As
filed with the Securities and Exchange Commission on September [●], 2026
Registration
No. 333-298804
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MILESTONE
SCIENTIFIC INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
13-3545623 |
| (State
or other jurisdiction of |
|
(IRS
Employer |
| incorporation
or organization) |
|
Identification
Number) |
425
Eagle Rock Avenue, Suite 403
Roseland,
New Jersey 07068
(973)
535-2717
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Eric
Hines
Chief
Executive Officer
Milestone
Scientific Inc.
425
Eagle Rock Ave, Suite 403
Roseland,
New Jersey 07068
(973)
535-2717
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copy
to:
Lawrence
M. Bell, Esq.
Tarter
Krinsky & Drogin LLP
1350
Broadway, New York, New York 10018
(212)
574-0392
From
time to time after the effective date of this registration statement.
(Approximate
date of commencement of proposed sale to the public)
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
| Smaller
reporting company ☒ |
|
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 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Pre-Effective Amendment No.1 (this “Amendment”) is being filed to amend the Registration Statement on Form S-3 (File No.
333-298804), originally filed by Milestone Scientific Inc. on September 8, 2026 (the “Registration Statement”). The purpose
of this Amendment is to correct a clerical error in the Registration Statement. The signature page to the Registration Statement inadvertently
omitted the Company’s signature block. This Amendment also includes an updated Exhibit 5.1, which bears the conformed signature
of Tarter Krinsky & Drogin LLP and includes the related consent. Accordingly, this Amendment consists only of the cover page of the
Registration Statement, this Explanatory Note, the Exhibit Index to the Registration Statement, the signature pages and Exhibit 5.1 filed
herewith. This Amendment does not modify the prospectus contained in Part I of the Registration Statement or any other information in
Part II of the Registration Statement, except as expressly set forth herein.
Item
16. Exhibits
The
following exhibits are filed herewith or incorporated by reference herein:
Exhibit
Number |
|
Exhibit
Title |
| |
|
|
| 1.1 |
|
Form
of Underwriting Agreement* |
| 3.1 |
|
Restated Certificate of Incorporation, as amended as of August 4, 2026*** |
| 4.1 |
|
Form
of Certificate of Designation* |
| 4.2 |
|
Form
of Preferred Stock Certificate* |
| 4.3 |
|
Form
of Warrant or Subscription Agreement* |
| 4.4 |
|
Form
of Warrant Certificate* |
| 4.5 |
|
Form
of Unit Certificate* |
| 4.6 |
|
Form
of Unit Agreement* |
| 5.1 |
|
Opinion of Tarter Krinsky & Drogin LLP** |
| 23.1 |
|
Consent of CBIZ CPAs P.C. *** |
| 23.2 |
|
Consent of Marcum LLP*** |
| 23.3 |
|
Consent of Tarter Krinsky & Drogin LLP (included in Exhibit 5.1)** |
| 24.1 |
|
Power of Attorney*** |
| 107.1 |
|
Calculation of Registration Statement Fee*** |
| * |
To
be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, and incorporated herein by reference. |
| ** |
Filed
herewith. |
| *** |
Previously
filed |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to the registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Borough of Roseland, State of New Jersey, on September 18, 2026.
| |
MILESTONE SCIENTIFIC
INC. |
| |
|
|
| |
By: |
/s/
Eric Hines |
| |
Eric |
Hines |
| |
Chief |
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Amendment to the registration statement has been signed by the following persons
in the capacities indicated on September 18, 2026.
| Signature |
|
Title |
|
|
|
| /s/
Eric Hines |
|
Chief
Executive Officer |
| Eric
Hines |
|
(Principal
Executive Officer) and Director |
| |
|
|
* |
|
Vice
President of Finance and Acting Chief Accounting Officer |
| Keisha
Harcum |
|
(Principal
Financial and Accounting Officer) |
| |
|
|
* |
|
Chairman
of the Board |
| Benedetta
Casamento |
|
|
| |
|
|
* |
|
Director |
| Neal
Goldman |
|
|
| |
|
|
* |
|
Director |
| Didier
Demesmin |
|
|
| |
|
|
* |
|
Director |
| Dr.
Dawood Sayed |
|
|
| |
|
|
* |
|
Director |
| Kelly
Ulto |
|
|
|
|
|
* |
|
Director |
| Greg
Shilling |
|
|
| * By: |
/s/
Eric Hines
|
|
| Eric Hines |
|
| Attorney-in-Fact |
|
