UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 — Other Events
On July 24, 2026, Milestone Scientific Inc. (the “Company”) received notices of conversion (the “Conversion Notices”) from Benedetta Casamento, Dr. Didier Demesmin and Neal Goldman, each of whom is a director of the Company (collectively, the “Holders”), with respect to the Company’s amended and restated promissory notes held by the Holders (the “Convertible Bridge Notes”).
As previously disclosed, the Convertible Bridge Notes were originally issued in an aggregate principal amount of $800,000 and were partially converted in connection with the Company’s private placement that closed on April 20, 2026. The Conversion Notices constitute the Holders’ elections, pursuant to Section 5(a) of the Convertible Bridge Notes, to convert the remaining outstanding principal amount and accrued interest under their respective Convertible Bridge Notes into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). After such partial conversions, the outstanding principal amounts of the Convertible Bridge Notes covered by the Conversion Notices held by each of the Holders are as follows: $116,495.47 for Ms. Casamento; $58,247.73 for Dr. Demesmin; and $291,238.66 for Mr. Goldman.
Pursuant to the Conversion Notices and the Convertible Bridge Notes, the conversions will become effective automatically at such time as the Fair Value (as defined in the Convertible Bridge Notes) of the Common Stock is not less than $0.50 per share and the applicable Holder is permitted to buy and sell securities of the Company in compliance with the Company’s Insider Trading Policy. No shares of Common Stock have been issued pursuant to the Conversion Notices as of the date of this Current Report on Form 8-K.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Form of Notice of Conversion of Promissory Note | |
| 104 | Cover 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: July 29, 2026 | By: | /s/ Eric Hines |
| Eric Hines | ||
| Chief Executive Officer | ||
Exhibit 99.1
Form of Notice of Conversion
of
Promissory Note
(pursuant to Section 5(a) of the Note)
Reference is hereby made to that certain Promissory Note of Milestone Scientific Inc. (the “Company”) dated April 8, 2025, as amended, issued to the undersigned holder in the original principal amount of [●] (the “Note”) and on April 20, 2026 partially converted into shares of the Company, issued as part of a series of promissory notes in the aggregate principal amount of $800,000. Terms used herein as defined terms and not defined herein shall have the meaning ascribed thereto in the Note.
The undersigned holder of the Note hereby notifies the Company of its election, pursuant to Section 5(a) of the Note, to convert the entire unpaid principal amount of and accrued interest on the Note effective, without any further or other notice to the Company, at such time as the Fair Value of the shares of Common Stock of the Company shall be not less than $0.50 per share; provided that the undersigned shall then be entitled to buy and sell securities of the Company in compliance with the Insider Trading Policy of the Company, including without limitation obtaining any necessary pre-clearance.
| Name of Holder: [●] |