Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

Inc. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

Effective February 8, 2019, Milestone Scientific Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with BP4 S.p.A. (the “BP4”), a principal stockholder of the Company whose Chief Executive Officer, Gian Domenico Trombetta, is a Director of the Company and is also Chief Executive Officer and Director of Wand Dental Inc., a wholly-owned subsidiary of the Company, for the private placement (the “Placement”) of an aggregate of 714,286 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company, together with a warrant (the “Warrant”) to purchase up to 178,571 shares of Common Stock (the “Warrant Shares”), for an aggregate purchase price of $250,000. The Warrant is exercisable for a period of five years at an exercise price equal to $0.50 per share of Common Stock.

The Placement was in satisfaction of a preemptive right granted to BP4 under that certain Investment Agreement, dated April 15, 2014, between the Company and BP4, which was triggered by the Company’s previously announced public offering of shares of Common Stock and warrants to a shelf registration statement that the Company filed with the Securities and Exchange Commission, which became effective on May 4, 2016 (File No. 333-209466).

In connection with the Purchase Agreement the Company agreed to register the Shares, Warrants and Warrant Shares with the Securities and Exchange Commission and to effect such registration by no later than August 8, 2019.

A copy of the Stock Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the form of Warrant is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the material terms of the Stock Purchase Agreement and the Warrant does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 3.02

Unregistered Sales of Equity Securities

The disclosure under Item 1.01 is incorporated herein by reference to the extent required.

The offer and sale of the Shares and the Warrant, including the Warrant Shares (collectively, the “Securities”), has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Securities have been sold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act. The Securities may not be offered or sold in the United States absent registration under or exemption from the Securities Act and any applicable state securities laws.

The Company issued a press release on February 14, 2019 announcing the Placement. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

The following exhibit is filed with this report:

EX-4.1 2 ex_134772.htm EXHIBIT 4.1 ex_134772.htm Exhibit 4.1   COMMON STOCK PURCHASE WARRANT   MILESTONE SCIENTIFIC INC.   Warrant Shares: ________  Initial Exercise Date:  ____________   THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”,…
To view the full exhibit click here

About Inc. (NASDAQ:INCR)

INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.