8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): January 15, 2026

MilestoneScientific Inc.

(Exact name of registrant as specified in its charter)

Registrant’s

telephone number, including area code (973) 535-2717

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 1.01 — Entry into a Material Agreement

On January 15, 2026, Milestone Scientific Inc. (“the Company”) entered into an Amended and Restated Memorandum of Understanding (the “MOU”) with Innovest S.p.A., as the holder of certain consent/blockage rights with respect to BP4 S.r.l., a society’ a responsibility’ limitation in liquidation (“BP4”). According to BP4, it was then the owner of 11.31% of the outstanding shares of common stock of the Company. BP4 agreed, among other things, subject to certain conditions, including approval by its shareholders, not to sell or transfer any of its shares of the Company for a period of twelve months (the “Lock-Up” and such a period, the “Lock-Up Period”) following consummation of a $2.5 million offering by the Company. The BP4 Lock-Up, in addition to customary underwriter exceptions, permits transfers of Lock-Up securities prior to the 12-month Lock-Up Period terminating, as follows:

● If the Company’s stock closes above $0.50 for 10 consecutive trading days, then BP4 may distribute to its shareholders up to 33.33% of the Lock-Up securities; and

● If the Company’s stock closes above $0.70 for 10 consecutive trading days, then BP4 may distribute to its shareholders up to an additional 33.3% of the Lock-Up securities (or up to 66.66% of the Lock-Up securities on a cumulative basis); and

● If the Company’s stock closes above $0.90 for 10 consecutive trading days, then BP4 may distribute to its shareholders up to an additional 33.3% of the Lock-Up securities (or up to 100% of the Lock-Up securities on a cumulative basis).

The MOU was approved by BP4’s shareholders at on January 15, 2026.

A copy of the MOU is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.