8-K

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

Dateof Report (Date of earliest event reported): March 31, 2026

MilestoneScientific Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-14053	13-3545623
(State<br>or other jurisdiction<br><br><br><br>of<br>incorporation)	(Commission<br><br><br><br>File<br>Number)	(IRS<br> Employer<br><br><br><br>Identification<br>No.)
425 Eagle Rock Road, Ste 403,<br><br><br><br>Roseland,New Jersey	07068
---	---
(Address of principal executive<br>offices)	(Zip<br> 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 obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities<br> registered pursuant to Section 12(b) of the Act:
Title<br> of each class	Trading<br> Symbol(s)	Name<br> on exchange on which registered
---	---	---
Common<br> Stock	MLSS	NYSE<br> 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 ☐

Item1.01 — Entry into a Material Definitive Agreement

On March 31, 2026, Milestone Scientific Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Memorandum of Understanding, dated January 13, 2026 (the “MOU”), with Innovest S.p.A., as the holder of certain consent/blockage rights with respect to BP4 S.r.l., a society’ a responsibility’ limitation in liquidation (“BP4”). According to BP4, it was then the owner of 11.31% of the outstanding shares of common stock of the Company

The Amendment amends the MOU to, among other things, revise the definition of “Qualified Offering” and “Other Locked-Up Parties” in order to facilitate an offering by the Company.

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The foregoing description of the material terms of the MOU does not purport to be complete and is qualified in its entirety by reference to such an exhibit.

---

Item9.01 — Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br> No.	Description
10.1	Amendment to Amended and Restated Memorandum of Understanding, by and between Innovest S.p.A. and Milestone Scientific Inc., dated March 31, 2026.
104	Cover<br> 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:<br> April 2, 2026	By:	/s/ Eric Hines
		Eric<br> Hines
		Chief<br> Executive Officer

Exhibit10.1

MILESTONE SCIENTIFIC INC.

425 Eagle Rock Road, Ste 403,

Roseland, New Jersey 07068

As of March 31, 2026

Innovest S.p.A.

Corso Venezia 44

Milano, Italy 20121

Attn: Giandomenico Trombetta, President and Managing Director

BP4 S.r.l. in liquidazione

Corso Venezia 44 Milano

Attn: Pedro Palau, Liquidator and Legal Representative

Re:	Amendment<br> of Amended and Restated Memorandum of Understanding

Dear Sirs:

Reference is made to that certain Amended and Restated Memorandum of Understanding dated January 13, 2026 (the “MOU”) by and between Innovest S.p.A. (“Innovest”), as the holder of certain consent/blockage rights with respect to BP4 S.r.l., societa’ a responsabilita’ limitata in liquidazione (“BP4”), according to BP4’s corporate bylaws, in the person of Gian Domenico Trombetta as a duly authorized representative of Innovest, and Milestone Scientific Inc., a Delaware corporation (the “Company”). All terms used herein as defined terms but not defined herein shall have the meanings ascribed thereto in the MOU.

The purpose of this letter is to modify the MOU in certain respects, including the conditions to be satisfied for each of the BP4 Parties to enter into Lock-Up Agreements. Accordingly, the parties hereby amend the MOU, as follows:

1.	In paragraph 5 of the MOU, the references to January 31, 2026<br>shall be changed to refer to April 17, 2026 (provided, that if the Company is then working on a capital raise that upon consummation<br>would be a Qualified Offering (as amended in accordance with paragraph 2 below), then such April 17, 2026 date shall automatically be<br>extended until May 1, 2026.
2.	In Annex A of the MOU, a “Qualified Offering” shall<br>mean the Company’s consummation of one or more offerings of its securities within forty-five (45) days from the date hereof with<br>aggregate gross proceeds to the Company of at least $900,000 and up to 19.99% of the number of outstanding shares of the Company (which<br>at the closing price of the Company’s shares on March 17, 2026 of $0.29 would be approximately $2,300,000), on terms and conditions<br>materially similar to those terms and conditions furnished to Innovest.
3.	In Annex A of the MOU, “Other Locked-Up Parties”<br>shall mean each of the following:
●	Each<br> of the directors of the Company re-elected at the December 18, 2025 Annual Meeting of the stockholders of the Company;
---	---
●	Each<br> of the officers of the Company; and
●	United<br> Systems and its affiliates.

Except as set forth above, the MOU shall continue in full force and effect.

In consideration of the approval, execution and delivery of this letter, the Company hereby undertakes and irrevocably commits that, within five (5) business days following the date on which both Innovest and BP4 have duly executed and returned this letter as evidence of their approval of MOU Amendments, the Company shall pay to BP4 the further amount of USD 27,500 pursuant to Article 5 of the MOU, in respect of additional disbursements accumulated in connection with the transaction contemplated by the MOU, it being understood that such payment shall be subject, together with any prior payments made pursuant to Article 5 of the MOU, to the aggregate cap of USD 100,000 expressly provided for therein.

[Remainderof page intentionally blank]

| Innovest S.p.A. |

| --- | | page 2 |

Please evidence your consent to the matters set forth in this letter by signing and returning a copy of this letter.

Sincerely,
Milestone<br> Scientific Inc.
By:	/s/ Eric Hines
Name:	Eric<br> Hines
Title:	President<br> and Chief Executive Officer

AGREED:

The undersigned, as the holder of certain consent/blockage rights with respect to BP4 according to BP4’s corporate bylaws, hereby agrees to amend the MOU as contemplated hereby.

Innovest S.p.A.
By:	/s/ G D Trombetta
Name:	Gian Domenico Trombetta
Title:	President and Managing Director

The undersigned, as liquidator and legal representative of BP4 S.r.l. in liquidazione, duly authorized pursuant to the resolutions adopted at the Meeting, hereby approves the MOU Amendments as set forth in this letter.

BP4 S.r.l. in liquidazione
By:	/s/ P Palau
Name:	Dottor<br> Pedro Palau
Title:	iL<br> Liquidatore and Legal Representative