10-Q - MLSS - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(MarkOne)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended ### March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from __________ to

Commission

file number 001-14053

MilestoneScientific Inc.

(Exactname of registrant as specified in its charter)

Delaware	13-3545623
State or other jurisdiction of Incorporation or organization	(I.R.S. Employer Identification No.)

425Eagle Rock Avenue, Suite 403, Roseland, NJ 07068

(Addressof principal executive offices)

Registrant’s

telephone number, including area code: 973-535-2717.

Securitiesregistered pursuant to Section 12(b) of the Act:

Title<br> of each class	Symbol	Name<br> of each exchange on which registered
Common<br> Stock, par value $.001 per share	MLSS	NYSE<br> American

Securitiesregistered pursuant to section 12(g) of the Act: NONE.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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,<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As

of May 11, 2026, the registrant has a total of 88,075,170 shares of Common Stock, $0.001 par value outstanding.

MILESTONE

SCIENTIFIC INC.

Form

10-Q

TABLE

OF CONTENTS

	PART I—FINANCIAL INFORMATION	4
Item<br> 1.	Condensed<br> Consolidated Financial Statements	4
	Balance<br> Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	4
	Statements<br> of Operations for the three months ended March 31, 2026, and 2025 (Unaudited)	5
	Statements<br> of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	6
	Statements<br> of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	7
	Notes<br> to Condensed Consolidated Financial Statements (Unaudited)	8
Item<br> 2.	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations	20
Item<br> 3.	Quantitative<br> and Qualitative Disclosures About Market Risk	24
Item<br> 4.	Controls<br> and Procedures	25
	PART II—OTHER INFORMATION
Item<br> 1.	Legal Proceedings	25
Item<br> 1A.	Risk<br> Factors	25
Item<br> 2.	Unregistered<br> Sales of Equity Securities and Use of Proceeds	26
Item<br> 3.	Defaults<br> Upon Senior Securities	26
Item<br> 4.	Mine<br> Safety Disclosures	26
Item<br> 5.	Other<br> Information	26
Item<br> 6.	Exhibits	27
Signatures		28

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FORWARD-LOOKING

STATEMENTS

When used in this Quarterly Report on Form 10-Q, the words “may”, “will”, “should”, “expect”, “believe”, “anticipate”, “continue”, “estimate”, “project”, “intend” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends that may affect Milestone Scientific’s plans of operations, business strategy, results of operations and financial condition. Milestone Scientific wishes to ensure that such statements are accompanied by meaningful cautionary statements pursuant to the safe harbor established in the Private Securities Litigation Reform Act of 1995. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Milestone Scientific’s plans and objectives are based, in part, on assumptions involving the continued expansion of its business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Milestone Scientific. Although Milestone Scientific believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Considering the significant uncertainties inherent in the forward-looking statements included herein, our history of operating losses that are expected to continue, requiring additional funding which we may be unable to raise capital when needed (which may force us to delay, curtail or eliminate commercialization efforts of our CompuFlo Epidural Computer Controlled Anesthesia System), the early stage operations of and relative lack of acceptance of our medical products, including our inability to recover our investment in slow-moving Medical finished goods inventory, relying exclusively on two third parties to manufacture our products, changes to our distribution arrangements exposes us to risks of interruption of marketing efforts and building new marketing channels, changes in our informal manufacturing arrangements made by the manufacturer of our products and disruptions at the manufacturing facility of our manufacturers, including shortages of or delays in obtaining chips and other components, exposes us to risks that may harm our business, raising additional funds by issuing securities or through licensing or lending arrangements may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights, our ability to generate revenue from sales will be materially impaired if physicians do not accept nor use our CompuFlo Epidural Computer Controlled Anesthesia System, exposure to the risks inherent in international sales and operations, including the cessation of revenue from China and the risk that U.S.-China trade tensions and tariffs may simultaneously increase our input costs and eliminate our ability to sell into the Chinese market, several legislative and regulatory changes and proposed changes regarding the healthcare system, including changes to reimbursement coverage of our products, that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval activities, and affect our ability to profitably sell any product candidates for which we obtain marketing approval, developments by competitors may render our products or technologies obsolete or non-competitive, changes in United States policy regarding international trade, including the imposition of tariff and export controls on certain goods and products imported from China and other countries, which has resulted in retaliatory tariffs and other trade measures by China, the United States and other countries that will result in an increase in costs that we may not be able to offset or that otherwise adversely impact our results of operations, federal government actions that constrain collaborative research funding may reduce the pool of available research partners and increase the cost and difficulty of future product development efforts, our common stock may be delisted from NYSE American if we fail to meet continued listing standards, including the minimum stockholders’ equity requirement, and ongoing geopolitical tensions, including conflicts in Eastern Europe and the Middle East, that have disrupted certain international markets served by the Company’s distributors and may continue to adversely impact demand and revenue, the inclusion of such information should not be regarded as a representation by Milestone Scientific or any other person that the objectives and plans of Milestone Scientific will be achieved. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. The actual results may differ materially from those included within the forward-looking statements because of various factors. Except as required by the federal securities laws, Milestone Scientific undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. Milestone Scientific is the owner of the following registered U.S. trademarks: CompuDent®; CompuMed®; CompuFlo®; DPS Dynamic Pressure Sensing technology®; Milestone Scientific ®; CathCheck®; the Milestone logo ®; SafetyWand®; STA Single Tooth Anesthesia Device®; and The Wand ®.

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PartI- Financial Information

Item1. Financial Statements

MILESTONE

SCIENTIFIC AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

			December<br> 31, 2025
ASSETS
Current<br> assets:
Cash<br> and cash equivalents	1,194,424		$	1,112,642
Accounts<br> receivable, net of allowance for credit losses of 10,000, respectively	555,766			680,620
Accounts<br> receivable, related party	22,337			25,548
Accounts<br> receivable	22,337			25,548
Prepaid<br> expenses and other current assets	676,820			468,792
Inventories	3,491,513			3,781,837
Advances<br> on contracts	1,411,785			1,408,395
Total<br> current assets	7,352,645			7,477,834
Furniture,<br> fixtures and equipment, net	18,474			19,193
Intangibles,<br> net	61,960			79,063
Right<br> of use assets finance lease	51,255			55,811
Right<br> of use assets operating lease	121,799			150,378
Deferred financing costs	332,671			-
Other<br> assets	24,150			24,150
Total<br> assets	7,962,954		$	7,806,429
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> liabilities:
Accounts<br> payable	2,269,296			1,430,250
Accounts<br> payable, related party	992,874			1,359,698
Accounts<br> payable	992,874			1,359,698
Accrued<br> expenses and other payables	1,053,535			995,206
Accrued<br> expenses, related party	376,969			188,406
Accrued<br> expenses	376,969			188,406
Current<br> portion of finance lease liabilities	30,753			27,347
Current<br> portion of operating lease liabilities	134,093			130,355
Total<br> current liabilities	4,857,520			4,131,262
Non-current<br> portion of finance lease liabilities	20,502			27,336
Non-current<br> portion of operating lease liabilities	-			35,208
Convertible<br> notes payable, related parties	800,000			800,000
Total<br> liabilities	5,678,022		$	4,993,806
Commitments<br> and contingencies	-
Stockholders’<br> equity
Common<br> stock, par value 0.001; authorized 125,000,000 shares; 80,486,449 shares issued and 80,453,116 shares outstanding as of March<br> 31, 2026; 80,486,449 shares issued and 80,453,116 shares outstanding as of December 31, 2025;	80,487			80,487
Additional<br> paid in capital	137,731,136			137,418,974
Accumulated<br> deficit	(134,615,175	)		(133,775,322	)
Treasury<br> stock, at cost, 33,333 shares	(911,516	)		(911,516	)
Total<br> Milestone Scientific Inc. stockholders’ equity	2,284,932		$	2,812,623
Total<br> liabilities and stockholders’ equity	7,962,954		$	7,806,429

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MILESTONE

SCIENTIFIC AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	March 31, 2026			March 31, 2025
Product sales,<br> net	$	2,162,033		$	2,232,420
Cost<br> of products sold		598,009			584,985
Gross profit		1,564,024			1,647,435
Selling, general and administrative<br> expenses		2,372,653			3,256,728
Research and development expenses		-			369,120
Depreciation<br> and amortization expense		19,454			19,440
Total operating expenses		2,392,107			3,645,288
Loss from operations		(828,083	)		(1,997,853	)
Interest<br> (expense) income, net		(11,770	)		3,267
Loss before provision for<br> income taxes		(839,853	)		(1,994,586	)
Provision<br> for income taxes		-			-
Net<br> loss	$	(839,853	)	$	(1,994,586	)
Net loss per share applicable<br> to common stockholders—
Basic and Diluted		(0.01	)		(0.02	)
Weighted average shares outstanding<br> and to be issued—
Basic and diluted		85,041,913			81,854,512

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MILESTONE

SCIENTIFIC AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

	Common Stock Shares		Common Stock Amount		Additional Paid in Capital		Accumulated Deficit			Treasury Stock			Total Stockholder Equity
Balance as of January 1, 2026		80,486,449		80,487		137,418,974		(133,775,322	)		(911,516	)		2,812,623
Stock based compensation		-		-		256,683		-			-			256,683
Common stock issued to board of directors for services		-		-		55,479		-			-			55,479
Net loss		-		-		-		(839,853	)		-			(839,853	)
Balance at March 31, 2026		80,486,449		80,487	$	137,731,136	$	(134,615,175	)	$	(911,516	)	$	2,284,932
	Common Stock Shares		Common Stock Amount		Additional Paid in Capital			Accumulated Deficit			Treasury Stock			Total Stockholder Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance as of January 1, 2025		78,047,798		78,048		134,719,274			(128,053,106	)		(911,516	)		5,832,700
Balance		78,047,798		78,048		134,719,274			(128,053,106	)		(911,516	)		5,832,700
Stock based compensation		-		-		330,787			-			-			330,787
Common stock to be issued to employees for bonuses		-		-		293,551			-			-			293,551
Common stock issued to board of directors for services		182,584		182		(182	)		-			-			-
Net loss		-		-		-			(1,994,586	)		-			(1,994,586	)
Balance at March 31, 2025		78,230,382		78,230	$	135,343,430		$	(130,047,692	)	$	(911,516	)	$	4,462,452
Balance		78,230,382		78,230	$	135,343,430		$	(130,047,692	)	$	(911,516	)	$	4,462,452

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MILESTONE

SCIENTIFIC AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THREE MONTHS ENDED

(UNAUDITED)

	March 31, 2026			March 31, 2025
Cash flows from operating activities:
Net loss	$	(839,853	)		(1,994,586	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		2,351			1,985
Amortization of intangibles		17,103			17,455
Stock based compensation		256,683			330,787
Employees paid in stock		55,479			293,551
Bad debt expense		4,014			-
Amortization of right-of-use asset		28,579			25,875
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		120,840			(43,171	)
Decrease (increase) in accounts receivable, related parties		3,211			(6,423	)
Decrease (increase) in inventories		290,324			(446,281	)
(Increase) decrease in advances on contracts		(3,390	)		331,520
Increase in deferred financing costs		(332,671	)		-
Increase in prepaid expenses and other current assets		(208,028	)		(185,688	)
Increase in accounts payable		839,046			896,908
(Decrease) increase in accounts payable, related party		(366,824	)		267,575
Increase (decrease) in accrued expenses		58,329			(480,382	)
Increase in accrued expenses, related party		188,563			7,448
Decrease operating right of use lease asset		(26,914	)		(24,662	)
Net cash provided by (used in) operating activities	$	86,842		$	(1,008,089	)
Cash flows from investing activities:
Purchase of furniture, fixtures, and equipment		(1,632	)		(1,304	)
Net cash used in investing activities	$	(1,632	)	$	(1,304	)
Cash flows from financing activities:
Payments finance lease obligations		(3,428	)		(2,278	)
Net cash used in financing activities	$	(3,428	)	$	(2,278	)
Net increase (decrease) in cash and cash equivalents	$	81,782		$	(1,011,671	)
Cash and cash equivalents at beginning of period		1,112,642			3,258,058
Cash and cash equivalents at end of period	$	1,194,424		$	2,246,387

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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MILESTONE

SCIENTIFIC INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE

1 — ORGANIZATION AND BUSINESS

All references in this report to “Milestone Scientific,” “us,” “our,” “we,” the “Company” or “Milestone” refer to Milestone Scientific Inc., and its consolidated subsidiaries, Wand Dental, Inc., and Milestone Innovations Inc. and Milestone Education LLC (all described below), unless the context otherwise indicates. Milestone Scientific is the owner of the following registered U.S. trademarks: CompuDent®; CompuMed®; CompuFlo®; DPS Dynamic Pressure Sensing technology®; Milestone Scientific ®; the Milestone logo ®; SafetyWand®; STA Single Tooth Anesthesia System®; and The Wand ®.

Milestone Scientific was incorporated in the State of Delaware in August 1989. Milestone Scientific has developed a proprietary, computer-controlled delivery device, using The Wand®, a single-use disposable handpiece. The device is marketed in dentistry under the trademark CompuDent®, STA Single Tooth Anesthesia System®, and in medicine under the trademark CompuMed®. CompuDent® is suitable for all dental procedures that require a local anesthetic. CompuMed® is suitable for many medical procedures regularly performed in plastic surgery, hair restoration surgery, podiatry, colorectal surgery, dermatology, orthopedics, and many other disciplines. The dental devices are sold in the United States, Canada and in 33 other countries. Certain medical devices have obtained CE mark approval and can be marketed and sold in most European countries. In June 2017, Milestone Scientific received 510(k) marketing clearance from the U.S. Food and Drug Administration (FDA) on the CompuFlo® Epidural Computer Controlled Anesthesia System (“Epidural”).

NOTE

2 — GOING CONCERN AND LIQUIDITY

Our financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements.

The Company has incurred total losses since its inception of $134.6 million. The Company’s operating losses were approximately $828,000 and $2.0 million for the three months ended March 31, 2026, and 2025, respectively. On March 31, 2026, Milestone Scientific had cash and cash equivalents of approximately $1.2 million and working capital of approximately $2.5 million. For the three months ended March 31, 2026 and 2025, we had cash flows provided by (used in) operating activities of approximately $0.1 million and $(1.0) million, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

On April 20, 2026, the Company completed a private placement of 7,962,963 units at a purchase price of $0.27 per

unit, generating gross proceeds of approximately $2.15 million, consisting of $1.80 million in cash and a reduction of $351,000 in outstanding principal of the Company’s outstanding convertible notes, the holders of which applied such principal amounts toward the purchase of units in the offering in lieu of cash (the “Private Placement”).

Each

unit consisted of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $0.3375 per share, exercisable for a period of three years. If fully exercised, the warrants would provide up to approximately $2.69 million in additional gross proceeds.

The Company intends to use the net proceeds from the private placement for general working capital purposes and the payment of outstanding accounts payable and accrued liabilities.

The Company’s recurring losses from operations, negative cash flows, and accumulated deficit raise substantial doubt about its ability to continue as a going concern. The completion of the private placement in April 2026 has improved the Company’s liquidity position; however, the Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient revenue, manage operating expenses, and, if necessary, obtain additional financing

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NOTE

3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and the applicable rules and regulations of the Securities and Exchange Commission (SEC) include the accounts of Milestone Scientific and its wholly owned subsidiaries, including Wand Dental and Milestone Innovations Inc. All significant intra-entity transactions and balances have been eliminated in the consolidation.

2. Basis of Presentation

The unaudited condensed consolidated financial statements of Milestone Scientific have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring entries) necessary to present such interim results fairly. Interim results are not necessarily indicative of the results of operations that may be expected for a full year or any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, included in Milestone Scientific’s Annual Report on Form 10-K.

3. Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the inventory valuation and cash flow assumptions regarding evaluations of going concern considerations. The Company bases its estimates on historical experience, known trends, and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

4. Revenue Recognition

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To achieve revenue recognition, the Company performs the following five steps:

i.	identification<br> of the promised goods or services in the contract;
ii.	determination<br> of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the<br> contract;
iii.	measurement<br> of the transaction price, including the constraint on variable consideration;
iv.	allocation<br> of the transaction price to the performance obligations based on estimated selling prices; and
v.	recognition<br> of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to<br> transfer a distinct good or service to the customer and is the unit of account in ASC 606.

The Company derives its revenues from the sale of its products, primarily dental and medical instruments, handpieces, and other related products. The Company sells its products directly to consumers in the United States and through a global distribution network that includes both exclusive and non-exclusive international distribution agreements.

Revenue is recognized at the point of shipment for all sales. The Company has no obligation to product sales for any installation, set-up, or maintenance, these being the responsibility of the buyer. Milestone Scientific’s only obligation after sale is the normal commercial warranty against manufacturing defects if the alleged defective unit is returned within the warranty period.

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E-Commerce

The Company sells its STA Single Tooth Anesthesia Systems® (STA) and handpieces directly to dental offices and dental groups within the United States via an online portal. The Company’s E-Commerce portal accepts online payments via credit and debit cards. The cost of delivery is charged to the customer along with appropriate sales tax. The Company recognizes revenue from product sales at the time the product ships to a customer via a third-party carrier.

Sales Returns

The Company records allowances for product returns as a reduction of revenue at the time product sales are recorded. Several factors are considered in determining whether an allowance for product returns is required, including the customers’ return rights, the Company’s historical experience with returns, and the amount of product in the distribution channel not consumed by end users and subject to return. The Company relies on historical return rates to estimate returns.

Financing and Payment

The Company’s payment terms differ by geography and customer, but payments from distributors are required within 90 days or less from the date of shipment. The E-Commerce portal sells directly to end users and accepts online payments via credit and debit cards through a third-party. These payments from the third party are typically settled within two business days.

Segments

The Company operates in two operating segments: Dental and Medical. The Company evaluates each of the two segments based on performance, using financial information compiled utilizing the accounting policies listed in Note 3 of this Form 10-Q. The profitability of the segment helps the Company evaluate staffing levels, assess available cash for allocation to projects and resources, and make informed decisions on whether the segment’s activities should be modified to align with the Company’s overall near- and long-term strategies. See Note 9 for segments by geographical market, based on the customer’s location, and product category for the three months ended March 31, 2026 and 2025, respectively.

5. Cash and Cash Equivalents

Milestone

Scientific considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2026 and December 31, 2025, Milestone Scientific has approximately $1.2

million and $1.1

million, respectively of cash. As of March

31, 2026, Milestone Scientific had cash in accounts that exceeded the Federal Deposit Insurance Corporation insurance limit of $250,000 .

6. Accounts Receivable

The E-commerce portal sells directly to end users and accepts online payments via credit and debit cards via a third-party credit card processor. These payments are settled within 2 business days of the transactions. Sales to distributors are on credit terms. The Company estimates losses from the ability or inability of its distributor to make payments on bills.

Distributors’

credit sales are due 90 days or less from the date of invoicing. As of March 31, 2026, and December 31, 2025, accounts receivable was recorded, net of allowance for credit losses of $10,000, respectively.

7. Inventories

Inventories principally consist of finished goods and component parts stated at the lower cost (first-in, first-out method) or net realizable value. Inventory quantities on hand are reviewed on a quarterly basis, and a provision for excess slow-moving, defective, and obsolete inventory is recorded if required based on past and expected future sales, potential technological obsolescence, and product expiration requirements.

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The valuation allowance creates a new cost basis for the inventory, and it is not subsequently marked up through a reduction in the valuation allowance based on any changes in the underlying facts and circumstances. When the valuation allowance is initially recorded, the increase to the allowance is recognized as an increase in cost of sales. The valuation allowance is only reduced if or when the underlying inventory is sold or destroyed, at which time cost of sales recognized would include the previous adjusted cost basis.

8. Basic and Diluted Net Loss Per Common Share

Milestone

Scientific presents “basic” earnings (loss) per common share applicable to common stockholders and, if applicable, “diluted” earnings (loss) per common share applicable to common stockholders pursuant to the provisions of ASC 260, “Earnings per Share”. Basic earnings (loss) per common share is calculated by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding and to be issued common shares as follows: 85,041,913

and 81,854,512

for

the three months ended March 31, 2026 and 2025, respectively. The calculation of diluted earnings per common share is like that of basic earnings per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period. Since Milestone Scientific had net losses in the three months ended March 31, 2026, and 2025, the assumed effects of the exercise of potentially dilutive outstanding stock options, unissued restricted stock awards (“RSA”) and warrants were not included in the calculation as their effect would have been anti-dilutive. Such outstanding options, RSA’s and warrants totaled 8,178,028

and 3,242,906

for the three months ended March 31, 2026 and 2025, respectively.

9. Recent Accounting Pronouncements

Recently Issued Accounting Pronouncement

In November 2024, the Financial Accounting Standards Board, “FASB”, issued Accounting Standards Update “ASU” 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to improve the disaggregation of expenses within the consolidated statement of operations. The amendments in ASU 2024-03 require disclosures, in the notes to the consolidated financial statements, specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity disclose (a) employee compensation, (b) depreciation, and (c) intangible asset amortization included in each relevant expense caption; include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements; and disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendments in ASU 2024-03 are effective January 1, 2027, and effective for interim periods beginning January 1, 2028. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company will evaluate the impact of ASU 2024-03 on its financial statements.

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NOTE

4 — INVENTORIES

Inventories consist of the following:

SCHEDULE OF INVENTORIES

	March 31, 2026		December 31, 2025
Dental finished goods	$	3,276,004	$	3,598,270
Medical finished goods		114,490		108,975
Inventory finished goods		114,490		108,975
Component parts and other materials		101,019		74,592
Total inventories	$	3,491,513	$	3,781,837

The

Company had an allowance on slow moving Medical finished goods due to the slow adoption of the epidural instruments and handpieces for approximately $1.0 million and $1.1 million as of March 31, 2026, and December 31, 2025, respectively.

NOTE

5 — ADVANCES ON CONTRACTS

The

advances on contracts represent funding for future STA devices, epidural instruments, and epidural replacement parts. The balance of the advances as of March 31, 2026 and December 31, 2025, is approximately $1.4 million, respectively. The advance is classified as current based on the estimated annual usage of the underlying inventory.

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NOTE

6— STOCKHOLDERS’ EQUITY

TO BE ISSUED

As

of March 31, 2026, and 2025, there were 3,617,696 and 3,076,871 shares to be issued, respectively, whose issuance has been deferred under the terms of employment and consulting agreements with officers and directors and other employees of Milestone Scientific. Such shares will be issued to each party upon termination of their employment or other relationship with the Company.

As

of March 31, 2026 and 2025 there were 1,002,162 and 631,792 respectively, shares to be issued to non-employees, that will be issued to non-employees for services rendered. The number of shares was fixed by contract prior to the date of grant, subject to performance, and were fully earned upon the grant date.

The following table summarizes information about shares to be issued for the three month periods ending March 31, 2026 and 2025.

SCHEDULE

OF SHARES TO BE ISSUED


Shares-to-be-issued, outstanding January 1, 2026 and 2025, respectively	4,449,403	3,393,017
Shares-to-be-issued, outstanding beginning balance	4,449,403	3,393,017
Granted in current period	170,455	315,646
Issued in current period	-	-
Shares-to be issued outstanding March 31, 2026 and 2025, respectively	4,619,858	3,708,663
Shares-to be issued outstanding ending balance	4,619,858	3,708,663

NOTE

7 — STOCK OPTION PLANS

The

Milestone Scientific Inc., Amended and Restated 2020 Equity Incentive Plan, provides for awards of restricted common, stock restricted stock units, options to purchase and other awards. On June 28, 2023 the plan was amended and restated (the “2020 Plan”) to increase the maximum shares that can be issued thereunder to 11,500,000

shares of common stock. The plan expires in June 2031. Options may be granted to employees, directors, and consultants of Milestone Scientific for the purchase of shares of common stock at a price not less than the fair market value of common stock on the date of grant. Generally, options become exercisable over a 3-year period from the grant date and expire 5 years after the date of grant.

Milestone

Scientific recognizes compensation expenses over the requisite service period and in the case of performance-based options over the period of the expected performance. For the three months ended March 31, 2026, and 2025, Milestone Scientific recognized approximately $257,000 and $171,000 of total employee compensation cost, respectively, recorded in general and administrative expenses on the statement of operations.

As

of March 31, 2026, there was $1.0 million of total unrecognized compensation cost related to non-vested options. Milestone Scientific expects to recognize these costs over a weighted average period of 1.9 years.

A summary of option activity for employees under the plans and changes during the three months ended March 31, 2026 is presented below:

SCHEDULE

OF STOCK OPTION ACTIVITY


Options outstanding at January 1, 2026	6,032,175		8.13
Granted during 2026	-
Exercised during 2026	-		-
Forfeited or expired during<br> 2026	(32,175	)	-
Options outstanding March 31, 2026	6,000,000		7.92
Exercisable, March 31, 2026	2,000,000		5.92

All values are in US Dollars.

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A summary of option activity for non-employees under the plans and changes during the three months ended March 31, 2026 is presented below:

SCHEDULE

OF STOCK OPTION ACTIVITY


Options outstanding at January 1, 2026	83,330		2.40
Granted during 2026	-
Exercised during 2026	-		-
Forfeited or expired during 2026	(16,666	)	-
Options outstanding March 31, 2026	66,664		2.70
Exercisable, March 31, 2026	49,994		2.35

All values are in US Dollars.

For

the three months ended March 31, 2026, and 2025 Milestone Scientific recognized approximately $1,200 and $6,600 expense related to non-employee options, respectively.

A summary of restricted stock under the plans and changes during the three months ended March 31, 2026 is presented below:

SCHEDULE

OF RESTRICTED STOCK


Non-vested as January 1, 2026	-		-
Granted	681,818		0.33
Vested	(170,455	)	0.33
Cancelled	-		-
Non-vested as March 31, 2026	511,363		0.33

On January 1, 2026, the Company entered into restricted stock agreements with members of the Board of Directors of the Company. The Company granted 681,818 restricted stock awards with a fair market value of $0.33 per share. Such restricted stock vests as follows: 25% on the grant date in January 1, 2026, and 25% on April 1, 2026, July 1, 2026 and October 1, 2026. These awards vest immediately upon a change of control as defined in the agreements.

For the three months ended March 31, 2026 and 2025, the Company

recognized approximately $55,000 and $154,000 for restricted stock expenses recorded in general and administrative expenses on the statement of operation. As of March 31, 2026, there was $170,000 of unrecognized compensation expense related to these awards.

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NOTE

8 — INCOME TAXES

The

utilization of Milestone Scientific’s net operating losses may be subject to a substantial limitation due to the “change of ownership provisions” under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result in the expiration of the net operating loss carry forwards before their utilization. Milestone Scientific has established a 100% valuation allowance for all its deferred tax assets due to uncertainty as to their future realization.

NOTE

9 — SEGMENT AND GEOGRAPHIC DATA

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (the “CODM”). The Company conducts its business through two reportable segments: Dental and Medical. These segments offer different products and services to different customer bases. The CODM assesses the financial performance of the segment and decides how to allocate resources based on Product sales, net, and operating income (loss).

The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below, and these include costs associated with executive management, investor relations, patents, trademarks, licensing agreements, new instruments developments, financing activities and public company compliance.

The following tables present information about our reportable and operating segments for the three months ended March 31, 2026, and 2025:

SCHEDULE OF REPORTABLE AND OPERATING SEGMENTS

	Corporate			Dental		Medical			Total
	2026
	Corporate			Dental		Medical			Total
Product sales, net	$	-		$	2,054,433	$	107,600		$	2,162,033
Cost of products sold		-			584,581		13,428			598,009
Gross Margin	$	-		$	1,469,852	$	94,172		$	1,564,024
										-
Salaries & employee benefits		177,249			419,448		228,305			825,002
Stock Compensation		312,162			-		-			312,162
Royalty expense		-			90,237		5,380			95,617
Warehouse		1,282			131,095		(2,600	)		129,777
Quality and Regulatory		88,806			3,486		2,312			94,604
Marketing		31,390			36,367		5,975			73,732
Rent & occupancy costs		19,733			17,066		10,666			47,465
Consultants and professional services fees		261,248			28,717		101,878			391,843
Insurance		41,826			46,092		40,620			128,538
Travel Expense		24,388			25,327		10,810			60,525
Depreciation and amortization expense		19,454			-		-			19,454
Research and development expense		-			-		-			-
Other segment items		73,338			136,182		3,868			213,388
Total operating expenses	$	1,050,876		$	934,017	$	407,214		$	2,392,107
Operating income (loss)		(1,050,876	)		535,835		(313,042	)		(828,083	)

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| --- | | | Corporate | | | Dental | | Medical | | | Total | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | | | | | | | | | | | | Corporate | | | Dental | | Medical | | | Total | | | | Product sales, net | $ | - | | $ | 2,181,170 | $ | 51,250 | | $ | 2,232,420 | | | Cost of products sold | | - | | | 584,896 | | 89 | | | 584,985 | | | Gross Margin | $ | - | | $ | 1,596,274 | $ | 51,161 | | $ | 1,647,435 | | | Salaries & employee benefits | $ | 117,108 | | $ | 441,497 | $ | 206,115 | | $ | 764,720 | | | Stock Compensation | | 330,788 | | | - | | - | | | 330,788 | | | Royalty expense | | - | | | 109,928 | | 2,563 | | | 112,491 | | | Warehouse | | 1,205 | | | 112,314 | | 8,773 | | | 122,292 | | | Quality and Regulatory | | 64,890 | | | 16,849 | | 2,312 | | | 84,051 | | | Marketing | | 4,261 | | | 83,629 | | 24,321 | | | 112,211 | | | Rent & occupancy costs | | 12,707 | | | 12,521 | | 7,826 | | | 33,054 | | | Consultants and professional services fees | | 1,084,695 | | | 57,662 | | 142,290 | | | 1,284,647 | | | Insurance | | 42,872 | | | 48,997 | | 42,436 | | | 134,305 | | | Travel Expense | | 4,473 | | | 31,668 | | 29,961 | | | 66,102 | | | Depreciation and amortization expense | | 19,440 | | | - | | - | | | 19,440 | | | Research and development expense | | - | | | 364,807 | | 4,313 | | | 369,120 | | | Other segment items | | 73,518 | | | 137,048 | | 1,501 | | | 212,067 | | | Total operating expenses | $ | 1,755,957 | | $ | 1,416,920 | $ | 472,411 | | $ | 3,645,288 | | | Operating income (loss) | $ | (1,755,957 | ) | $ | 179,354 | $ | (421,250 | ) | $ | (1,997,853 | ) | | March 31, 2026 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Dental | | Medical | | Corporate | | Total | | | Total Assets | $ | 5,454,090 | $ | 360,199 | $ | 2,148,665 | $ | 7,962,954 | | | | 5,454,090 | | 360,199 | | 2,148,665 | | 7,962,954 |

December 31, 2025
	Dental		Medical		Corporate		Total
Total Assets	$	5,861,323	$	394,267	$	1,550,839	$	7,806,429
		5,861,323		394,267		1,550,839		7,806,429

NOTE

10 – CONCENTRATIONS

Milestone Scientific has informal arrangements with third-party U.S. manufacturers of the STA devices and epidural instruments pursuant to which they manufacture these products under specific purchase orders that contain advance payments for long lead items for production. Advances on contracts have been classified as current at March 31, 2026 and December 31, 2025. The termination of the manufacturing relationship with any of these manufacturers could have a material adverse effect on Milestone Scientific’s ability to produce and sell its products. Although alternate sources of supply exist, and new manufacturing relationships could be established, Milestone Scientific would need to recover its existing tools or have new tools produced. Establishment of new manufacturing relationships could involve significant expense and delay. Any curtailment or interruption of the supply, because of the termination of such a relationship, would have a material adverse effect on Milestone Scientific’s financial condition, business, and results of operations.

On January 3, 2023, the Company launched an E-Commerce platform selling and shipping STA Single Tooth Anesthesia System® (STA) and handpieces directly to dental offices and dental groups within the U.S. For the three months ended March 31, 2026, E-Commerce accounted for 51% of net product sales, and no international distributors accounted for over 10% of net product sales. For the three months ended March 31, 2025, E-commerce accounted for 50% of net product sales, and one international distributor accounted for 13% of net product sales.

The Company had three distributors that accounted for 22%, 17%, 12% of accounts receivable, respectively, for the three months ended March 31, 2026. The Company had three distributors that accounted for 32%, 21% and 11% of accounts receivable, respectively as of December 31, 2025.

As of March 31, 2026, the Company had four suppliers that accounted for 25%, 19%, 12% and 11%, respectively, of accounts payable and accounts payable, related party. The Company had three suppliers that accounted for 38%, 22%, and 10%, respectively of accounts payable and accounts payable, related to the party as of December 31, 2025.

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NOTE

11 — RELATED PARTY TRANSACTIONS

UnitedSystems

In June 2021, the Company entered into a ten-year

supply agreement with United Systems, the principal supplier of its handpieces, for the manufacture and supply of handpieces. Pursuant to the agreement, the Company procures products under specific purchase orders but without minimum purchase commitments. Purchases from this supplier were approximately $249,000 and $487,000 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, and December 31, 2025, Milestone Scientific owed this supplier approximately $801,000 and $1,100,000, respectively, which is included in accounts payable and accrued expenses related party on the unaudited condensed consolidated balance sheets.

Directorof Clinical Affairs

The

Company pays royalties to its Director of Clinical Affairs pursuant to existing royalty arrangements related to certain Company products. Royalty expense paid to the Director of Clinical Affairs totaled approximately $96,000 and $112,000 for the three months ended March 31, 2026 and 2025, respectively. In addition, the Company paid consulting fees to the Director of Clinical Affairs totaling approximately $25,000 and $39,000 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, accrued but unpaid royalties owed to the Director of Clinical Affairs were approximately $384,000 and $289,000, respectively. These amounts are included in accounts payable related party and accrued expenses related party in the Company’s consolidated balance sheets.

Directors

LeonardOsser

As part of the Company’s succession planning, on April 6, 2021, Mr. Osser entered into an agreement with the Company (the “Succession Agreement”) pursuant to which he agreed to restructure certain of his existing arrangements with the Company to in anticipation of providing broader executive support beyond the Company’s Chinese operations and, so that upon stepping down as Interim Chief Executive Officer, he would agree to assume the role of Vice Chairman of the Board.

In connection with the Succession Agreement:

●	Compensation under Mr. Osser’s July 2017 Employment Agreement<br>(the “Osser Employment Agreement”) was reduced by $100,000 to $200,000, with the reduction split equally between cash compensation<br>and equity compensation.
●	Compensation under his July 2017 Consulting Agreement<br>(the “Osser Consulting Agreement”) was increased by $100,000 to $200,000, also split equally between cash and equity compensation.<br>The equity component shifted from the Osser Employment Agreement to the Osser Consulting Agreement.

On May 19, 2021, Mr. Osser stepped down as Interim

Chief Executive Officer and formally assumed the role as Vice Chairman. Compensation under the Osser Employment Agreement and Osser Consulting Agreement is payable for 9.5 years from May 19, 2021.

For each of the three months ended March 31, 2026 and 2025, the Company recorded:

●	$50,000<br> of expenses related to the Osser Employment Agreement; and
●	$50,000<br> of expenses related to the Osser Consulting Agreement.

If the Company terminates Mr. Osser’s employment without cause (other than due to death or disability), or if Mr. Osser terminates his employment for good reason (each as defined in the applicable agreement), he is entitled to receive, in a lump sum, an amount equal to the aggregate present value (determined in accordance with Section 280G(d)(4) of the Internal Revenue Code) of all compensation payable from the termination date through the remainder of the employment term.

Vice Chairman Appointment and Option Grant

Upon stepping down as Interim Chief Executive Officer,

Mr. Osser assumed the role of Vice Chairman of the Board on May 19, 2021. In connection with his new role as Vice Chairman and in exchange for his ongoing consulting services, Mr. Osser was granted options to purchase 2,000,000 shares of common stock at fair market value on the May 19, 2021. These options vest over five 5 years and expire ten 10 years from the date of grant.

Mr. Osser subsequently resigned from the Board of Directors on November 7, 2025.

Beneficial Ownership

Mr.

Osser beneficially owns 2,844,028 shares of the Company’s common stock and is entitled to receive an additional 3,221,786 shares upon termination of his Employment Agreement.

Dr.D. Demesmin, Director

As

of February 2024, the University Pain Medicine Center (STEMMEE), of which Dr. D. Demesmin, a member of the Company’s Board of Directors, serves as Chief Executive Officer, agreed to purchase products from the Company under terms and conditions consistent with those offered to other medical pain clinics in the United States. STEMMEE purchased medical products totaling approximately $6,000 for each of the three months ended March 31, 2026 and 2025. The company was owed approximately $ 22,300 and $ 25,500 as of March 31, 2026 and December 31, 2025 respectively. These amounts are regarded in related party accounts receivable.

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ArjanJ. Haverhals, Director

The Company entered into a consulting agreement with Jan Adriaan (Arjan) Haverhals (the “Haverhals Consulting Agreement”), effective January 1, 2025. The Haverhals Consulting Agreement continues for an indefinite term unless terminated in accordance with its terms. Either party may terminate the Haverhals Consulting Agreement upon 90 days’ prior written notice. The Company may terminate the Haverhals Consulting Agreement upon 30 days’ prior written notice in the event of Mr. Haverhals’ inability to provide services. Under the Haverhals Consulting Agreement, Mr. Haverhals is entitled to receive consulting fees at an annual rate of $350,000, payable monthly in arrears. For 2025, compensation was structured as follows:

·	$150,000 for the first calendar quarter of 2025; and
·	$67,000 for each subsequent calendar quarter of 2025.
---	---

The Company recorded consulting

expense of approximately $150,000 for the three months ended March 31, 2025 related to the Haverhals Consulting Agreement. No expense was recorded for the three months ended March 31, 2026.

Mr. Haverhals is entitled to reimbursement of reasonable expenses incurred in connection with the performance of his services. He serves as an independent contractor and is not eligible for Company-provided employee benefits, including health or accident insurance, life insurance, paid sick leave, or paid vacation. In connection with the Haverhals Consulting Agreement, Mr. Haverhals entered into the Company’s standard form of non-disclosure, non-solicitation, non-competition, and invention assignment agreement.

As

of March 31, 2026, and December 31, 2025, the Company owed Mr. Haverhals approximately $0 and $89,000, respectively, under the Haverhals Consulting Agreement, which is included in accounts payable—related party in the Company’s condensed consolidated balance sheets. Subsequent to December 31, 2025, Mr. Haverhals agreed to waive approximately $66,000 of amounts payable to him, which had previously been included in accounts payable—related party.

Pursuant

to the Haverhals Consulting Agreement, Mr. Haverhals is entitled to receive 912,736 shares of the Company’s common stock six months following his resignation as Chief Executive Officer, subject to the terms of the Haverhals Consulting Agreement. As of March 31, 2026, such shares had not been issued.

At the Company’s Annual Meeting of Stockholders held on December 18, 2025, Mr. Haverhals was not re-elected to the Board of Directors, and his term as a director expired at the conclusion of the Annual Meeting.

April2025 Convertible Notes

On

April 9, 2025, the Company issued a series of promissory notes in the aggregate amount of $800,000 to Mr. Neal Goldman, Ms. Benedetta Casamento, and Dr. Didier Demesmin, each of whom is a director of the Company. The notes are due April 9, 2028 and bear interest at the annual rate of prime less 2.50%, payable annually. All principal and interest shall be payable in cash and/or shares of common stock at the sole discretion of the Company. The notes are convertible into shares of common stock by the holder at any time and by the Company at maturity. If the Company sells equity securities for gross proceeds in excess of $4,000,000, the holders may request repayment of their note in either cash, shares of common stock or a combination of cash and shares; provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure documentation, shall be in excess of $4,000,000. Upon a liquidation event of the Company, as defined in the notes which includes a sale of the Company or assets, a merger, reorganization or combination transaction where the shareholders before the transaction own less than 50% of the Company after the transaction and a liquidation, dissolution or winding-up of the Company, the notes will be repaid in cash or its portion of any non-cash consideration. The conversion rate for any issuance of shares of common stock will be at the then fair value of a share of common stock, with the fair value being determined with reference to the public market price of a share of common stock, but not less than $0.50. The notes are unsecured and have typical default terms.

On April 20, 2026, the Company

completed the Private Placement of 7,962,963 units at a purchase price of $0.27 per unit, generating gross proceeds of approximately $2.15 million, consisting of $1.80 million in cash and a reduction of $351,000 in outstanding principal of the Company’s Convertible Notes, the holders of which applied such principal amounts toward the purchase of units in the offering in lieu of cash. Each of Mr. Neal Goldman, Ms. Benedetta Casamento, and Dr. Didier Demesmin reduced their outstanding aggregate principal amount of Convertible Notes by $219,000, $87,750, $43,875 and received 812,501 325,000 162,500 shares and warrants respectively.

BP4 S.r.l. / Innovest S.p.A.

BP4 S.r.l. / Innovest S.p.A.\n\nBP4 S.r.l. (“BP4”) is a significant shareholder of the Company, beneficially owning approximately 11.31% of the Company’s outstanding common stock, and is considered a related party. On January 15, 2026, the Company entered into an Amended and Restated Memorandum of Understanding (the “MOU”) with Innovest S.p.A., as the holder of certain consent and blockage rights with respect to BP4. Pursuant to the MOU, and subject to certain conditions, BP4 agreed to enter into a lock-up agreement pursuant to which it would not distribute or sell any of its shares of capital stock of the Company for twelve months following consummation of a $2.5 million offering by the Company. The lock-up provides for early release if the Company’s stock price exceeds specified thresholds for a defined period, permitting partial distributions of shares to BP4’s quotaholders. The Company paid BP4 $32,000 in respect of additional disbursements accumulated in connection with the transaction contemplated by the MOU, which payments are subject to an aggregate cap of $100,000.

On March 31, 2026, the Company entered into an amendment to 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.

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NOTE

12 — COMMITMENTS

(1)Contract Manufacturing Agreement

Milestone

Scientific has informal arrangements with third-party manufacturers of the STA devices and epidural instruments pursuant to which they manufacture these products under specific purchase orders but without any long-term contract or minimum purchase commitment. The Company has a purchase commitment for the delivery of 1,900

STA instruments as of March 31, 2026. As of March 31, 2026

and December 31, 2025, the purchase order commitment was approximately $2.3

million, respectively, and approximately $1.4 million

was paid and reported in advance on contracts in the unaudited condensed consolidated balance sheet.

The

advances in contracts represent funding for future epidural instruments and epidural replacement parts. As of March 31, 2026 and December 31, 2025, the company also has advances on an open purchase order for long lead items for a future purchase order for the manufacturing of Epidural instruments of approximately $34,000, respectively.

(2)Operating Leases

The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities:

●	As<br> the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating<br> the present value of the lease payments. The Company has utilized its incremental borrowing rate based on the long-term borrowing<br> costs of comparable companies in the Medical Device industry.
●	Since<br> the Company elected to account for each lease component and its associated non-lease components as a single combined lease component,<br> all contract consideration was allocated to the combined lease component.
●	The<br> expected lease terms include non-cancellable lease periods. Renewal option periods are not included in the determination of<br> the lease terms as they were not reasonably certain to be exercised.

The components of lease expense were as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	March 31, 2026			March 31, 2025
	Three months ended
	March 31, 2026			March 31, 2025
Cash paid for operating lease liabilities	$	31,882		$	31,882
Cash paid for finance lease liabilities		3,417			3,417
Weighted Average Remaining Lease Term
Finance leases (years)		3.67 years			4.75<br>years
Operating leases (years)		1.00 years			2.00 years
Weighted-average discount rate – operating leases		9.20	%		9.20	%
Weighted-average discount rate – finance leases		9.20	%		9.20	%

NOTE

13 — SUBSEQUENT EVENT

On

April 20, 2026, the Company completed a private placement of 7,962,963 units at a purchase price of $0.27 per unit, generating gross proceeds of approximately $2.15 million, consisting of $1.80 million in cash and a reduction of $351,000 in outstanding principal of the Company’s Convertible Notes, the holders of which applied such principal amounts toward the purchase of units in the offering in lieu of cash.

Each

The

Company incurred approximately $332,000 in costs associated with the private placement, including legal expenses, which is recorded as deferred financing costs on the balance sheet as of March 31, 2026.

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ITEM2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2025.

This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements.

OVERVIEW

Milestone Scientific Inc. is a biomedical technology company that designs, develops, patents, and commercializes innovative diagnostic and therapeutic injection technologies for medical and dental applications. The Company’s common stock trades on the NYSE American under the symbol “MLSS.”

The Company’s proprietary Dynamic Pressure Sensing Technology® (DPS) platform is a computer-controlled system designed to improve the precision, efficiency, and patient comfort of injections by regulating flow rate and monitoring pressure at the needle tip in real time.

The Company operates in two reportable segments:

●	Dental,<br> which represents the Company’s primary source of revenue and is driven by sales of<br> instruments and recurring handpiece consumables; and
●	Medical,<br> which represents a strategic growth area focused on the commercialization of the CompuFlo®<br> Epidural System.
---	---

The Company continues to focus on expanding adoption of its DPS technology platform, advancing commercialization of its Medical segment, and maintaining disciplined cost management while supporting targeted growth initiatives.

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The following table shows a breakdown of Milestone Scientific’s product sales (net), domestically and internationally, by business segment, product category:

	Three Months<br> Ended March 31, 2026						Three Months<br> Ended March 31, 2025
	Dental		Medical		Grand<br> Total		Dental		Medical		Grand<br> Total
Domestic-US
Instruments	$	161,632	$	28,300	$	189,932	$	177,875	$	3,000	$	180,875
Handpieces		1,017,365		75,200		1,092,565		1,015,847		44,250		1,060,097
Other		21,962		-		21,962		14,360		-		14,360
Grand Total	$	1,200,959	$	103,500	$	1,304,459	$	1,208,082	$	47,250	$	1,255,332
International Rest of<br> World
Instruments	$	247,096	$	4,100	$	251,196	$	74,943	$	-	$	74,943
Handpieces		582,484		-		582,484		775,847		4,000		779,847
Other		23,894		-		23,894		12,298		-		12,298
Grand Total	$	853,474	$	4,100	$	857,574	$	863,088	$	4,000	$	867,088
International China
Instruments	$	-	$	-	$	-	$	110,000	$	-	$	110,000
Handpieces		-		-		-		-		-		-
Other		-		-		-		-		-		-
Grand<br> Total	$	-	$	-	$	-	$	110,000	$	-	$	110,000
Total<br> Product Sales	$	2,054,433	$	107,600	$	2,162,033	$	2,181,170	$	51,250	$	2,232,420

CurrentProduct Platform

See Note 1, “Organization and Business”.

Resultsof Operations

The following table sets forth the consolidated results of operations for the three months ended March 31, 2026 and 2025, respectively. The trends suggested by this table may not be indicative of future operating results:

	March<br> 31, 2026			March<br> 31, 2025
Product sales, net	$	2,162,033		$	2,232,420
Cost of products sold		598,009			584,985
Gross profit		1,564,024			1,647,435
Selling, general and administrative expenses		2,372,653			3,256,728
Research and development expenses		-			369,120
Depreciation and amortization<br> expense		19,454			19,440
Total operating expenses		2,392,107			3,645,288
Loss from operations		(828,083	)		(1,997,853	)
Interest (expense) income,<br> net		(11,770	)		3,267
Loss before provision for income taxes		(839,853	)		(1,994,586	)
Provision for income taxes		-			-
Net loss	$	(839,853	)	$	(1,994,586	)

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Threemonths ended March 31, 2026 compared to three months ended March 31, 2025

Netsales for 2026 and 2025 were as follows:

	2026		2025		Change
Dental	$	2,054,433	$	2,181,170	$	(126,737	)
Medical		107,600		51,250		56,350
Total<br> sales, net	$	2,162,033	$	2,232,420	$	(70,387	)

Total product sales for the three months ended March 31, 2026 were approximately $2.2 million, compared to approximately $2.2 million for the same period in 2025, representing a decrease of approximately $70,000, or 3%.

Dental product revenue was approximately $2.05 million, representing a decrease of approximately $127,000, or 6%, compared to the prior period. The change in Dental revenue primarily reflects lower international distributor demand during the quarter. The Company believes this was influenced by ongoing geopolitical conditions, including the Russia–Ukraine conflict and recent instability in the Middle East, which impacted purchasing patterns in certain markets.

Revenue from China was not recognized during the current period, compared to approximately $110,000 in the prior period. The Company has received a purchase order in April 2026, indicating renewed activity in that market.

Medical revenue increased to approximately $108,000, compared to approximately $51,000 in the prior period, representing growth of approximately 110%, reflecting continued early-stage adoption of the Company’s medical products.

Overall, the Company maintained a relatively stable revenue base, with modest variability primarily attributable to external market conditions.

Grossprofits for 2026 and 2025 were as follows:

	2026		2025		Change
Dental	$	1,469,852	$	1,596,274	$	(126,422	)
Medical		94,172		51,161		43,011
Total<br> gross profit	$	1,564,024	$	1,647,435	$	(83,411	)

Gross margin was approximately 72.3%, compared to approximately 73.8% in the prior period.

The decrease in gross profit was primarily attributable to lower Dental segment sales. The slight decline in gross margin reflects a combination of factors, including product mix and lower sales volume, as well as cost pressures, including tariffs on certain imported components. These factors were partially offset by improved contribution from the Medical segment.

Selling,general and administrative expenses for 2026 and 2025 were as follows:

	2026		2025		Change
Dental	$	934,017	$	1,052,110	$	(118,093	)
Medical		407,214		468,097		(60,883	)
Corporate		1,031,422		1,736,521		(705,099	)
Total<br> selling, general and administrative expense	$	2,372,653	$	3,256,728	$	(884,075	)

Selling, general and administrative expenses decreased by approximately $884,000 or 27.2%, to $2.37 million for the current period compared to $3.26 million in the prior period. The decrease was primarily attributable to a significant reduction in professional fees, lower research and development spending, and reduced marketing-related expenditures.

Professional fees declined by approximately $893,000, or 69.5%, primarily due to lower legal, consulting, and other outside service costs incurred during the current period compared to the prior year. In addition, marketing expenses decreased by approximately 34.3%, reflecting reduced promotional and advertising activities, while royalty expense decreased by 15.0%.

Partially offsetting these decreases were increases in certain operating expense categories, including salaries and compensation, warehousing, and quality control and regulatory expenses. Salaries and compensation increased by approximately 3.8%, reflecting ongoing personnel-related costs to support operations. Warehousing expenses increased by 6.1%, while QC and regulatory expenses increased by 12.6%, primarily due to higher operational and compliance-related activities.

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Researchand Development for 2026 and 2025 were as follows:

	2026		2025		Change
Dental	$	-	$	364,807	$	(364,807	)
Medical		-		4,313		(4,313	)
Corporate		-		-		-
Total<br> research and development	$	-	$	369,120	$	(369,120	)

Research and development expense decreased by approximately $369,000, as no R&D expenses were incurred during the current period compared to the prior period.

The Company continues to evaluate its research and development priorities and may make targeted investments in future periods to support product enhancements, new applications, and long-term growth initiatives.

Profit(Loss) from Operations for 2026 and 2025 were as follows:

	2026			2025			Change
Dental	$	535,835		$	179,357		$	356,478
Medical		(313,042	)		(421,249	)		108,207
Corporate		(1,050,876	)		(1,755,961	)		705,085
Total loss from operations	$	(828,083	)	$	(1,997,853	)	$	1,169,770

Loss from operations improved to approximately $828,000 for the three months ended March 31, 2026, compared to approximately $2.0 million in the prior period, representing an improvement of approximately $1.2 million, or 58%.

The improvement was primarily attributable to reduced operating expenses, partially offset by lower gross profit.

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Liquidityand Capital Resources

CashFlows

The following table summarizes our sources and uses of cash for the three months ended:

	2026			2025			Change
Cash flow:
Net cash used in operating activities	$	86,842		$	(1,008,089	)	$	1,094,931
Net cash provided by (used in) investing activities		(1,632	)		(1,304	)		(328	)
Net cash provided by financing activities		(3,428	)		(2,278	)		(1,150	)
	$	81,782		$	(1,011,671	)	$	1,093,453

Net cash provided by operating activities was approximately $87,000 for the three months ended March 31, 2026, compared to net cash used in operating activities of approximately $1.0 million in the prior period. This improvement was primarily driven by reduced net loss and favorable changes in working capital.

Net cash used in investing and financing activities was minimal in both periods.

Considerationof the Company’s ability to continue as a going concern.

As of March 31, 2026, the Company had cash and cash equivalents of approximately $1.2 million and working capital of approximately $2.5 million.

The Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

On April 20, 2026, the Company completed a private placement of 7,962,963 units at a purchase price of $0.27 per unit, generating gross proceeds of approximately $2.15 million, consisting of $1.80 million in cash and a reduction of $351,000 in outstanding principal of the Company’s outstanding convertible notes, the holders of which applied such principal amounts toward the purchase of units in the offering in lieu of cash (the “Private Placement”)

The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient revenue, manage operating expenses, and obtain additional financing, if necessary.

The Company believes that its current cash resources, together with expected collections and financing proceeds, will be sufficient to support near-term operations. However, there can be no assurance that additional financing will be available on acceptable terms, or at all.

Item3. Quantitative and Qualitative Disclosures about Market Risk

Milestone Scientific is a “smaller reporting company” as defined by Regulation S-K and, as such, is not required to provide the information required by this item.

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Item4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such an evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

We routinely review our internal control over financial reporting and, from time to time, make changes intended to enhance the effectiveness of our internal control over financial reporting. During the three months ended March 31, 2026, we made no changes to our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that we believe materially affected, or are reasonably likely to affect, our internal control over financial reporting materially.

Item 1 – Legal Proceedings

None

Item1A. Risk Factors

Except as disclosed below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our 2025 Annual Report.

Ourability to continue as a going concern may adversely affect our business

The Company has incurred significant losses since its inception and continues to experience operating losses. Although operating performance improved during the three months ended March 31, 2026, including positive operating cash flow, there can be no assurance that the Company will sustain profitability or positive cash flows in future periods. As of March 31, 2026, the Company had limited cash resources, and these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company may need to raise additional capital through equity or debt financings, and such financing may not be available on acceptable terms, or at all.

Weare dependent on our dental product line for the majority of our revenue

A significant portion of the Company’s revenue is derived from its dental products, particularly the STA Single Tooth Anesthesia System® and related handpieces. Any decline in demand, increased competition, pricing pressures, or disruption in distribution channels for these products could have a material adverse effect on the Company’s financial condition and results of operations.

Ourmedical product commercialization efforts may not achieve the expected adoption

The Company is in the process of expanding the commercialization of its medical products, including the CompuFlo® Epidural Computer Controlled Anesthesia System. While the Company has obtained 510(k) clearance from the FDA, CE mark approval for European markets, and a Category III CPT code to support reimbursement submissions, adoption by healthcare providers may take longer than expected and the Company has maintained a material allowance against slow-moving Medical finished goods inventory as a result. Factors such as continued reimbursement uncertainty, clinician adoption rates, competition, and sales execution capacity may further limit the Company’s ability to generate meaningful revenue from its medical segment, and there can be no assurance that the Company’s investment in medical inventory and commercialization efforts will be recovered.

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Changesto United States tariff and import/export regulations may have a material adverse effect on our business, financial condition and resultsof operations.

The United States has recently enacted and proposed to enact significant new tariffs, and President Trump has directed various federal agencies to evaluate key aspects of U.S. trade policy further. There have been and are ongoing discussions and commentaries regarding potential significant changes to U.S. trade policies, treaties and tariffs. There exists significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. We source important elements used in our products from China. We have significant sales in jurisdictions outside the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations.

GovernmentAction on tariffs, research grants, and other funding may impede our ability to conduct our research and to raise capital.

Federal government actions to impose tariffs and limit research grants and other funding, including funding for universities and research enterprises, may cause disruption to our business. To the extent the Company seeks to invest in product enhancements or next-generation development, including further advancement of the CompuFlo® Epidural platform, government actions that constrain collaborative research funding may reduce the pool of available research partners and increase the cost and difficulty of such efforts. In addition, tariffs are likely to increase the cost of doing business, particularly given the Company’s reliance on Chinese manufacturers for handpieces and other key components, and reduced research funding may make it more difficult for the Company to attract capital from investors who consider the availability of funded development partners as part of their investment analysis.

Weare subject to risks related to international operations and geopolitical conditions

The Company generates a meaningful portion of its revenue from international markets through a global distribution network spanning more than 30 countries. International operations are subject to risks including economic instability, regulatory changes, supply chain disruptions, and geopolitical events. For example, ongoing geopolitical tensions, including conflicts in Eastern Europe and the Middle East, have disrupted certain markets served by the Company’s international distributors and may adversely impact demand, distribution, and revenue in affected regions. Continued or escalating geopolitical instability could further negatively impact the Company’s international sales.

Our business is subject to significant risks arising from our dual exposure to China as both a manufacturing source and a sales market.

The Company relies on Chinese third-party manufacturers for a substantial portion of its products and also previously generated revenue from Chinese distributors. During the three months ended March 31, 2026, revenue from China declined to $0, compared to $110,000 in the prior period. Simultaneously, escalating U.S.-China trade tensions and newly imposed tariffs have increased the cost of sourcing products and components from China. This dual exposure - reduced revenue from Chinese customers and increased costs from Chinese suppliers - may materially and adversely affect our results of operations. Furthermore, regulatory actions by either the U.S. or Chinese government, including export controls, retaliatory trade measures, restrictions on technology transfer, or sanctions, could further disrupt our supply chain or eliminate our ability to sell into the Chinese market entirely. Any such developments could have a material adverse effect on our business, financial condition, and results of operations.

Ouroperating results may fluctuate due to changes in product mix and demand

The Company’s results of operations may fluctuate from period to period due to changes in product mix, including variations between instrument and handpiece sales, as well as geographic demand. Shifts in product mix, pricing, or customer purchasing patterns may impact on gross margins and overall profitability.

Werely on key personnel and consultants

The Company’s success depends in part on the continued services of key executives, consultants, and technical personnel. The loss of key individuals or the inability to attract and retain qualified personnel could adversely affect the Company’s ability to execute its business strategy, maintain key relationships, and advance its commercialization efforts.

Our common stock may be delisted from NYSE Americanif we fail to regain compliance with continued listing standards by April 8, 2027.

Our common stock is listed on NYSE American under the symbol “MLSS.” On October 8, 2025, the Company received a written notice from NYSE American stating that it is not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide, which require minimum stockholders’ equity of $4 million and $6 million, respectively, for companies with sustained operating losses. As of March 31, 2026, the Company’s total stockholders’ equity was approximately $2.3 million - below both thresholds - and the Company has reported net losses in each of the past five fiscal years. The Company submitted a plan of compliance to NYSE American and has been permitted to continue listing during the plan period, subject to periodic review. The compliance deadline is April 8, 2027. While the April 2026 Private Placement increased the Company’s stockholders’ equity and liquidity, the Company cannot assure that it will achieve the required equity thresholds within the required timeframe, particularly given its ongoing operating losses and going concern uncertainty. If NYSE American initiates delisting proceedings, the liquidity and market price of our common stock would likely be materially and adversely affected, and our ability to raise additional capital through equity or debt financing - which we may need to fund continuing operations - would be significantly impaired.

Our April 2026 private placement and outstandingconvertible instruments create significant dilution risk for existing stockholders.

In April 2026, the Company issued 7,962,963 units in a private placement at $0.27 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $0.3375, exercisable for three years. This issuance increased the Company’s outstanding shares by approximately 10%. If all warrants are exercised, existing stockholders would experience an additional approximately 10% dilution, generating up to approximately $2.69 million in gross proceeds. In addition, following the partial conversion of $351,000 of principal in connection with the private placement, the Company has approximately $449,000 in aggregate outstanding principal under its Convertible Notes, which are convertible into shares of common stock at the option of the holders or the Company at a conversion price not less than $0.50 per share. Given the Company’s recurring operating losses and going concern uncertainty, we may need to pursue additional equity or debt financings in the future, which would further dilute existing stockholders. Cumulative dilution from these instruments and any future financings may depress the trading price of our common stock and adversely affect stockholder value.

Item2. Unregistered Sales of Equity Securities and use of proceeds

Not applicable.

Item3. Default upon Senior Securities

Not applicable.

Item4. Mine Safety Disclosure

Not applicable.

Item5. Other Information

Not applicable.

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Item6. Exhibits and Financial Statement Schedules

Exhibit No	Description
4.1	Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed April 21, 2026)
10.1	Form of Securities Purchase Agreement, dated April 20, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 21, 2026)
10.2	Form of Registration Rights Agreement, dated April 20, 2026 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed April 21, 2026)
10.3	Form of Lock-up Agreement for directors, officers, and certain stockholders (incorporated by reference to Exhibit 10.3 to the Form 8-K filed April 21, 2026)
10.4	Form of Amended and Restated Note, dated April 20, 2026 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed April 21, 2026)
10.5	Form of Omnibus Signature Page to Securities Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed April 21, 2026)
10.6	Amendment to Amended and Restated Memorandum of Understanding, by and between Innovest S.p.A. and Milestone Scientific Inc., dated March 31, 2026.
31.1	Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	Inline<br> XBRL Instance Document*
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document*
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document*
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed<br> herewith.
---	---
**	Furnished<br> herewith and not filed, in accordance with item 601(32) (ii) of Regulation S-K.

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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 thereunto duly authorized.

	MILESTONE SCIENTIFIC INC.
	/s/ Eric Hines
	Eric<br> Hines
	Chief Executive Officer
	(Principal Executive Officer)
	/s/ Keisha Harcum
	Keisha Harcum
	Vice President of Finance and Acting Chief Accounting Officer (Principal Financial and Accounting Officer)
Date:<br> May 13, 2026

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Exhibit31.1

Rule13a-14(a)/15d-14(a) Certification

I, Eric Hines as Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Milestone Scientific Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under the supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under the supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report the conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 13, 2026

/s/ Eric Hines
Eric<br> Hines
Chief Executive Officer
(Principal Executive Officer)

Exhibit31.2

Rule13a-14(a)/15d-14(a) Certification

I, Keisha Harcum, Vice President of Finance and Acting Chief Accounting Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Milestone Scientific Inc.

(b) Any fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 13, 2026

/s/ Keisha Harcum
Keisha<br> Harcum
Vice President of Finance and Acting Chief Accounting Officer
(Principal Financial and Accounting Officer)

Exhibit32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Milestone Scientific Inc. (the “Company”) to which this certification is attached and as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date May 13, 2026

/s/ Eric Hines
Eric<br> Hines
Chief Executive Officer
(Principal Executive<br> Officer)
/s/ Keisha Harcum
Keisha Harcum
Vice President of Finance and Acting Chief Accounting Officer
(Principal Financial and Accounting Officer)