MLSS 8-K Filing - Current Report

Milestone Scientific Inc. reported results of its 2024 Annual Meeting of Stockholders held on December 18, 2025.

Accepted by SEC EDGAR 12/23/2025 - 04:46 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Milestone Scientific Inc. reported results of its 2024 Annual Meeting of Stockholders held on December 18, 2025. Stockholders elected six incumbent directors to continue serving until the next annual meeting or until successors are elected and qualified. Director nominees generally received strong support, with individual "for" votes ranging up to 29,264,979 shares.

Stockholders also approved an amendment to the Restated Certificate of Incorporation to increase authorized common shares from 100,000,000 to 125,000,000, providing the company with a larger pool of shares it may issue in the future. In addition, they ratified the appointment of CBIZCPA P.C. as independent auditors for the fiscal year ending December 31, 2025.

There were 78,628,913 shares of common stock outstanding on the record date, and 48,381,413 shares were voted, representing 61.53% of issued and outstanding shares, indicating a solid level of shareholder participation.

Insights

Corporate governance and capital structure analyst

Shareholders backed all board proposals, including a higher share authorization.

The meeting confirmed continuity in Milestone Scientific Inc.'s leadership, as all six incumbent directors were re-elected with high support levels, in several cases above 98% of votes cast. This suggests broad shareholder alignment with current strategy and governance.

The approval to increase authorized common stock from 100,000,000 to 125,000,000 expands the company’s flexibility for potential future equity issuances such as financings, incentives, or acquisitions, though the specific uses are not detailed here. Ratification of CBIZCPA P.C. as independent auditors for the year ending December 31, 2025 maintains audit continuity.

Shareholder engagement was notable, with 48,381,413 shares voted out of 78,628,913 outstanding, or 61.53%. Future company disclosures will be needed to understand if and how the additional authorized shares are used.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2025

Milestone Scientific Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14053		13-3545623
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

425 Eagle Rock Avenue, Suite 403 Roseland, NJ		07068
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (973) 535-2717

N/A

(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 Instruction 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Milestone Scientific Inc. (the “Company”) was held on December 18, 2025. At the Annual Meeting, the Company’s stockholders:

●	Elected six incumbent directors to serve until the next annual meeting of the Company’s stockholders or until their respective successors have been duly elected and qualified;
●	Approved an amendment to the Company’s Restated Certificate of Incorporation increasing the number of authorized shares of Common Stock from 100,000,000 to 125,000,000; and
●	Ratified the appointment of CBIZCPA P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2025.

The total number of shares outstanding at the record date for the Annual Meeting was 78,628,913 shares of common stock. The total number of shares voted at the Annual Meeting was 48,381,413 shares of common stock, representing 61.53% of the issued and outstanding shares of common stock.

The number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each Proposal is set forth below.

PROPOSAL #001 ELECTION OF DIRECTORS INCLUDING DIRECTOR EXCEPTIONS

***		FOR		% VOTED FOR		WITHHELD		% VOTED WITHHELD
BENEDETTA I. CASAMENTO		25,471,050		85.92%		4,173,862		14.08%
NEAL GOLDMAN		26,283,035		88.66%		3,361,877		11.34%
ERIC HINES		29,184,965		98.45%		459,947		1.55%
DR. DIDIER DEMESMIN		25,788,621		86.99%		3,856,291		13.01%
SHANTH THIYAGALINGAM		29,147,090		98.32%		497,822		1.68%
DR. DAWOOD SAYED		29,264,979		98.72%		379,933		1.28%
TOTAL ALL DIRECTORS		165,139,740				12,729,732
DIRECTOR AVERAGE		27,523,290				2,121,622
% VOTED OF AVERAGE		92.84%				7.16%

PROPOSAL #002 APPROVAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION

***		FOR		AGAINST		ABS/WHD		BROKER NON-VOTES
BENEFICIAL		42,491,824		1,845,895		26,055
REGISTERED		4,017,639		0		0
TOTAL SHARES VOTED		46,509,463		1,845,895		26,055
% OF VOTED		96.18%		3.81%
% OF OUTSTANDING		59.15%		2.34%
% OF VOTED W/ABS/WHD		96.13%		3.81%		0.05%
% OF OUTSTNDG W/ABS/WHD		59.15%		2.34%		0.03%

PROPOSAL #003 RATIFY CBIZ CPAS P.C. AS INDEPENDENT AUDITORS

***		FOR		AGAINST		ABS/WHD		BROKER NON-VOTES
BENEFICIAL		43,580,300		542,809		240,665
REGISTERED		4,017,639		0		0
TOTAL SHARES VOTED		47,597,939		542,809		240,665
% OF VOTED		98.87%		1.12%
% OF OUTSTANDING		60.53%		0.69%
% OF VOTED W/ABS/WHD		98.38%		1.12%		0.49%
% OF OUTSTNDG W/ABS/WHD		60.53%		0.69%		0.30%

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: December 23, 2025	By:	/s/ Eric Hines
		Eric Hines
		Chief Executive Officer