Milestone Scientific (NYSE: MLSS) lifts authorized common stock to 125M shares

Rhea-AI Filing Summary

Milestone Scientific Inc. amended its Restated Certificate of Incorporation to increase its authorized common stock from 100,000,000 to 125,000,000 shares. Stockholders had previously approved this change at the December 18, 2025 annual meeting.

The Certificate of Amendment was filed with the Delaware Secretary of State on March 10, 2026 and became effective upon filing. All other provisions of the company’s Restated Certificate of Incorporation remain unchanged, and the amendment text is included as an exhibit to this report.

Insights

Equity & corporate actions analyst

Milestone increased authorized common shares, creating more capacity for future equity issuance.

Milestone Scientific increased its authorized common stock from 100,000,000 to 125,000,000 shares after prior stockholder approval. This change expands the number of shares the company is legally allowed to issue but does not itself issue any new shares.

The amendment became effective upon filing in Delaware on March 10, 2026, while all other charter provisions remain the same. Future equity financings, stock-based compensation, or strategic transactions could draw on this additional authorization, with actual impact depending on how many new shares are later issued.

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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 10, 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

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 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As disclosed by Milestone Scientific Inc. (the “Company”) in its report on Form 8-K filed on December 23, 2025, at the Company’s annual meeting on December 18, 2025 the stockholders of the Company approved the Company’s proposal to amend its Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 125,000,000.

As a result of the stockholder approval, the Company filed a Certificate of Amendment of its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on March 10, 2026, which amendment became effective on filing.

The foregoing summary of the amendment to the Company’s Restated Certificate of Incorporation is qualified in its entirety by reference to a copy of the Certificate of Amendment of Restated Certificate of Incorporation attached hereto as Exhibit 3.1, and incorporated herein by reference.

All other provisions of the Company’s Restated Certificate of Incorporation remain unchanged. A copy of the Certificate of Amendment referred to above will be filed as part of the complete copy of the Company’s Certificate of Incorporation as amended to be filed as an exhibit to the next Securities Act registration statement or periodic report filed by the Company in accordance with Item 601(b)(3) of Regulation S-K (17 CFR 229.601(b)(3)).

Item 9.01 Financial Statements and Exhibits

3.1	Certificate of Amendment of Restated Certificate of Incorporation
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: March 10, 2026	By:	/s/ Eric Hines
	Name:	Eric Hines
	Title:	Chief Executive Officer

FAQ

What corporate change did Milestone Scientific (MLSS) disclose in this 8-K?

Milestone Scientific disclosed an amendment to its Restated Certificate of Incorporation increasing authorized common stock to 125,000,000 shares. This expands potential future issuance capacity but does not by itself issue new shares or change existing ownership percentages immediately.

How many authorized common shares does Milestone Scientific (MLSS) now have?

Milestone Scientific now has 125,000,000 authorized shares of common stock, up from 100,000,000 previously. Authorized shares represent the maximum number the company may issue under its charter, not the number currently outstanding or trading in the market.

When did the Milestone Scientific (MLSS) charter amendment become effective?

The charter amendment became effective upon filing with the Delaware Secretary of State on March 10, 2026. From that date, Milestone Scientific’s authorized common stock increased to 125,000,000 shares, while all other provisions of the Restated Certificate of Incorporation remained unchanged.

Did Milestone Scientific (MLSS) stockholders approve the increase in authorized shares?

Yes, stockholders approved the proposal to increase authorized common stock at the annual meeting held December 18, 2025. The company then implemented that approval by filing a Certificate of Amendment in Delaware on March 10, 2026, making the higher authorization effective.

Does the Milestone Scientific (MLSS) amendment immediately dilute existing shareholders?

The amendment alone does not immediately dilute shareholders because it only increases authorized shares to 125,000,000. Dilution would occur later if the company actually issues additional shares for financing, compensation, or transactions under this expanded authorization.

Where can investors see the exact charter language Milestone Scientific (MLSS) adopted?

Investors can review the exact charter language in the Certificate of Amendment filed as Exhibit 3.1 to this report. The company also plans to include a complete, updated certificate of incorporation in a future registration statement or periodic report exhibit.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-3.1 EX-3.1 3.2 KB
• EX-3 GRAPHIC 807.8 KB
• EX-3 GRAPHIC 2.2 MB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB