MILESTONE SCIENTIFIC INC. (NYSEMKT:MLSS) Files An 8-K Entry into a Material Definitive Agreement

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MILESTONE SCIENTIFIC INC. (NYSEMKT:MLSS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement

On December 16, 2016, the Company entered into an Underwriting
Agreement (the Underwriting Agreement) with Maxim Group LLC,
acting as sole book-running manager (the Underwriter), for a
public offering (the Public Offering) of a combination of
2,000,000 shares of common stock, par value $0.001 per share (the
Common Stock) of the Company, and accompanying warrants to
purchase1,500,000 shares of Common Stock (the Warrants). Each
share of common stock is sold in combination with a Warrant to
purchase 0.75 shares of Common Stock. The Warrants have a three
year term and an exercise price of $2.55 per share. The Public
Offering price is $1.50 per share of Common Stock and related
Warrant and the Underwriter has agreed to purchase the shares of
Common Stock and related Warrants from the Company at a 7.0%
discount to the Public Offering price. In addition, the Company
granted the Underwriter a 45-day option to purchase up to an
additional300,000 shares of Common Stock and/or225,000 Warrants
at the same price to cover over-allotments, if any. The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties and
termination provisions.

The gross proceeds to the Company from the Public Offering are
approximately $3,000,000 before underwriting discounts and
commissions and other estimated offering expenses.

The Public Offering was made to an effective shelf registration
statement on Form S-3 (SEC File No. 333-209466) that was declared
effective by the Securities and Exchange Commission on May 4,
2016 and a prospectus supplement, including the base prospectus
included in the aforementioned registration statement, dated
December 16, 2016.

The foregoing description of the Public Offering and the
Underwriting Agreement is not complete and is qualified in its
entirety by reference to the Underwriting Agreement, which is
attached hereto as Exhibit 1.1 and incorporated herein by
reference.

Item 8.01.Other Events.

On December 16, 2016, the Company issued a press release
announcing that it had priced the Public Offering. The press
release is attached as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

1.1

Underwriting Agreement, dated December 16, 2016, between
the Company and the Underwriter

4.1

Form of Common Stock Purchase Warrant

5.1

Opinion of Morse, Zelnick, Rose Lander LLP

23.1

Consent of Morse, Zelnick, Rose Lander LLP (included in
Exhibit 5.1)

99.1

Press release dated December 16, 2016

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About MILESTONE SCIENTIFIC INC. (NYSEMKT:MLSS)

Milestone Scientific Inc. (Milestone) is engaged in providing computer-controlled injection technologies and solutions for the medical and dental markets. The Company uses its CompuFlo technology for the delivery of medicaments. The CompuFlo pressure or force Computer-Controlled Local Anesthetic Delivery (C-CLAD) technology is a medical technology for the delivery of drugs, anesthetics and other medicaments into various tissue types. Milestone’s product portfolio includes Single Tooth Anesthesia Instrument (STA Instrument), CompuDent, CompuMed and The Wand. The Company’s STA Instrument is a computer-controlled local anesthesia delivery instrument that utilizes the pressure feedback elements of Milestone’s CompuFlo technology. CompuDent (also known as the Wand Plus internationally) is Milestone’s C-CLAD instrument. CompuMed is a computer-controlled injection instrument offered by the Company. The Wand handpiece is used in conjunction with the STA, CompuDent and CompuMed instruments.

MILESTONE SCIENTIFIC INC. (NYSEMKT:MLSS) Recent Trading Information

MILESTONE SCIENTIFIC INC. (NYSEMKT:MLSS) closed its last trading session 00.00 at 1.30 with 55,664 shares trading hands.