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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): April 20, 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 obligations of the registrant under
any of the following provisions:
| ☐ |
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
April 20, 2026, Milestone Scientific Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with the purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”)
of an aggregate of 7,962,963 units (the “Units”), with each Unit consisting of (i) one share of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), and (ii) one warrant to purchase one share of Common Stock (each,
a “Warrant”). The purchase price paid by the Purchasers for each Unit is $0.27 (the “Per Unit Purchase Price”).
Certain directors and officers participated in the Private Placement, purchasing an aggregate of $150,000 of Units for cash and converting
into Units a total of $351,000 in respect of Convertible Bridge Notes (defined below) evidencing loans they made to the Company in 2025,
in each case at the same price and (except for such conversion of loans) on the same terms as all other securities offered in the Private
Placement.
Each
Warrant has an exercise price equal to 125% of the Per Unit Purchase Price per share, or $0.3375 per warrant share, and will be
exercisable prior to the third anniversary of the closing for cash only.
The
gross proceeds for the Private Placement were $2,150,000 (comprised of $1,799,000 in cash and $351,000 in respect of the conversion of
a portion of the Convertible Bridge Notes), before deducting fees and expenses, and up to an additional $2,687,500 in gross proceeds
if the Warrants are fully exercised. The Private Placement closed on April 20, 2026. The Private Placement has been conducted in accordance
with applicable NYSE American rules.
The
Company expects to use the net proceeds from the Private Placement for general working capital purposes and payment of past due accounts
payable. The securities were offered directly by the Company without a placement agent, and therefore no placement or underwriting discounts,
commissions or other fees have been or will be paid.
Pursuant
to a registration rights agreement entered into with the Purchasers on April 20, 2026 (the “Registration Rights Agreement”),
the Company agreed to use its commercially reasonable efforts to cause a registration statement to be filed with the U.S. Securities
and Exchange Commission (the “SEC”) on or prior to the 45th calendar day after the closing under the Purchase Agreement (subject
to certain exceptions) for purposes of registering the resale of the shares of Common Stock and the shares of Common Stock issuable upon
exercise of the Warrants, to use its commercially reasonable efforts to have such registration statement declared effective within the
time period set forth in the Registration Rights Agreement, and to use its commercially reasonable efforts to keep such registration
statement effective for the duration specified in the Registration Rights Agreement.
In
connection with the Private Placement, certain directors, officers and stockholders entered into lock-up agreements restricting transfers
of the Company’s securities for twelve (12) months, subject to certain exceptions.
As
previously disclosed in the Form 10-K filed by the Company on April 15, 2025 (the “2024 10-K”), on April 9, 2025, the Company
issued a series of promissory notes (the “Convertible Bridge Notes”) in the aggregate amount of $800,000 to Mr. Neal Goldman,
Ms. Benedetta Casamento, and Dr. Didier Demesmin, each of whom is a director of the Company. The Convertible Bridge Notes are due April
9, 2028, and bear interest at the annual rate of prime less 2.50% (but not less than zero), payable annually. All principal and interest
is payable in cash and/or shares of Common Stock at the sole discretion of the Company. The notes are convertible into shares of Common
Stock by the holder at any time and by the Company at maturity. If the Company sells equity securities in an equity financing for gross
proceeds in excess of $4,000,000, the holders may request repayment of their notes in either cash, shares of Common Stock or a combination
of cash and shares; provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company
in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use
of the proceeds in the relevant offering or disclosure documentation, shall be in excess of the Company’s needs. The conversion
rate for any issuance of shares of Common Stock is at the then fair value of a share of Common Stock, but not less than $0.50. The notes
are unsecured and have typical default terms.
In
connection with approval of the Private Placement, and pursuant to Section 144 of the Delaware General Corporation Law (the “DGCL”),
on April 13, 2026 an independent committee of the Board of Directors appointed in accordance with Section 144 of the DGCL, approved an
amendment of the Convertible Bridge Notes, solely to the extent necessary and solely with respect to the portion thereof to be applied
as consideration in the Private Placement, to permit the conversion and application of a portion thereof as purchase price for the securities
of the Company in the Private Placement, including the amendment of the $0.50 conversion floor therein to $0.27, at the same price and
on the same other terms as third party investors in the Private Placement, provided that, in order for the Company to be in compliance
with the NYSE American’s 20% Rule, the amount of Convertible Bridge Notes converted was limited as necessary to comply with applicable
NYSE American shareholder approval requirements, after the Company first accepts cash consideration in the Private Placement. The unconverted
portion of the Convertible Bridge Notes were amended and restated with the $0.50 pre-existing conversion floor but to reflect that the
$4,000,000 conversion threshold can be reached on a cumulative basis, including the Private Placement, rather than a single equity financing.
The
Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)
pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act
and Rule 506(b) of Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Purchasers
represented in the Purchase Agreement and Investor Questionnaire included in the Omnibus Signature Page that they were accredited investors
and not subject to “bad actor” disqualification within the meaning of rules promulgated under the Securities Act and were
acquiring the securities for investment only and with no present intention of distributing any of such securities or any arrangement
or understanding regarding the distribution thereof. The securities were offered without any general solicitation by the Company or its
representatives.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, Lock-Up Agreement, Amended and Restated Bridge Note,
Omnibus Signature Page and Warrant do not purport to be complete and are qualified in their entirety by reference to the forms thereof
filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 4.1, respectively, to this Current Report on
Form 8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description
|
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement, dated April 20, 2026 |
| 10.2 |
|
Form of Registration Rights Agreement, dated April 20, 2026 |
| 10.3 |
|
Form of Lock-up Agreement for directors, officers, and certain stockholders |
| 10.4 |
|
Form of Amended and Restated Bridge Note, dated April 20, 2026 |
| 10.5 |
|
Form of Omnibus Signature Page to Securities Purchase Agreement |
| 99.1 |
|
Press Release, dated April 21, 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 21, 2026 |
By: |
/s/ Eric
Hines |
| |
|
Eric
Hines |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Milestone
Scientific Inc. Completes $2.15 Million Private Placement
Financing
Strengthens Balance Sheet and Supports Commercial Growth Strategy; Backed by Long-Term Investors Including CEO and Chairman of the Board
ROSELAND,
N.J., April 21, 2026 (GLOBE NEWSWIRE) — Milestone Scientific Inc. (NYSE: MLSS), a leading developer of computerized drug delivery
instruments that provide painless and precise injections, today announced the closing of a $2.15 million private placement of common
stock and warrants, and an additional $2.69 million if cash warrants are fully exercised.
“Today
we strengthened our balance sheet and positioned the company to capitalize on the increasing demand we are seeing across our product
platforms,” said Eric Hines, Chief Executive Officer of Milestone Scientific. “This financing allows us to build on our progress,
scaling investment in sales, inventory and digital marketing, while maintaining our continued focus on cost discipline.”
“Importantly,
participation from long-term investors and members of the Board, myself included, represents a strong endorsement of our technology and
the direction of this Company.”
Transaction
Summary
The
Company entered into a securities purchase agreement with a group of investors for the private placement of 7,962,963 units at a price
of $0.27 per unit. Each unit consists of one share of common stock and one corresponding cash warrant at 125% of purchase price. The
offering generated $2.15 million in gross proceeds, comprised of approximately $1.80 million in cash and approximately $351,000 from
the conversion of convertible bridge notes previously issued to certain directors and officers who had made loans to the Company in 2025.
No placement agent was used, and accordingly no placement or underwriting discounts, commissions, or other fees were paid.
Certain
directors and officers participated in the offering on the same terms as all other investors, purchasing an aggregate of $150,000 of
units for cash in addition to the bridge note conversions described above.
The
Private Placement was conducted in accordance with applicable NYSE American rules and closed on April 20, 2026. Additional details regarding
the transaction, including the securities purchase agreement and form of warrant, are set forth in the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission. Investors are encouraged to review the 8-K for a complete description
of the terms and conditions of the offering.
About
Milestone Scientific Inc.
Milestone
Scientific Inc. (MLSS) is a technology-focused medical research and development company that patents, designs, and develops innovative
injection technologies and instruments for medical and dental applications. Milestone Scientific’s computer-controlled systems
are designed to make injections precise, efficient and increase the overall patient comfort and safety. Their proprietary DPS Dynamic
Pressure Sensing Technology® instruments is the platform to advance the development of next-generation devices, regulating flow rate
and monitoring pressure from the tip of the needle, through platform extensions of subcutaneous drug delivery, including local anesthetic.
To learn more, view the MLSS brand video or visit milestonescientific.com.
Safe
Harbor Statement
This
press release contains forward-looking statements regarding the timing and financial impact of Milestone’s ability to implement
its business plan, expected revenues, timing of regulatory approvals and future success. These statements involve a number of risks and
uncertainties and are based on assumptions involving judgments with respect to future economic, competitive and market conditions, future
business decisions and regulatory developments, all of which are difficult or impossible to predict accurately and many of which are
beyond Milestone’s control. Some of the important factors that could cause actual results to differ materially from those indicated
by the forward-looking statements are general economic conditions, failure to achieve expected revenue growth, changes in our operating
expenses, adverse patent rulings, FDA or legal developments, competitive pressures, changes in customer and market requirements and standards,
and the risk factors detailed from time to time in Milestone’s periodic filings with the Securities and Exchange Commission, including
without limitation, Milestone’s Annual Report for the year ended December 31, 2025. The forward-looking statements in this press
release are based upon management’s reasonable belief as of the date hereof. Milestone undertakes no obligation to revise or update
publicly any forward-looking statements for any reason. Coding and payment decisions are determined solely by providers and payers based
on applicable laws and policies. Any potential Category I designation is determined solely by the American Medical Association and is
not guaranteed. Providers remain responsible for compliance with all applicable billing, coding, and regulatory requirements. Forward-looking
case submission expectations, reimbursement targets, and revenue estimates referenced herein are based on current program enrollment,
advisor commitments, and historical payer activity, and are subject to change based on clinical scheduling, payer processing timelines,
regulatory developments, and other factors. There can be no assurance that Category I designation, targeted reimbursement levels, or
projected revenue levels will be achieved.
Contact:
HAYDEN
IR:
James
Carbonara
(646)-755-7412
james@haydenir.com
Brett
Maas
(646)
536-7331
brett@haydenir.com
