Form 8-K

8-K — MILESTONE SCIENTIFIC INC.

Accession: 0001493152-26-035574

Filed: 2026-07-31

Period: 2026-07-27

CIK: 0000855683

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

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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

Date

of Report (Date of earliest event reported): July 27, 2026

Milestone

Scientific Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-14053

13-3545623

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

425

Eagle Rock Avenue, Suite 403

Roseland,

07068

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

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

N/A

(Former

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

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

on exchange on which registered

Common

Stock

MLSS

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Ms.

Kelly Ulto and Mr. Greg Shilling were elected by the Board of Directors (the “Board”) of Milestone Scientific Inc. (the “Company”)

as directors and to the committees and in the positions indicated below at the meeting of the Board held on June 20, 2026, for terms

ending at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), the end of the term of a vacancy

filled. Such election occurred after the Company’s proxy for its 2026 Annual Meeting had been mailed, and such persons were therefore

not elected by the stockholders at the 2026 Annual Meeting. To continue such persons as directors of the Company and as chairs and members

of the committees on which they had previously served, on July 29, 2026, the Board:

●

Re-elected

each of Kelly Ulto and Greg Shilling to serve as a director of the Company, effective July

27, 2026, until the Company’s 2027 annual meeting of stockholders (the “2027

Annual Meeting”) or until their respective successor is duly elected and qualified,

or such director’s earlier resignation or removal;

●

Reaffirmed

its determination that each of Ms. Ulto and Mr. Shilling is independent under the applicable

NYSE American listing standards;

●

Reaffirmed

its determination that Ms. Ulto qualifies as an “audit committee financial expert,”

as defined in Item 407(d)(5) of Regulation S-K as well as Rule 10A-3 under the Securities

Exchange Act of 1934, as applicable;

●

Appointed

Ms. Ulto as Chair of the Audit Committee and as a member of the Compensation Committee and

the Nominating and Corporate Governance Committee; and

●

Appointed

Mr. Shilling as Chair of the Compensation Committee and as a member of the Audit Committee

and the Nominating and Corporate Governance Committee.

Item 5.07 Submission of Matters to a Vote of Security Holders

The

2026 Annual Meeting was held on July 27, 2026. At the 2026 Annual Meeting, the Company’s stockholders:

●

Elected

the following five incumbent directors, to serve until the 2027 Annual Meeting or until their

respective successors have been duly elected and qualified: Benedetta Casamento, Neal Goldman,

Eric Hines, Dr. Didier Demesmin and Dr. Dawood Sayed;

●

Approved

an amendment to the Company’s Restated Certificate of Incorporation increasing the

number of authorized shares of common stock from 125,000,000 to 135,000,000;

●

Approved

an amendment to the Company’s Amended and Restated 2020 Equity Incentive Plan to increase

the number of shares available for issuance thereunder from 11,500,000 to 28,750,000;

●

Approved,

on a non-binding advisory basis, the compensation of the Company’s named executive

officers;

●

Ratified

the appointment of Grassi & Co. Certified Public Accountants, PC as the Company’s

independent auditors for the fiscal year ending December 31, 2026; and

●

Approved

the proposal to transact such other business as may properly come before the meeting.

other matters were voted upon. The total number of shares outstanding at the record date for the 2026 Annual Meeting was 88,449,412 shares

of common stock, of which 44,335,594 shares of the Company’s common stock were represented in person or by proxy constituting a

quorum. The total number of shares voted at the 2026 Annual Meeting was 44,335,594 shares of common stock, representing 50.12% of the

issued and outstanding shares of common stock.

The

number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each proposal is set

forth below.

PROPOSAL

NO.1: ELECTION OF DIRECTORS

***

FOR

VOTED FOR

WITHHELD

VOTED WITHHELD

BROKER

NON-VOTE

BENEDETTA

I. CASAMENTO

22,569,922

96.68%

776,169

3.32%

20,989,503

NEAL

GOLDMAN

21,522,632

92.19%

1,823,459

7.81%

20,989,503

ERIC

HINES

22,837,104

97.82%

508,987

2.18%

20,989,503

DR.

DIDIER DEMESMIN

22,583,021

96.73%

763,070

3.27%

20,989,503

DR.

DAWOOD SAYED

22,833,901

97.81%

512,190

2.19%

20,989,503

PROPOSAL

NO.2: VOTE TO APPROVE AN AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE OF NUMBER OF AUTHORIZED SHARES OF COMMON

STOCK FROM 125,000,000 TO 135,000,000

***

FOR

AGAINST

ABS/WHD

BROKER

NON-VOTES

BENEFICIAL

19,361,252

795,274

8,908

20,989,503

REGISTERED

3,180,274

333

TOTAL

SHARES VOTED

22,541,526

795,607

8,958

OF VOTED

96.59%

3.40%

PROPOSAL

NO.3: VOTE TO AMEND THE AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE

ISSUED THEREUNDER FROM 11,500,000 TO 28,750,000

***

FOR

AGAINST

ABS/WHD

BROKER

NON-VOTES

BENEFICIAL

15,536,087

4,439,737

189,610

20,989,503

REGISTERED

3,180,274

333

TOTAL

SHARES VOTED

18,716,361

4,440,070

189,660

OF VOTED

80.82%

19.17%

PROPOSAL

NO.4: “SAY-ON-PAY”; APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

***

FOR

AGAINST

ABS/WHD

BROKER

NON-VOTES

BENEFICIAL

16,030,323

3,626,932

508,179

20,989,503

REGISTERED

3,050,808

129,799

TOTAL

SHARES VOTED

19,081,131

3,756,731

508,229

OF VOTED

83.55%

16.44%

PROPOSAL

NO.5: RATIFICATION OF INDEPENDENT AUDITORS

***

FOR

AGAINST

ABS/WHD

BROKER

NON-VOTES

BENEFICIAL

38,222,535

979,118

1,953,284

REGISTERED

3,180,607

TOTAL

SHARES VOTED

41,403,142

979,118

1,953,334

OF VOTED

97.68%

2.31%

PROPOSAL

NO.6: TRANSACT OTHER BUSINESS THAT PROPERLY COMES BEFORE THE MEETING (NO OTHER BUSINESS CAME BEFORE THE MEETING)

***

FOR

AGAINST

ABS/WHD

BROKER

NON-VOTES

BENEFICIAL

16,140,658

3,602,314

422,462

20,989,503

REGISTERED

3,180,274

333

TOTAL

SHARES VOTED

19,320,932

3,602,647

422,512

OF VOTED

84.28%

15.71%

SIGNATURES

Pursuant

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

the undersigned, hereunto duly authorized.

MILESTONE SCIENTIFIC

INC.

Dated:

July 31, 2026

By:

/s/

Eric Hines

Eric

Hines

Chief

Executive Officer

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