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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): July 24, 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
8.01 — Other Events
On
July 24, 2026, Milestone Scientific Inc. (the “Company”) received notices of conversion (the “Conversion Notices”)
from Benedetta Casamento, Dr. Didier Demesmin and Neal Goldman, each of whom is a director of the Company (collectively, the “Holders”),
with respect to the Company’s amended and restated promissory notes held by the Holders (the “Convertible Bridge Notes”).
As
previously disclosed, the Convertible Bridge Notes were originally issued in an aggregate principal amount of $800,000 and were partially
converted in connection with the Company’s private placement that closed on April 20, 2026. The Conversion Notices constitute the
Holders’ elections, pursuant to Section 5(a) of the Convertible Bridge Notes, to convert the remaining outstanding principal amount
and accrued interest under their respective Convertible Bridge Notes into shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”). After such partial conversions, the outstanding principal amounts of the Convertible Bridge
Notes covered by the Conversion Notices held by each of the Holders are as follows: $116,495.47 for Ms. Casamento; $58,247.73 for Dr.
Demesmin; and $291,238.66 for Mr. Goldman.
Pursuant
to the Conversion Notices and the Convertible Bridge Notes, the conversions will become effective automatically at such time as the Fair
Value (as defined in the Convertible Bridge Notes) of the Common Stock is not less than $0.50 per share and the applicable Holder is
permitted to buy and sell securities of the Company in compliance with the Company’s Insider Trading Policy. No shares of Common
Stock have been issued pursuant to the Conversion Notices as of the date of this Current Report on Form 8-K.
Item
9.01 — Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Form
of Notice of Conversion of Promissory Note |
| 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: July 29, 2026 |
By: |
/s/
Eric Hines |
| |
|
Eric
Hines |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Form
of Notice of Conversion
of
Promissory
Note
(pursuant
to Section 5(a) of the Note)
Reference
is hereby made to that certain Promissory Note of Milestone Scientific Inc. (the “Company”) dated April 8, 2025, as amended,
issued to the undersigned holder in the original principal amount of [●] (the “Note”) and on April 20, 2026
partially converted into shares of the Company, issued as part of a series of promissory notes in the aggregate principal amount of $800,000.
Terms used herein as defined terms and not defined herein shall have the meaning ascribed thereto in the Note.
The
undersigned holder of the Note hereby notifies the Company of its election, pursuant to Section 5(a) of the Note, to convert the entire
unpaid principal amount of and accrued interest on the Note effective, without any further or other notice to the Company, at such time
as the Fair Value of the shares of Common Stock of the Company shall be not less than $0.50 per share; provided that the undersigned
shall then be entitled to buy and sell securities of the Company in compliance with the Insider Trading Policy of the Company, including
without limitation obtaining any necessary pre-clearance.