - Stockholders' Equity | 9 Months Ended
--- | ---
Sep. 30, 2020
Notes to Financial Statements |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9— 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 have a term of 5 years and 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 at the time also Chief Executive Officer and Director of Wand Dental, a wholly owned subsidiary of Milestone Scientific. The warrants have a term of 5 years and are exercisable at $0.50 per share. In the second quarter of 2020, the Company completed two public offerings. In April 2020, a Common Stock offering generating gross proceeds of approximately $5.1 million ( 5,420,000 common shares and 2,710,000 warrants). The combined price of the shares and warrants was $0.95 per share. The warrants are exercisable at a price of $1.20 per share and have an expiration of three ( 3 ) years from the issue date. In June 2020, the Company completed a second Common Stock offering generating gross proceeds of approximately $14.6 million ( 6,770,000 common shares and 3,749,000 warrants). The combined price of the shares and warrants was $2.15 per share. The warrants are exercisable at $2.60 and expire three ( 3 ) years from the issue date. WARRANTS The following table summarizes information about shares issuable under warrants outstanding as of September 30, 2020 :
|  | Warrant shares outstanding |  |  | Weighted Average exercise price |  |  | Weighted Average remaining life |  |  | Intrinsic value |
Outstanding at January 1, 2020 |  |  | 1,074,171 |  |  | $ | 0.50 |  |  | $ | 4.10 |  |  |  | 956,012 |
Issued |  |  | 6,459,000 |  |  |  | 2.01 |  |  |  | 3.00 |  |  |  | - |
Exercised |  |  | (1,133,975 | ) |  |  | 0.87 |  |  |  | - |  |  |  | - |
Expired or cancelled |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding and exercisable at September 30, 2020 |  |  | 6,399,196 |  |  | $ | 1.95 |  |  | $ | 2.73 |  |  |  | 880,449 |
The following table summarizes information about shares issuable under warrants outstanding as of September 30, 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 |  |  |  | 4.35 |  |  |  | 560,199 |
Exercised |  |  | (57,750 | ) |  |  | 0.50 |  |  |  | - |  |  |  | - |
Expired or cancelled |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding and exercisable at September 30, 2019 |  |  | 3,284,196 |  |  | $ | 1.49 |  |  | $ | 2.30 |  |  |  | 560,199 |
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 September 30, 2020 and 2019, there were 2,202,229 and 2,294,734 shares to be issued whose issuance has been deferred to the Chief Executive Officer, Chief Financial Officer, and other employees of Milestone Scientific, respectively. As of September 30, 2020, and 2019, there were 149,498 and 351,612 shares, respectively, to be issued to non-employees, that will be issued 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 issued on September 30, 2020 and 2019, respectively.
|  | September 30, 2020 |  |  | September 30, 2019 |
Shares-to-be-issued, outstanding January 1, 2020 and 2019, respectively |  |  | 2,375,762 |  |  |  | 2,470,566 |
Granted in current period |  |  | 363,956 |  |  |  | 1,392,460 |
Issued in current period |  |  | (387,991 | ) |  |  | (1,216,680 | )
Shares-to be issued outstanding September 30, 2020 and 2019, respectively |  |  | 2,351,727 |  |  |  | 2,646,346 |
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 all outstanding equity instruments. Therefore, as of September 30, 2019, the warrants issued in the public and private placement were classified as liabilities. As long as the warrants remained liability-classified, they were continued to be re-measured each reporting period, with any increase or decrease in value recorded as a loss or gain in the condensed consolidated statement of operations. The initial fair value of the warrants was determined using a Black-Scholes option pricing model. The following assumptions were used to value the warrants at the reclassification date in 2019:
|  | 2016 Warrants |  |  | 2019 Warrants |
Fair Value of Common Stock |  |  | $.36- $.83 |  |  | $ | 0.33 |
Expected Term (years) |  | .25-.5 years |  |  | 4.9 years |
Volatility |  |  | 86% - 100% |  |  |  | 83 | %
Dividend yield |  |  | 0 | % |  |  | 0 | %
Exercise Price |  | $ | 2.55 |  |  | $ | 0.50 |
Risk-free interest rate |  |  | 1.88% - 2.09% |  |  |  | 2.30 | %
Weighted average fair value of warrants granted |  | $ | - |  |  | $ | 0.19 |
Number of shares underlying warrants granted |  |  | 1,512,067 |  |  |  | 1,749,171 |
On the date of issuance and reclassification the fair value of the warrants was approximately $376,000. As these warrants are liability-classified, they were revalued on September 30, 2019 using the following assumptions:
|  | 2016 Warrants |  |  | 2019 Warrants |
Fair Value of Common Stock |  | $ | 0.83 |  |  | $ | 0.08 |
Expected Term (years) |  | .02 years |  |  | 4.4 years |
Volatility |  |  | 86 | % |  |  | 86 | %
Dividend yield |  |  | 0 | % |  |  | 0 | %
Exercise Price |  | $ | 2.55 |  |  | $ | 0.50 |
Risk-free interest rate |  |  | 1.88 | % |  |  | 1.55 | %
Weighted average fair value of warrants granted |  | $ | - |  |  |  | 61.00 | %
Number of shares underlying warrants granted |  | $ | 1,512,067 |  |  | $ | 1,691,421 |
For the three and nine months ended September 30, 2019 the loss on the liability classified warrants was approximately $680,542 and $674,792, respectively. Additionally, approximately 2.6 million of shares to be issued are classified as liabilities until there are sufficient number of authorized shares of common stock to cover the issuance of such shares. These shares were valued at the trading price of a share of the Company's common stock ( $0.83 as of September 30, 2019 ) and 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 condensed consolidated statement of operations. For the three and nine months ended September 30, 2019 the loss on the liability classified shares to be issued was approximately $1.2 million, respectively. On December 17, 2019, the Company's shareholders approved an increase to the authorized share limit to 75,000,000. On December 17, 2019, the Company reclassified all derivative liabilities related to the insufficient number of authorized shares to stockholders' equity. As such, there were no derivative liabilities during the nine months ended September 30, 2020.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: 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
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration