Milestone Scientific Inc S-3/A, filed Sep 18, 2026
Milestone Scientific Inc. (MLSS)
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 | ||
| 23.1 | ||
| 23.2 | ||
| 23.3 | Consent of Tarter Krinsky & Drogin LLP (included in Exhibit 5.1)** | |
| 24.1 | ||
| 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 | ||
Exhibit 5.1
 |
Tarter Krinsky & Drogin LLP 1350 Broadway New York, New York 10018 P: 212-216-8000 F: 212-216-8000 www.tarterkrinsky.com |
September [●], 2026
Milestone Scientific Inc.
425 Eagle Rock Avenue, Suite 403
Roseland, New Jersey 07068
Ladies and Gentlemen:
We have acted as counsel to Milestone Scientific Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of Pre-Effective Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-3 (Registration No. 333-298804) (as amended by the Amendment, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”).
The Registration Statement relates to the proposed issuance and sale, from time to time, pursuant to Rule 415 under the Act, as set forth in the Registration Statement, the prospectus contained therein (the “Base Prospectus”) and the supplements to the prospectus referred to therein (each a “Prospectus Supplement”), of up to an aggregate offering price of $45,000,000, or the equivalent thereof, of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), shares of the Company’s preferred stock, $0.001 par value per share (the “Preferred Stock”), warrants to purchase any of the securities described above (the “Warrants”), subscription or other rights to purchase any of the securities described above (the “Rights”), and units consisting of any combination of Common Stock, Preferred Stock, the Warrants or the Rights (the “Units” and, together with the Common Stock, the Preferred Stock, the Warrants, and the Rights, the “Securities”).
The Securities are to be sold from time to time as set forth in the Registration Statement, the Base Prospectus contained therein and the Prospectus Supplements. The preferences, limitations and relative rights of shares of any series of Preferred Stock will be set forth in a Certificate of Designation (a “Certificate of Designation”).
The Warrants are to be issued pursuant to an appropriate warrant agreement or warrant certificate (“Warrant Agreement”), which will be incorporated by reference into the Registration Statement when the Warrants are issued.
The Rights are to be issued pursuant to an appropriate agreement or rights certificate (“Rights Agreement”), which will be incorporated by reference into the Registration Statement when the Rights are issued.
The Units are to be issued pursuant to a unit agreement (the “Unit Agreement”), which will be incorporated by reference into the Registration Statement when Units are issued.
The Securities are to be sold pursuant to a purchase, underwriting or similar agreement in substantially the form to be filed under a Current Report on Form 8-K.
We have examined instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed that: (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy, pdf or other electronic copy conforms to an authentic original; (iv) all signatures on each such document are genuine;(v) the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed is true, accurate and complete. We have further assumed the legal capacity of natural persons, that each party to the documents we have examined or relied on has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party and that each of the officers and directors of the Company has properly exercised his or her fiduciary duties. We have not attempted to verify independently such facts. We have not verified any of those assumptions. We have not made any independent investigation in rendering this opinion letter other than the examination described above, and our opinion is therefore qualified in all respects by the scope thereof.
We have also assumed that: (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Act and the Base Prospectus and any and all prospectus supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) a Prospectus Supplement will have been filed with the Commission describing the Securities offered thereby; (iii) all Securities will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement and are in conformity with the Company’s then operative certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”), do not result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (iv) the issuance of the shares of common stock has been duly authorized by all necessary corporate action on the part of the Company; (v) the certificates, then if any, for the Securities have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment therefor, (vi) the Securities, when issued and sold in accordance with a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible Preferred Stock, or upon exercise of any Warrants in accordance with their terms, or settlement of any Rights or Units in accordance with their terms, will be validly issued, fully paid and nonassessable; (vii) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (viii) any Securities issuable by the Company and issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be converted, exchanged, redeemed or exercised in accordance with their terms, including payment of the applicable exercise price, and duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise; (ix) with respect to any Securities issuable by the Company and issuable upon conversion, exchange, redemption or exercise of any Securities being offered, there will be sufficient shares of the appropriate class authorized under the Company’s organizational documents that are not otherwise reserved for issuance; (x) with respect to shares of Preferred Stock, the Certificate of Designation will set forth the terms thereof and be filed with the Secretary of State of Delaware prior to their issuance; (xi) with respect to the Rights and Units, the Company will have entered into a form of agreement for each of the Rights and Units as authorized by the Board of Directors; and (xii) there will not be any facts or circumstances arising subsequent to the date hereof and prior to the issuance of any of the Securities that could affect any of the opinions expressed herein. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
This opinion letter is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal securities laws of the United States of America or any state securities or blue sky laws.
Our opinion is subject to the following additional qualifications and limitations:
(a) Our opinion is subject to, and may be limited by, (1) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (2) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law; and
(b) Our opinion is subject to the qualification that (1) the enforceability of provisions for indemnification or limitations on liability may be limited by public policy considerations, and (2) the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.
Based upon and subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. With respect to shares of Common Stock, when both: (a) the Board of Directors of the Company or a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the “Board”) has taken all necessary corporate action to approve the issuance and the terms of the offering of the shares of Common Stock and related matters; and (b) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Rights to purchase Common Stock, upon payment of the consideration therefor (not less than the par value of the Common Stock) provided for therein or (ii) upon conversion or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Board, for the consideration approved by the Board, then the shares of Common Stock will be validly issued, fully paid and non-assessable.
2. With respect to any particular series of shares of Preferred Stock, when both: (a) the Board has taken all necessary corporate action to approve the issuance and terms of the shares of Preferred Stock, the terms of the offering thereof, and related matters, including the adoption of a Certificate of Designation relating to such Preferred Stock conforming to the Delaware General Corporation Law (the “DGCL”) and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware; and (b) certificates representing the shares of Preferred Stock have been duly executed, countersigned, registered and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Rights to purchase Preferred Stock, upon payment of the consideration therefor (not less than the par value of the Preferred Stock) provided for therein or (ii) upon conversion or exercise of such Security or the instrument governing such Security providing for such conversion or exercise as approved by the Board, for the consideration approved by the Board, then the shares of Preferred Stock will be validly issued, fully paid and non-assessable.
3. With respect to any Warrants, when (a) the Board has taken all necessary corporate action to approve the issuance and terms of the Warrants, the Warrant Agreement and related matters, and (b) the Warrants and the Warrant Agreement have been duly authorized, executed and delivered by the Company and the warrant agent, if any, against payment therefor pursuant to the applicable definitive purchase, underwriting, warrant or similar agreement, then the Warrants and the Warrant Agreement will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
4. With respect to any Rights, when (a) the Board has taken all necessary corporate action to approve the issuance and terms of the Rights, the Rights Agreement and related matters, and (b) the Rights and the Rights Agreement have been duly authorized, executed and delivered by the Company and the rights agent, if any, against payment therefor pursuant to the applicable definitive purchase, underwriting, subscription or similar agreement, then the Rights and the Rights Agreement will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
5. With respect to the Units, when both: (a) the Board has taken all necessary corporate action to approve the issuance and terms of the Units, Unit Agreement, and related matters; and (b) the underlying Securities that are components of the Units, in accordance with the applicable Unit Agreement, have been duly authorized, executed and delivered by the Company against payment therefor, pursuant to the applicable definitive purchase, underwriting, Unit Agreement or similar agreement that has been duly authorized, executed and delivered by the Company and a unit agent, if any, and the certificates for the Units have been duly executed and delivered by the Company and such unit agent, if any, then the Units will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Attorneys at our firm are admitted to the practice of law in the State of New York, and we express no opinion as to the laws of any other jurisdiction, other than the laws of the State of New York and the DGCL. We are not licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL are based solely on a review of the official statutes of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our firm name as your counsel, and to all references made to us in the Registration Statement and in the Base Prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
/s/ Tarter Krinsky & Drogin LLP |
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| TARTER KRINSKY & DROGIN LLP |