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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1 To
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January
15, 2026
Milestone
Scientific Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-14053 |
|
13-3545623 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
425
Eagle Rock Road, Ste
403,
|
|
|
|
|
| Roseland,
New Jersey |
|
|
|
07068 |
| (Address of principal executive offices) |
|
|
|
(Zip Code) |
Registrant’s
telephone number, including area code (973)
535-2717
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
| Title
of each class |
Trading
Symbol(s) |
Name
on exchange on which registered |
| Common
Stock |
|
MLSS |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 ☐
EXPLANATORY
NOTE
Milestone
Scientific Inc. is filing this Amendment No. 1 on Form 8-K/A (Amendment No. 1) (this “Form 8-K Amendment”) to amend the Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2026 (the “Original Form 8-K”) solely
to include Exhibit 10.1 and modify the address on the cover page, the title of the authorized signatory and Exhibit number. The Original
Form 8-K inadvertently omitted the Exhibit, which was described in (but not filed with) the Original Form 8-K and included an incorrect
address and an incorrect title of the authorized signatory. While Exhibit 10.1 includes a January 13, 2026 date, the cover page refers
to January 15, 2026 as the parties executed the subject document (and the requisite stockholder approval was obtained) on such date.
No other items or disclosures in the Original Form 8-K are being amended with this Form 8-K Amendment.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
10.1
|
|
Amended
and Restated Memorandum of Understanding, by and between Innovest S.p.A. and Milestone Scientific Inc., dated June 13, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MILESTONE SCIENTIFIC INC. |
| |
|
|
| Dated:
February 4, 2026 |
By:
|
/s/ Eric Hines |
| |
|
Eric
Hines |
| |
|
Chief
Executive Officer |