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Milestone Scientific Inc. reported outcomes of its 2026 annual stockholders meeting and related board actions. Stockholders elected five incumbent directors to serve until the 2027 annual meeting, approved increasing authorized common shares from 125,000,000 to 135,000,000, expanded the Amended and Restated 2020 Equity Incentive Plan from 11,500,000 to 28,750,000 shares, approved on an advisory basis compensation of named executive officers, and ratified Grassi & Co. Certified Public Accountants, PC as independent auditors. At the record date there were 88,449,412 common shares outstanding, and 44,335,594 shares, or 50.12%, were represented, constituting a quorum.
The board re-elected Kelly Ulto and Greg Shilling as directors effective July 27, 2026, to serve until the 2027 annual meeting, reaffirmed that both are independent, determined that Ulto qualifies as an audit committee financial expert, and appointed Ulto and Shilling as chairs and members of various board committees.
Milestone Scientific Inc. reports that three directors, Benedetta Casamento, Dr. Didier Demesmin and Neal Goldman, have delivered notices electing to convert the remaining principal and accrued interest on their Convertible Bridge Notes into common stock. These notes were originally issued as part of a series of promissory notes with aggregate principal of $800,000.
The outstanding principal subject to these elections is $116,495.47 for Ms. Casamento, $58,247.73 for Dr. Demesmin and $291,238.66 for Mr. Goldman. Conversions will occur automatically once the common stock’s Fair Value is at least $0.50 per share and each director is permitted to trade under the company’s Insider Trading Policy. No shares have been issued under these elections as of the report date.
Milestone Scientific Inc. restructured key governance and executive arrangements, including a new agreement with founder Leonard Osser, the appointment of two new independent directors, and elevating Benedetta Casamento from Chair of the Board to Executive Chairman.
The new Osser agreement cancels his prior consulting and succession arrangements, waives certain past compensation in exchange for specified catch-up payments and expense reimbursement, and reduces his role and pay to an advisory position at $48,000 per year plus health benefits and car allowance. Osser and his wife also agreed to lock-up most of their shares through April 20, 2027.
The Board appointed Kelly Ulto and Greg Shilling as independent directors and committee members, with Ulto designated as an audit committee financial expert. Casamento’s new Executive Chairman role adds a $75,000 annual salary, equity-based Director Equivalent compensation, and a one-time $100,000 restricted stock grant, alongside previously disclosed participation in $800,000 of Convertible Bridge Notes and a recent 7,962,963-unit private placement at $0.27 per unit.
Milestone Scientific is asking stockholders to approve several governance and capital structure changes at its virtual annual meeting on July 27, 2026. Stockholders will vote on electing five directors, an advisory say‑on‑pay resolution, and ratifying Grassi & Co. as auditor for 2026.
A key proposal would amend the certificate of incorporation to raise authorized common shares from 125,000,000 to 135,000,000, compared with 88,449,412 shares outstanding as of May 28, 2026. Another proposal would expand the 2020 Equity Incentive Plan from 11,500,000 to 28,750,000 shares and support a new performance‑based RSU sub‑plan that allocates up to 17,234,635 shares, including 11,202,513 PRSUs granted to three senior officers.
The proxy details 2025 executive pay, including total compensation of $795,019 for CEO Eric Hines and $723,796 for Senior VP Jason Papes, largely driven by option awards. It also shows a 2025 net loss of $5,722,216 and 2025 total shareholder return of 28.72 on a $100 base, alongside related‑party items such as $800,000 of 2025 convertible bridge notes purchased by directors.
Milestone Scientific Inc. is asking shareholders at its virtual Annual Meeting on to elect five directors and approve three governance proposals. Key votes seek to increase authorized common shares from 125,000,000 to 135,000,000, expand the 2020 Equity Incentive Plan from 11,500,000 to 28,750,000, and ratify auditors. The record date shows 88,449,412 shares outstanding as of May 28, 2026. The proxy also discloses a previously approved Exchange Program repricing certain options to a $0.31 exercise price and outstanding director and executive compensation details.
Milestone Scientific Inc. registers the resale of up to 15,925,926 shares of common stock (7,962,963 Initial Shares and 7,962,963 Warrant Shares) to satisfy a registration rights covenant. The shares were issued in a Private Placement closed on April 20, 2026 at $0.27 per Unit.
The Company will not receive proceeds from resales by the selling stockholders; however, upon cash exercise of Warrants the company would receive $0.3375 per share, representing up to $2,687,500 in gross proceeds if exercised in full. Context: 88,449,412 shares outstanding as of May 28, 2026, and a reported closing price of $0.37 on May 26, 2026. The prospectus discloses a going concern note in the audited financials and that the Company is not currently in compliance with NYSE American listing equity thresholds.
Milestone Scientific Inc. is soliciting proxies for its virtual Annual Meeting on July 27, 2026. The Board asks shareholders to elect five director nominees and to approve amendments to increase authorized common shares from 125,000,000 to 135,000,000 and to expand the 2020 Equity Incentive Plan share reserve from 11,500,000 to 28,750,000. The record date for voting is May 28, 2026, when there were 88,449,412 shares outstanding. The meeting also includes a non-binding advisory Say-on-Pay vote and ratification of Grassi & Co. as auditors.
The proxy describes director nominees, board committees, governance policies including a Clawback Policy and insider trading rules, recent compensation actions (a one-time option exchange with a $0.31 reduced exercise price), related-party convertible bridge notes of $800,000, and performance-based restricted stock unit awards subject to stockholder approval.
Milestone Scientific Inc. filed a shelf registration to permit the resale by selling stockholders of up to 15,925,926 shares of common stock, consisting of 7,962,963 Initial Shares and 7,962,963 Warrant Shares issuable upon exercise of warrants. The shares were issued in a private placement that closed on April 20, 2026, at a per‑unit price of $0.27 with each Unit including one warrant exercisable for one share at $0.3375. The Company will not receive proceeds from resales by the selling stockholders; if Warrants are exercised for cash the Company would receive exercise proceeds. The prospectus discloses the selling stockholders, lock‑up agreements restricting transfers until April 2027 for certain insiders, shares outstanding of 88,449,412 as of May 28, 2026, and that the registration satisfies obligations under a Registration Rights Agreement.
Milestone Scientific reported first-quarter 2026 product sales of $2.16 million, down slightly from $2.23 million a year earlier, as lower international dental demand and no revenue from China offset strong growth in medical products. Dental revenue declined about 6%, while medical revenue roughly doubled to $0.11 million.
Gross margin remained high at about 72%. The net loss narrowed to $0.84 million from $1.99 million on sharply lower operating expenses, including a pause in research and development spending. Operating cash flow turned positive at $0.09 million, and cash stood at $1.19 million with working capital of roughly $2.5 million as of March 31, 2026.
Despite this improvement, the company has an accumulated deficit of about $134.6 million and continues to disclose substantial doubt about its ability to continue as a going concern. In April 2026 it completed a private placement of 7,962,963 units at $0.27 per unit, raising about $2.15 million in gross proceeds and partially reducing related-party convertible notes, with additional dilution possible from attached three-year warrants. Milestone also remains below NYSE American stockholders’ equity listing thresholds and faces a compliance deadline in April 2027.