UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File Number 001-14053
NOTIFICATION OF LATE FILING
(Check One):
x Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q
¨ Form N-SAR ¨ Form N-CSR
For Period Ended: December 31, 2015
¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
PART I
REGISTRANT INFORMATION
Milestone Scientific Inc.
Full Name of Registrant
Not Applicable
Former Name if Applicable
220 South Orange Avenue
Address of Principal Executive Office (Street and Number)
Livingston, New Jersey 07039
City, State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
|
|X| |
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | ||
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant experienced delay due to a significant amount of research that was done in order to make sure a complex transaction was accounted for in accordance with GAAP. As a result, the registrant was not able to file the Annual Report on Form 10-K for the year ended December 31, 2015 (the “Annual Report”) by the filing deadline on March 30, 2016 without unreasonable effort or expense. The registrant believes that the Annual Report will be filed by April 14, 2016.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Joseph D’Agostino | (973) 535-2717 | |
| (Name) | (Area Code) (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). x Yes ¨ No
(3) Is it anticipated that any significant change in results of operation for the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes ¨ No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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It is anticipated that the registrant will report a net loss of approximately $5.5 million for the fiscal year ended December 31, 2015 compared to a net loss of approximately $1.7 million for the prior fiscal year, an increase of approximately $3.8 million. The primary reason for this increase is due to a $2.0 million increase in selling, general and administrative expenses due to the increase in personnel for the expected growth in our Medical Business Sector and additional consulting and legal expenses incurred in 2015. Additionally, there was an increased loss on earnings from Milestone Medical Inc., $1.1 million and the increased loss on earnings for Milestone China Inc., $348,000 over 2014.
Milestone Scientific Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 30, 2016 | By: | /s/ Joseph D’Agostino | ||||
| Name: Joseph D’Agostino | ||||||
| Title: Chief Financial Officer | ||||||
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5. Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period
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prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
6. Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).
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