UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2017

Milestone Scientific Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (973) 535-2717

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 6, 2017, the Board of Directors of Milestone Scientific Inc. (the “Company”) appointed Michael McGeehan as a new independent director of the Company, to serve until the next annual meeting of the stockholders of the Company. The Board also appointed Mr. McGeehan to the Audit Committee, replacing Leslie Bernhard, the Company’s current Chairman of the Board, who was recently appointed as Interim Chief Executive Officer of the Company, and appointed Leonard Schiller, a current member of the Audit Committee, as Chairman of the Audit Committee.

Michael McGeehan is a business consultant with 30 years of experience in a variety of business domains, including financial services, medical and healthcare products, consumer package goods and the software technology industry. Mr. McGeehan started his career at Metaphor Computer Systems in 1988 and then went to work at Microsoft Corporation in 1991. In 1995, Mr. McGeehan left Microsoft and founded Forefront Information Strategies, an information technology consulting firm. In 2002, Mr. McGeehan returned to Microsoft where he worked until 2017, when he returned to and re-started Forefront. Mr. McGeehan is on the Board of Directors at Wand Dental Inc., a maker of a painless, anesthetic injection system for dentists. Mr. McGeehan has a Masters in Business Administration from Pace University and a Bachelors of Science in Electrical Engineering and Computer Science from Marquette University.

In addition, the Board appointed current director Edward J. Zelnick, M.D. to the Compensation Committee to replace Ms. Bernhard and appointed Mr. Schiller, a current member of the Compensation Committee, as Chairman of the Compensation Committee. The Board also appointed Mr. Schiller to the Nominating and Corporate Governance Committee.  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.