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Note 13 - Related Party Transactions
9 Months Ended
Sep. 30, 2021
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

NOTE 13 -- RELATED PARTY TRANSACTIONS

        

United Systems

 

Milestone Scientific has a manufacturing agreement with United Systems (whose controlling shareholder, Tom Cheng, is a significant stockholder of Milestone Scientific), the sole manufacturer of its handpieces, pursuant to which it manufactures products under specific purchase orders, but without minimum purchase commitments. Purchases from this manufacturer were approximately $417,000 and $373,000 for the three months ended September 30, 2021 and 2020, respectively. Purchases from this manufacturer were approximately $1.3 million and $1.2 million for the nine months ended September 30, 2021 and 2020, respectively.

 

As of September 30, 2021 and December 31, 2020, Milestone Scientific owed this manufacturer approximately $417,000 and $362,000, respectively, which is included in accounts payable, related party on the condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. In June 2021, the Company signed a ten year agreement with United Systems for manufacturing the handpieces.  On April 29, 2020, the Board of Directors approved the purchase of United Systems’ accounts receivable ($370,260). See Note 6. 

 

Milestone China

 

See Note 6.
 
Other

 

As of   September 30, 2021 and December 31, 2020, Milestone Scientific had deferred compensation for Gian Domenico Trombetta, a director of the Company and the previous Chief Executive Officer of Wand Dental, of approximately $30,000 and $275,000, respectively, which is included in accrued expenses related party.

 

The Company engaged Mr. Trombetta as a consultant for a period of twelve months (beginning October 1, 2020 and ending September 30, 2021), to provide international business dental information and business contacts to the Company and provide consulting services for new international business and dental segment. For the three and nine months ended September 30, 2021 the Company expensed $15,000 and $45,000, respectively, for services rendered by Mr. Trombetta.

 

In January 2017, Milestone Scientific entered into a twelve-month agreement with Innovest S.p.A., a significant stockholder of Milestone Scientific controlled by Mr. Trombetta, to provide consulting services. Expenses recognized on this agreement were $20,000, and $60,000 for the three and nine months ended September 30, 2020, respectively. This agreement was terminated on September 30, 2020.

 

In August 2016, K. Tucker Andersen, a significant stockholder of Milestone Scientific, entered into an agreement with Milestone Scientific to provide financial and business strategic services. Expenses recognized on this agreement were $25,000 and $75,000 for each of the three and nine months ended September 30, 2021 and 2020, respectively.

 

The Director of Clinical Affairs’ royalty fee was approximately $74,000 and $61,000 for the three months ended  September 30, 2021 and 2020, respectively. The Director of Clinical Affairs’ royalty fee was approximately $322,000 and $158,000 for the nine months ended  September 30, 2021 and 2020, respectively. Additionally, Milestone Scientific expensed consulting fees to the Director of Clinical Affairs of $39,000  and $117,000 for each of the three and nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021 and December 31, 2020, Milestone Scientific owed the Director Clinical Affairs for royalties of approximately $103,000 and $127,000, respectively, which is included in accounts payable, related party and accrued expense, related party, in the unaudited condensed consolidated balance sheet. See Note 14(3) below for additional information about the royalty agreement.

 

On March 2, 2021, Milestone Scientific entered into a Royalty Sharing Agreement with Leonard Osser, the Company’s then Interim Chief Executive Officer, pursuant to which Mr. Osser sold, transferred and assigned to the Company all of his rights in and to a certain patent application as to which he is a co-inventor with Dr. Hochman, and the Company agreed to pay to Mr. Osser, beginning May 9, 2027, half of the royalty (2.5%) on net sales that would otherwise be payable to Dr. Hochman and his wife under their Technology Sale Agreement with the Company, the Hochman's having agreed with the Company pursuant to an addendum to such Technology Sale Agreement dated February 25, 2021 to reduce from 5% to 2.5% the payments due to them on May 9, 2027 and thereafter, with respect to dental products.

 

Pursuant to a Succession Agreement dated April 6, 2021 between Mr. Osser and the Company: (i) the Employment Agreement dated as of July 10, 2017 between Mr. Osser and the Company, pursuant to which upon Mr. Osser stepping down as Interim Chief Executive Officer of the Company, the Company agreed to employ him as Managing Director, China Operations of the Company (the “China Operations Agreement”), and (ii) the Consulting Agreement dated as of July 10, 2017 (the “Consulting Agreement”) between the Company and U.S. Asian Consulting Group, LLC, a company of which Mr. Osser is a principal, the compensation under the China Operations Agreement was modified to reduce the overall compensation by $100,000 to $200,000, split equally between a cash amount and an amount in shares, and the compensation under the Consulting Agreement is increased by $100,000 to $200,000, equally split between a cash amount and an amount in shares, which shares were formerly payable under the China Operations Agreement.  Compensation under the China Operations Agreement and the Consulting Agreement are payable for 9.5 years from May 19, 2021.