Every 8-K that Milestone Scientific, Inc. (MLSS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MLSS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MLSS filings page.
Milestone Scientific Inc. reported outcomes of its 2026 annual stockholders meeting and related board actions. Stockholders elected five incumbent directors to serve until the 2027 annual meeting, approved increasing authorized common shares from 125,000,000 to 135,000,000, expanded the Amended and Restated 2020 Equity Incentive Plan from 11,500,000 to 28,750,000 shares, approved on an advisory basis compensation of named executive officers, and ratified Grassi & Co. Certified Public Accountants, PC as independent auditors. At the record date there were 88,449,412 common shares outstanding, and 44,335,594 shares, or 50.12%, were represented, constituting a quorum.
The board re-elected Kelly Ulto and Greg Shilling as directors effective July 27, 2026, to serve until the 2027 annual meeting, reaffirmed that both are independent, determined that Ulto qualifies as an audit committee financial expert, and appointed Ulto and Shilling as chairs and members of various board committees.
Milestone Scientific Inc. reports that three directors, Benedetta Casamento, Dr. Didier Demesmin and Neal Goldman, have delivered notices electing to convert the remaining principal and accrued interest on their Convertible Bridge Notes into common stock. These notes were originally issued as part of a series of promissory notes with aggregate principal of $800,000.
The outstanding principal subject to these elections is $116,495.47 for Ms. Casamento, $58,247.73 for Dr. Demesmin and $291,238.66 for Mr. Goldman. Conversions will occur automatically once the common stock’s Fair Value is at least $0.50 per share and each director is permitted to trade under the company’s Insider Trading Policy. No shares have been issued under these elections as of the report date.
Milestone Scientific Inc. restructured key governance and executive arrangements, including a new agreement with founder Leonard Osser, the appointment of two new independent directors, and elevating Benedetta Casamento from Chair of the Board to Executive Chairman.
The new Osser agreement cancels his prior consulting and succession arrangements, waives certain past compensation in exchange for specified catch-up payments and expense reimbursement, and reduces his role and pay to an advisory position at $48,000 per year plus health benefits and car allowance. Osser and his wife also agreed to lock-up most of their shares through April 20, 2027.
The Board appointed Kelly Ulto and Greg Shilling as independent directors and committee members, with Ulto designated as an audit committee financial expert. Casamento’s new Executive Chairman role adds a $75,000 annual salary, equity-based Director Equivalent compensation, and a one-time $100,000 restricted stock grant, alongside previously disclosed participation in $800,000 of Convertible Bridge Notes and a recent 7,962,963-unit private placement at $0.27 per unit.
Milestone Scientific Inc. replaced its independent auditor, dismissing CBIZ CPAs P.C. effective May 15, 2026 and appointing Grassi & Co., CPAs, P.C. for the fiscal year ending December 31, 2026. CBIZ CPAs’ report on the year ended December 31, 2025 included an explanatory paragraph citing substantial doubt about the Company’s ability to continue as a going concern. The company states there were no disagreements with CBIZ CPAs and no reportable events during 2025 or through April 30, 2026, and that it had not previously consulted Grassi on accounting or auditing matters.
Milestone Scientific Inc. approved a one-time stock option exchange for its CEO Eric Hines and SVP Jason Papes, repricing 4.0 million existing options to an exercise price of $0.31 per share, equal to the common stock closing price on April 30, 2026, without changing the total shares or expiration dates.
The vesting on each 2.0 million-share option was modified so 500,000 shares vest at the vesting commencement date and 750,000 shares vest on each of the first and second anniversaries, aiming to enhance retention and incentives without additional equity dilution or major cash outlays.
The Compensation Committee also created a 2026 performance-based restricted stock unit (PRSU) Sub-Plan under the 2020 Equity Incentive Plan, covering up to 17,234,635 shares tied to five performance milestones over a period from January 1, 2026 to December 31, 2029, including net sales growth targets, a $50 million market capitalization, and a qualified acquisition with more than $10 million of revenue.
Subject to stockholder approval of an increase in the 2020 Plan share reserve, 11,202,513 PRSUs were granted to senior officers, including 5,170,391 to the CEO, 3,016,061 to the Vice President of Finance, and 3,016,061 to the Senior Vice President, Global Head of Sales and Marketing, all settling in stock upon certified achievement of performance milestones and continued service.
Milestone Scientific Inc. entered into a securities purchase agreement for a private placement of 7,962,963 units at $0.27 per unit, raising gross proceeds of $2.15 million. Each unit includes one common share and a warrant with a $0.3375 exercise price, exercisable for three years for cash only.
The financing combined approximately $1.80 million in cash and $351,000 from conversion of Convertible Bridge Notes held by directors and officers. Certain insiders also purchased $150,000 of units for cash on the same terms as other investors. The company plans to use net proceeds for working capital and past due accounts payable.
The placement, conducted without a placement agent and in line with NYSE American rules, could provide up to an additional $2.69 million if all warrants are exercised. Related agreements include registration rights for resale of the shares and 12‑month lock‑up arrangements for certain directors, officers and stockholders.
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.
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.
Milestone Scientific Inc. filed an amended current report to fix administrative issues in a previously filed report about an event dated January 15, 2026. The amendment adds a previously described but omitted exhibit and corrects the company’s address, the title of the signing officer, and an exhibit number.
The newly included Exhibit 10.1 is an Amended and Restated Memorandum of Understanding between Innovest S.p.A. and Milestone Scientific Inc. dated June 13, 2026, while the underlying transaction was executed on January 15, 2026, when the parties signed the document and stockholder approval was obtained. No other disclosures from the earlier report are changed.
Milestone Scientific Inc. entered into an amended and restated memorandum of understanding with Innovest S.p.A. concerning BP4 S.r.l., which holds 11.31% of Milestone’s outstanding common stock. BP4 has agreed, subject to conditions including its shareholders’ approval and the completion of a $2.5 million offering by Milestone, to a 12‑month lock-up on selling or transferring its Milestone shares.
The lock-up allows earlier distributions of BP4’s shares to its own shareholders if Milestone’s stock trades above set price thresholds for 10 consecutive trading days: up to 33.33% of the locked shares above $0.50, up to 66.66% cumulatively above $0.70, and up to 100% cumulatively above $0.90. BP4’s shareholders approved the memorandum on January 15, 2026, and the agreement includes customary exceptions for underwriters.
Milestone Scientific Inc. reported results of its 2024 Annual Meeting of Stockholders held on December 18, 2025. Stockholders elected six incumbent directors to continue serving until the next annual meeting or until successors are elected and qualified. Director nominees generally received strong support, with individual "for" votes ranging up to 29,264,979 shares.
Stockholders also approved an amendment to the Restated Certificate of Incorporation to increase authorized common shares from 100,000,000 to 125,000,000, providing the company with a larger pool of shares it may issue in the future. In addition, they ratified the appointment of CBIZCPA P.C. as independent auditors for the fiscal year ending December 31, 2025.
There were 78,628,913 shares of common stock outstanding on the record date, and 48,381,413 shares were voted, representing 61.53% of issued and outstanding shares, indicating a solid level of shareholder participation.
Milestone Scientific Inc. (MLSS) announced a board change: on November 7, 2025, director Leonard A. Osser resigned from the Board, effective immediately. The company noted that Mr. Osser wrote it was an appropriate time to relinquish his director position.
Although leaving the Board, Mr. Osser will continue to be involved with the company through his employment agreement and through a consulting agreement between the company and U.S. Asian Consulting Group, LLC. This maintains his access and institutional knowledge while the Board adjusts to the transition.
Milestone Scientific Inc. reported it received a NYSE American notice that it is not in compliance with continued listing standards under Sections 1003(a)(ii) and (iii). The company must submit a plan of compliance by November 7, 2025. If the plan is accepted, the listing can continue with periodic reviews.
The Exchange may initiate delisting procedures if the plan is not accepted, if progress is insufficient, or if the company fails to regain compliance by April 8, 2027. Management is pursuing options to address the deficiency and intends to submit a plan by the deadline.