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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 |
