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Note H - Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Equity [Text Block]

NOTE H — STOCKHOLDERS’ EQUITY

 

PUBLIC OFFERING 

 

On December 10, 2023, the Company completed a public offering for sale of 4,765,000 common stock, at $0.63 per share which generated net proceeds of approximately $2.6 million. 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. 

 

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

 

During December 2023, the Board of Directors of the Company approved a resolution to merge Milestone Medical, Inc. with and into a newly created, wholly owned subsidiary, Milestone Innovations, Inc., a Delaware corporation, with Milestone Innovations, Inc. as the surviving entity. As a result of such merger, the public stockholders are entitled to receive for their shares traded on the Warsaw Stock Exchange an aggregate of approximately $205,000, and Milestone Medical, Inc. has been de-listed, no longer requiring reports and other filings in Poland. The Company accounted for the transaction as a transfer between entities under common control pursuant to ASC 805, Business Combinations ("ASC 805"). 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. 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. As of December 31, 2023, the Company recorded a liability due to the minority shareholder of Milestone Medical for $214,000. 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. Subsequent to December 31, 2023, the Company satisfied its liabilities to the non-controlling shareholders.

 

WARRANTS

 

The following table summarizes information about shares issuable under warrants outstanding on December 31, 2024:

 

  

Warrant shares outstanding

  

Weighted Average exercise price $

  

Weighted Average remaining life

  

Intrinsic value $

 

Outstanding at January 1, 2024

  314,572   0.50   0.10  $59,737 

Issued

  -   -   -   - 

Exercised

  (103,500)  0.50   -   - 

Expired or cancelled

  (211,072)  0.50   -   - 

Outstanding and exercisable at December 31, 2024

  -   -   -   - 

 

During the year ended December 31, 2024, the Company issued 103,500 shares of common stock for warrants issued in 2019. The warrants were exercised at $0.50 for proceeds of $51,751.

 

SHARES TO BE ISSUED

 

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. 

 

As of December 31, 2024 and 2023, there were 631,792 and 527,625 respectively shares to be issued to non-employees, 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 issued through December 31, 2024 and 2023.

 

  

December 31, 2024

  

December 31, 2023

 
         

Shares-to-be-issued, outstanding January 1, 2024 and 2023, respectively

  3,098,917   2,440,673 

Granted in current period

  647,202   658,244 

Issued in current period

  (353,102)  - 

Shares-to be issued outstanding December 31, 2024 and 2023, respectively

  3,393,017   3,098,917