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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): January 15, 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.) |
| 220 South Orange Avenue,
Livingston
Corporate Park
Livingston, New Jersey |
|
070340 |
|
(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 ☐
Item
1.01 — Entry into a Material Agreement
On
January 15, 2026, Milestone Scientific Inc. (“the Company”) entered into an Amended and Restated Memorandum of Understanding
(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. BP4 agreed, among other things, subject to certain conditions, including approval by its shareholders,
not to sell or transfer any of its shares of the Company for a period of twelve months (the “Lock-Up” and such a period,
the “Lock-Up Period”) following consummation of a $2.5 million offering by the Company. The BP4 Lock-Up, in addition to customary
underwriter exceptions, permits transfers of Lock-Up securities prior to the 12-month Lock-Up Period terminating, as follows:
● If
the Company’s stock closes above $0.50 for 10 consecutive trading days, then BP4 may distribute to its shareholders up to 33.33%
of the Lock-Up securities; and
● If
the Company’s stock closes above $0.70 for 10 consecutive trading days, then BP4 may distribute to its shareholders up to an additional
33.3% of the Lock-Up securities (or up to 66.66% of the Lock-Up securities on a cumulative basis); and
● If
the Company’s stock closes above $0.90 for 10 consecutive trading days, then BP4 may distribute to its shareholders up to an additional
33.3% of the Lock-Up securities (or up to 100% of the Lock-Up securities on a cumulative basis).
The
MOU was approved by BP4’s shareholders at on January 15, 2026.
A
copy of the MOU is attached hereto as Exhibit 1.1 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.
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:
January 20, 2026 |
By:
|
/s/
Eric Hines |
| |
|
Eric
Hines |
| |
|
Chief
Financial Officer |
