Milestone Scientific amends Innovest agreement

Accepted by SEC EDGAR 04/02/2026 - 03:41 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Milestone Scientific Inc. entered into an amendment to its Amended and Restated Memorandum of Understanding with Innovest S.p.A., which holds consent and blockage rights related to BP4 S. The amendment revises the definitions of “Qualified Offering” and “Other Locked-Up Parties” to help facilitate a future offering by the company.

BP4 S. was described as owning 11.31% of Milestone’s outstanding common stock, so updating these terms clarifies how a new offering can proceed while coordinating with this significant shareholder group. The full amendment is provided as an exhibit to the report.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Stake held by BP4 S.: 11.31% of outstanding common stock

1 metrics

Stake held by BP4 S. 11.31% of outstanding common stock Described ownership of Milestone Scientific common shares

Key Terms

Material Definitive Agreement, Amended and Restated Memorandum of Understanding, Qualified Offering, Other Locked-Up Parties, +1 more

5 terms

Material Definitive Agreement regulatory

"01 — Entry into a Material Definitive Agreement On March 31, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Amended and Restated Memorandum of Understanding regulatory

"entered into an amendment to the Amended and Restated Memorandum of Understanding"

Qualified Offering financial

"revise the definition of “Qualified Offering” and “Other Locked-Up Parties”"

Other Locked-Up Parties financial

"revise the definition of “Qualified Offering” and “Other Locked-Up Parties”"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Milestone Scientific (MLSS) change in its agreement with Innovest S.p.A.?

Milestone Scientific amended its Amended and Restated Memorandum of Understanding with Innovest S.p.A. The change updates definitions of “Qualified Offering” and “Other Locked-Up Parties” to better align the agreement with a potential future offering by the company.

Why is the Innovest S.p.A. amendment important for Milestone Scientific (MLSS)?

The amendment is important because it revises key definitions that govern how a future offering can occur under existing consent and blockage rights. This helps Milestone structure an offering while coordinating with parties connected to a significant shareholder position.

Who is BP4 S. in relation to Milestone Scientific (MLSS)?

BP4 S. is described as a limited liability company in liquidation that, according to its own information, owned 11.31% of Milestone Scientific’s outstanding common stock. Innovest S.p.A. holds consent and blockage rights with respect to BP4 S. under the agreement.

What is a “Qualified Offering” in Milestone Scientific’s Innovest agreement?

“Qualified Offering” is a defined term in the Memorandum of Understanding between Milestone Scientific and Innovest S.p.A. The March 31, 2026 amendment specifically revises this definition to support the company’s plans to conduct an offering of its securities.

Does the March 31, 2026 amendment mean Milestone Scientific (MLSS) completed an offering?

The amendment itself does not state that any offering has been completed. It updates definitions within the existing agreement to facilitate a future offering, and attaches the full amended document as an exhibit for reference.

Where can investors find the full text of Milestone Scientific’s Innovest amendment?

Investors can review the complete amendment as Exhibit 10.1 to the current report. The exhibit is titled “Amendment to Amended and Restated Memorandum of Understanding” between Innovest S.p.A. and Milestone Scientific Inc., dated March 31, 2026.

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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): March 31, 2026

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 Road, Ste 403,

Roseland, New Jersey

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 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 ☐

Item 1.01 — Entry into a Material Definitive Agreement

On March 31, 2026, Milestone Scientific Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Memorandum of Understanding, dated January 13, 2026 (the “MOU”), with Innovest S.p.A., as the holder of certain consent/blockage rights with respect to BP4 S.r.l., a society’ a responsibility’ limitation in liquidation (“BP4”). According to BP4, it was then the owner of 11.31% of the outstanding shares of common stock of the Company

The Amendment amends the MOU to, among other things, revise the definition of “Qualified Offering” and “Other Locked-Up Parties” in order to facilitate an offering by the Company.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The foregoing description of the material terms of the MOU does not purport to be complete and is qualified in its entirety by reference to such an exhibit.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

10.1

Amendment to Amended and Restated Memorandum of Understanding, by and between Innovest S.p.A. and Milestone Scientific Inc., dated March 31, 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: April 2, 2026	By:	/s/ Eric Hines
		Eric Hines
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 23.6 KB