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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from
Commission
file number 001-14053
Milestone
Scientific Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
13-3545623 |
State
or other jurisdiction
of
Incorporation or organization |
|
(I.R.S.
Employer
Identification
No.) |
425
Eagle Rock Avenue, Roseland, NJ 07068
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 973-535-2717.
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Symbol |
|
Name
of each exchange on which registered. |
| Common Stock, par value
$0.001 per share |
|
MLSS |
|
NYSE American |
Securities
registered pursuant to section 12(g) of the Act: NONE.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large, accelerated filer |
☐ |
Accelerated filer |
☐ |
| |
|
|
|
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
|
|
| Emerging Growth Company |
☐ |
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As
of June 30, 2025, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value
of the common stock held by non-affiliates of the issuer was $39,730,497 This amount is based on the closing price of $0.64 per share
of the registrant’s common stock as of such date, as reported on the NYSE American.
As
of March 31, 2026, the registrant has a total of 80,453,116 shares of Common Stock, par value $0.001 per share outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None
EXPLANATORY
NOTE
Milestone
Scientific Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31,
2026 (the “Original Form 10-K”).
This
Amendment is being filed solely to:
| (i) |
include
the entire Restated Certificate of Incorporation of the Company as Exhibit 3.1; and |
| (ii) |
restore
the Company’s Amended and Restated By-laws as Exhibit 3.2. |
The
Original Form 10-K correctly described the Company’s Restated Certificate of Incorporation; however, the exhibit link inadvertently
omitted a portion of the filed text. In addition, the Company’s Amended and Restated By-laws, which were previously filed as Exhibit
3.2 to the Company’s Form 10-K filed on April 1, 2025, were inadvertently omitted from the Original Form 10-K.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications by the principal
executive officer and the principal financial officer of the Company as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly,
Item 15 of Part IV of the Original Form 10-K is amended to include the currently dated certifications as exhibits. As no financial statements
have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
No
other changes are being made to the Original Form 10-K. This Amendment does not amend, update or modify any other information contained
in the Original Form 10-K and does not reflect any events occurring after the filing date of the Original Form 10-K.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
Part
IV (Item 15) of the Original Form 10-K is hereby amended solely to add the following exhibits required to be filed in connection with
this Amendment No. 1 on Form 10-K/A.
| Exhibit
No. |
Description |
| 3.1 |
Restated Certificate of Incorporation of Milestone, as amended as of March 10 2025 * |
| 3.2 |
Amended
and Restated By-laws of Milestone Scientific Inc. (1) |
| 31.1 |
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended * |
| 31.2 |
Certification
of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended * |
| 104 |
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * |
Filed
herewith. |
| (1) |
Incorporated
by reference to the Company’s Form 10-K filed with the SEC on April 1, 2019, as Exhibit 3.4. |
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
Milestone Scientific Inc.
|
| May 5, 2026 |
|
|
| |
By: |
/s/ Eric
Hines |
| |
|
Chief Executive Officer and Principal Executive Officer |
| |
|
|
| |
By: |
/s/
Keisha Harcum |
| |
|
Vice President of Finance and Principal Accounting Officer |
