Welcome to our dedicated page for MILESTONE SCIENTIFIC SEC filings (Ticker: MLSS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Milestone Scientific Inc. filings document material events for a NYSE American-listed operating company with common stock trading under MLSS. Recent disclosures cover private placements of common stock and warrants, registration-rights and purchase agreements, use-of-proceeds language, and amendments to corporate governing documents that affect authorized share capital.
The company’s SEC records also describe shareholder voting results, director elections, auditor ratification and auditor changes, material agreements involving stockholder transfer restrictions, and liquidity-related audit disclosure, including going-concern language in the independent auditor’s report.
Milestone Scientific Inc. is soliciting proxies for its virtual Annual Meeting on July 27, 2026. The Board asks shareholders to elect five director nominees and to approve amendments to increase authorized common shares from 125,000,000 to 135,000,000 and to expand the 2020 Equity Incentive Plan share reserve from 11,500,000 to 28,750,000. The record date for voting is May 28, 2026, when there were 88,449,412 shares outstanding. The meeting also includes a non-binding advisory Say-on-Pay vote and ratification of Grassi & Co. as auditors.
The proxy describes director nominees, board committees, governance policies including a Clawback Policy and insider trading rules, recent compensation actions (a one-time option exchange with a $0.31 reduced exercise price), related-party convertible bridge notes of $800,000, and performance-based restricted stock unit awards subject to stockholder approval.
Milestone Scientific Inc. filed a shelf registration to permit the resale by selling stockholders of up to 15,925,926 shares of common stock, consisting of 7,962,963 Initial Shares and 7,962,963 Warrant Shares issuable upon exercise of warrants. The shares were issued in a private placement that closed on April 20, 2026, at a per‑unit price of $0.27 with each Unit including one warrant exercisable for one share at $0.3375. The Company will not receive proceeds from resales by the selling stockholders; if Warrants are exercised for cash the Company would receive exercise proceeds. The prospectus discloses the selling stockholders, lock‑up agreements restricting transfers until April 2027 for certain insiders, shares outstanding of 88,449,412 as of May 28, 2026, and that the registration satisfies obligations under a Registration Rights Agreement.
Milestone Scientific reported first-quarter 2026 product sales of $2.16 million, down slightly from $2.23 million a year earlier, as lower international dental demand and no revenue from China offset strong growth in medical products. Dental revenue declined about 6%, while medical revenue roughly doubled to $0.11 million.
Gross margin remained high at about 72%. The net loss narrowed to $0.84 million from $1.99 million on sharply lower operating expenses, including a pause in research and development spending. Operating cash flow turned positive at $0.09 million, and cash stood at $1.19 million with working capital of roughly $2.5 million as of March 31, 2026.
Despite this improvement, the company has an accumulated deficit of about $134.6 million and continues to disclose substantial doubt about its ability to continue as a going concern. In April 2026 it completed a private placement of 7,962,963 units at $0.27 per unit, raising about $2.15 million in gross proceeds and partially reducing related-party convertible notes, with additional dilution possible from attached three-year warrants. Milestone also remains below NYSE American stockholders’ equity listing thresholds and faces a compliance deadline in April 2027.
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. filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The amendment is purely administrative and is being used to add governance-related exhibits that were inadvertently omitted or partially linked in the original filing.
The company is now including the entire Restated Certificate of Incorporation as Exhibit 3.1 and restoring its Amended and Restated By-laws as Exhibit 3.2. It also adds updated officer certifications under Section 302 of the Sarbanes-Oxley Act. No financial statements or other disclosures from the original report are changed or updated.
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. files its annual report describing a specialty medical device business focused on computer-controlled drug delivery systems for dental and epidural procedures. The company’s core Dynamic Pressure Sensing® technology underpins its CompuDent®, STA® dental systems and CompuFlo® Epidural System.
Milestone reported operating losses of $5.7 million in 2025 and $6.8 million in 2024 and states there is substantial doubt about its ability to continue as a going concern without additional capital. As of June 30, 2025, non‑affiliate market value was $39.7 million, and as of March 31, 2026, it had 80,453,116 common shares outstanding. The filing highlights reliance on third‑party manufacturers, extensive FDA and international regulation, MDR transition in the EU, and significant reimbursement and healthcare policy risks.
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.