MILESTONE SCIENTIFIC INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company’s Chief Executive Officer and Vice President of Finance evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2025. 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 (the “Exchange Act”), refers to controls and other procedures designed to ensure that information required to be disclosed by the Company in reports filed or submitted 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 the Company is accumulated and communicated to management, including the Chief Executive Officer and Vice President of Finance, 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 their objectives. Based on this evaluation, the Chief Executive Officer and Vice President of Finance concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective at the reasonable assurance level. Management ’ s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria outlined in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective. Changes in Internal Control over Financial Reporting The Company routinely reviews its internal control over financial reporting and may make changes from time to time intended to enhance its effectiveness. During the year ended December 31, 2025, there were no changes in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that materially affected, or are reasonably likely to affect materially, the Company’s internal control over financial reporting. Item 9B. Other Information None . Item 9C. Disclosure regarding Foreign Jurisdiction that Prevents Inspections. Not applicable 34 PART III Item 10. Directors, Executive Officers, and Corporate Governance NAME AGE POSITION DIRECTOR SINCE Benedetta Casamento (1) (2) (3) 59 Chairman of the Board 2022 Neal Goldman (1) (2) (3) 82 Vice Chairman of the Board 2019 Eric Hines 58 Chief Executive Officer and Director 2025 Dr. Didier Demesmin 57 Director 2023 Shanth Thiyagalingam (1) (2) 45 Director 2025 Dr. Dawood Sayed 47 Director 2025 1. Member of the Audit Committee 2. Member of the Compensation Committee 3. Member of the Nominating and Corporate Governance Committee Benedetta I. Casamento, Chairman of the Board Benedetta Casamento has been a director of Milestone Scientific since 2022 and has served as Chairman of the Board since December 2025. Since August 2017, Ms. Casamento has served as a Consultant and a board member specializing in strategy, finance, and operations. Ms. Casamento previously served as Chairman and President of Allyke, Inc., an artificial intelligence company creating digital imagery insights for retail and other industries, from June 2016 to August 2017. From December 2014 to April 2016, she served as Chief Executive Officer of Calypso St. Barth, a luxury boutique retailer of women’s apparel and accessories. Before her role as CEO at Calypso St. Barth, Ms. Casamento served as a consultant to private equity firms with portfolio interests in retail and fashion from July 2012 to December 2014. Ms. Casamento previously served as Executive Vice President, Finance & Operations of The Talbots, Inc. (“Talbots”), a specialty retailer and direct marketer of women’s apparel, accessories, and shoes, from March 2009 to July 2012. Before joining Talbots, Ms. Casamento served in various leadership roles within Liz Claiborne Inc. from February 1999 to November 2008, culminating in her position as President of Liz Claiborne Brands. Ms. Casamento started her career at Saks Fifth Avenue. Our Board has determined that Ms. Casamento’s extensive business experience, as well as her background in accounting and finance, qualify her to serve on the Board. Eric Hines, President, Chief Executive Officer, and Director Mr. Hines has been President, Chief Executive Officer, and a director of Milestone Scientific since July 31, 2025. He most recently served as President of North America at Ex Libris Group (September 2014 - June 2021), a global provider of cloud-based solutions for higher education and libraries. From June 2021 to July 2025, Mr. Hines was involved in providing consulting services for Alethea, a technology start-up company, and also invested in commercial and personal real estate ventures. Before his role at Ex Libris Group, Mr. Hines held various roles at NICE Systems (October 2004-June 2014), a multinational company that designs and manufactures smart home security and automation products. Mr. Hines served as Senior Director of Sales at NICE Systems from October 2004 to November 2005. Subsequently, he served as Vice President of several North American divisions of NICE Systems from November 2005 through June 2014. Prior thereto, Mr. Hines served as Regional Director of Sales at AMDOCS Clarify CRM (October 2003- October 2004), a provider of customer relationship management (CRM) solutions to the communications industry. Mr. Hines received a Bachelor of Science in Chemistry from Wake Forest University in 1989 and an MBA in International Business from Xavier University in 1996. 35 Neal Goldman, Director Neal Goldman has served as a director of Milestone Scientific since 2019 and served as Chairman of the Board from 2023 until December 2025. Mr. Goldman has been the President and Founder of Goldman Capital Management, Inc., a family office, since 2018. Goldman Capital Management was previously an investment advisory firm founded in 1985. Earlier in his career, Mr. Goldman served as First Vice President of Research at Shearson Lehman Hutton. He has also held senior positions as a money manager and research analyst with several firms, including Neuberger Berman, Moseley Hallgarten Estabrook & Weeden, Bruns Nordeman, and Russ and Company. Mr. Goldman served as Chairman of Charles & Colvard, Ltd. from 2016 until October 2025. He also previously served on the board of ImageWare Systems, Inc. until November 2020 and currently serves on the board of Koil Energy Solutions, Inc. (formerly Deep Down, Inc.). Prior to their respective acquisitions, he served on the boards of Blyth, Inc. and iPass Corporation. Mr. Goldman received a B.A. in Economics from The City University of New York (City College). We believe Mr. Goldman’s extensive experience in investment management and financial analysis qualifies him to serve on our Board of Directors. Dr. Didier Demesmin, Director Dr. Demesmin is currently the Chief Executive Officer and Medical Director of University Pain and Spine Center, a position he has held since 2007. Since March 2006, Dr. Demesmin has held the position of Director of the Pain Management Department at St. Peter’s University Hospital. He is also a physician in the Departments of Pain Medicine at JFK Medical Center (since March 2007), Robert Wood Johnson University Hospital (since January 2008), Somerset Medical Center (since February 2009), Hudson Regional Hospital (since December 2010), and Saint Barnabas Hospital (since November 2013). Dr. Demesmin is also a Clinical Instructor in the Department of Medicine at Rutgers Robert Wood Johnson Medical School (since August 2006), a Clinical Assistant Professor in the Department of Physical Medicine and Rehabilitation at Rutgers Robert Wood Johnson Medical School (since July 2013), the Medical Director in the Physical Medicine and Rehabilitation and Sports Medicine Institute at St. Peter’s University Hospital (since (December 2013), and an Assistant Fellowship Program Director in the Multidisciplinary Interventional Pain Medicine Fellowship at JFK Johnson Rehabilitation Institute (since November 2013). Dr. Demesmin has been a member of the Board of Trustees of the New Jersey Society of Interventional Pain Physicians, since September 2010, and the Middlesex County Medical Society of New Jersey, since January 2010, where he held the positions of President Elect, from June 2011 to June 2012, and President, from June 2012 to June 2014. He also currently serves on the Board of Directors for the Latin American Pain Society (LAPS) and the World Institute of Regenerative Medicine (WIRM). Dr. Demesmin received a BA in Psychology from Rutgers University in 1994, a Medical Degree from the University of Medicine and Dentistry of New Jersey in 2000, and an MBA from the Kellogg School of Management of Northwestern University in 2018. Mr. Demesmin’ s medical healthcare background in the field of interventional pain management and business background has given him the expertise needed to serve as one of our directors. Shanth Thiyagalingam Director Mr. Thiyagalingam currently serves as Chief Executive Officer of PainTEQ, a disruptive technology serving patients suffering from sacroiliac joint dysfunction and supporting the interventional pain market. From 2020 through 2025, he held successive leadership roles at the company—from Chief Commercial Officer to Chief Operating Officer, and ultimately as CEO. During his tenure, he led the company’s transformation from early-stage startup to hyper-growth innovator in the interventional pain space. He also led M&A initiatives and was instrumental in securing a Category 1 CPT code for the LinQ procedure—a new therapy in the interventional pain market. Under his leadership, PainTEQ was recognized three years in a row by the INC 5000 and named a “Best Place to Work” by the Tampa Bay Business Journal. Prior to this he worked in senior leadership roles across reputable companies such as Abbott, Nevro and Stryker. He holds a Bachelor of Medical Science from the University of Sydney, a master’s in marketing management, and an MBA from Macquarie Graduate School of Management (MGSM). He is also a certified Gallup Strengths Coach and is passionate about fostering high-performance cultures and mentoring emerging leaders in the medtech industry. Dawood Sayed, M.D., Director Dr. Sayed is a Professor of Anesthesiology and Pain Medicine at the University of Kansas Medical Center and currently serves as Division Chief of Pain Medicine, Director of Interventional Spine Services, and Director of the Center for Neuromodulation. With a robust clinical, academic, and policy background, he brings over a decade of leadership in pioneering minimally invasive pain therapies, neuromodulation, and health system innovation. Dr. Sayed also serves as Vice Chairman and Co-Founder of the American Society of Pain and Neuroscience (ASPN), where he works closely with key stakeholders, including commercial payers, regulators, and medical device manufacturers, to advance access to innovative pain relief technologies. His leadership has earned him multiple honors, including the 2025 Presidential Award from the North American Neuromodulation Society (NANS). Dr. Sayed has authored over 100 peer-reviewed publications, contributed to national guidelines in pain medicine, and currently leads multiple clinical trials evaluating neuromodulation and spinal therapies. He also serves as a medical advisor to several leading medtech innovators and participates on national AMA CPT® and NANS advocacy committees. 36 Board Leadership Structure The Board of Directors believes that the separation of the roles of Chairman of the Board and Chief Executive Officer provides for effective corporate governance and appropriate checks and balances with respect to the Company’s leadership and oversight. Under this structure, the Chief Executive Officer is responsible for developing and implementing the Company’s business strategies and overseeing the Company’s day-to-day operations. At the same time, the Chairman of the Board leads the Board in its oversight, governance, and advisory functions. The Board believes that separating these roles allows each individual to focus on their respective responsibilities and devote the appropriate time and attention required to perform those duties effectively. The Board further believes that this leadership structure promotes clear accountability, enhances management oversight, and supports effective decision-making. For these reasons, the Board has determined that its current leadership structure is appropriate and in the best interests of the Company and its stockholders. The Board ’ s Oversight of Risk Management The Board of Directors recognizes that the Company faces a variety of risks, including, among others, risks related to operations in China, liquidity and access to capital, market acceptance of medical products, regulatory matters, and general operational risks. The Board believes that an effective risk management framework is designed to: ● Identify and assess material risks in a timely manner ● Communicate material risk information to senior management and, as appropriate, to the Board and its committees ● Develop and implement appropriate risk mitigation strategies ● Integrate risk considerations into the Company’s strategic planning and decision-making processes The Board oversees the Company’s overall risk management processes, while management is responsible for the day-to-day management of risk. The Chief Executive Officer, together with senior management, identifies, evaluates, and manages the Company’s risk exposures and implements risk management strategies approved by the Board. The Board receives regular reports from management regarding the Company’s risk profile and engages in periodic discussions concerning significant risk exposures and mitigation efforts. The Board believes this structure promotes a culture of risk awareness and supports the Company’s long-term strategic objectives and the interests of its stockholders. Committees of the Board The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee operates under a written charter approved by the Board. ● Audit Committee – Oversees risks related to financial reporting, internal controls, compliance, liquidity, and cybersecurity. ● Compensation Committee – Oversees risks associated with compensation policies and practices, including whether such programs encourage excessive risk-taking. ● Nominating and Corporate Governance Committee – Oversees risks related to corporate governance practices, Board composition, and director independence. The Board believes that its committee structure enhances its ability to effectively oversee the Company’s risk management processes in accordance with NYSE American corporate governance standards. 37 Audit Committee The Audit Committee meets regularly with management and the Company’s independent registered public accounting firm to review and discuss matters related to the Company’s financial reporting, internal control over financial reporting, and audit process. The primary purpose of the Audit Committee is to assist the Board of Directors in its oversight of: ● The integrity of the Company’s financial statements ● The Company’s compliance with legal and regulatory requirements ● The qualifications, independence, and performance of the Company’s independent registered public accounting firm ● The preparation and filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation, and oversight of the Company’s independent registered public accounting firm. The Committee also pre-approves all audit and permitted non-audit services provided by the independent auditors. The Audit Committee is currently comprised of Benedetta Casamento (Chair), Neal Goldman, and Shanth Thiyagalingam. The Board has determined that each member of the Audit Committee is independent under the listing standards of NYSE American and satisfies the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. A copy of the Audit Committee Charter is available on the Company’s website at www.milestonescientific.com . Audit Committee Financial Expert The Board of Directors has determined that Benedetta Casamento is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. In addition, the Board has determined that Ms. Casamento is independent within the meaning of the listing standards of NYSE American and the applicable rules of the Securities and Exchange Commission, including Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. Compensation Committee The Compensation Committee reviews and recommends to the Board of Directors the compensation and benefits of the Company’s executive officers. The Committee also reviews general policies relating to employee compensation and benefits and administers the Company’s equity compensation plans, including the grant of stock options and other equity awards to officers, employees, directors, and consultants. In addition, the Compensation Committee reviews and makes recommendations to the Board regarding compensation for non-employee directors. The Compensation Committee may not delegate its authority to any other person, except to a subcommittee established in accordance with applicable law and the Committee’s charter. The Compensation Committee is currently comprised of Neal Goldman (Chair), Benedetta Casamento, and Shanth Thiyagalingam A copy of the Compensation Committee Charter is available on the Company’s website at www.milestonescientific.com. For additional discussion of executive compensation objectives, see Item 11, “Executive Compensation.” Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee identifies, evaluates, and recommends individuals qualified to serve as directors of the Company and assesses the suitability of incumbent directors for continued service on the Board. 38 The Committee is currently comprised of Benedetta Casamento (Chair) and Neal Goldman. A copy of the Nominating and Corporate Governance Committee Charter is available on the Company’s website at www.milestonescientific.com . In evaluating director candidates, the Committee considers a variety of factors, including integrity, professional experience, judgment, independence, understanding of the Company’s business and industry environment, and the ability to make meaningful contributions to the Board’s oversight responsibilities. The Committee also evaluates whether a candidate’s skills, expertise, and experience complement the existing composition of the Board and its committees and satisfy applicable independence and regulatory requirements. The Committee considers director candidates recommended by stockholders. Stockholders wishing to recommend a candidate for consideration must submit a written recommendation that includes: ● The stockholder’s name and evidence of stock ownership, including the number of shares held and the duration of ownership ● The candidate’s name and a résumé or summary of qualifications ● The candidate’s written consent to be named as a nominee and to serve as a director if elected The Committee may also consider candidates suggested by current directors, executive officers, or other sources and may retain third-party search firms to assist in identifying qualified candidates. The evaluation process does not vary based on the source of the nomination. Director Independence The Board of Directors has determined that Neal Goldman, Benedetta Casamento, Shanth Thiyagalingam, and Dawood Sayed, M.D. (collectively, the “Independent Directors”) are independent within the meaning of Section 803A of the NYSE American Company Guide. In making its independence determinations, the Board considered all relevant facts and circumstances, including any equity compensation awards granted to the Independent Directors during the year ended December 31, 2025, as disclosed under “Director Compensation” below. The Board determined that such awards were granted as compensation for services rendered in their capacity as directors and do not constitute a material relationship with the Company that would impair their independence under the NYSE American listing standards. Stockholder Communication with the Board The Board of Directors has established a process for stockholders and other interested parties to communicate with the Board. Stockholders and other interested parties may communicate with any member of the Board, the non-management directors as a group, any Board committee, or the chair of any such committee by directing correspondence to the intended recipient by name or title. All correspondence should be sent “c/o Corporate Secretary” at: 425 Eagle Rock Avenue, Suite 403, Roseland, New Jersey 07068. The Company’s Corporate Secretary will review all communications for the sole purpose of determining whether the correspondence is appropriate for delivery to the directors. Communications that are unrelated to the duties and responsibilities of the Board, including advertisements, solicitations, or patently offensive material, will not be forwarded. All appropriate communications will be promptly forwarded to the intended director or directors. In the case of communications addressed to the Board or to a committee or group of directors, the Corporate Secretary will distribute copies to each applicable member. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and executive officers, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership of such securities with the Securities and Exchange Commission (the “SEC”). Such directors, executive officers, and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of such reports furnished to the Company and written representations from certain reporting persons that no Form 5 reports were required, the Company believes that all filing requirements applicable to its directors and executive officers under Section 16(a) were timely satisfied during the fiscal year ended December 31, 2025. 39 Insider Trading Arrangements and Policies The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, and employees. The Company believes this policy is reasonably designed to promote compliance with applicable insider trading laws, rules, regulations, and exchange listing standards. The policy prohibits trading in the Company’s securities while in possession of material nonpublic information and prohibits the disclosure of such information to others who may trade on the basis of that information. The Company has established regular blackout periods in connection with the preparation and filing of its periodic reports. The Company may also impose special blackout periods from time to time when material nonpublic developments or events are pending. Covered persons may trade in the Company’s securities only when no blackout period is in effect, they are not in possession of material non-public information and the transaction has been pre-cleared by the Company’s designated compliance officer, or pursuant to a Rule 10b5-1 trading plan adopted in compliance with applicable SEC rules. During the last fiscal quarter of the fiscal year covered by this report, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement. Code of Ethics The Company has adopted a Code of Ethics, as defined in Item 406 of Regulation S-K, that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as well as its directors. The Code of Ethics is publicly available on the Company’s website at www.milestonescientific.com . The Company will provide a copy of the Code of Ethics, without charge, upon a written request to: Benedetta Casamento, Chairman of the Board, Milestone Scientific Inc, 425 Eagle Rock Avenue, Roseland, New Jersey 07068. The Company intends to disclose any amendments to, or waivers (including any implicit waiver), from a provision of the Code of Ethics granted to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on its website or in a Current Report on Form 8-K, as required by applicable SEC rules. 40 Clawback Policy The Board of Directors has adopted a written compensation recovery policy (the “Clawback Policy”) in accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the applicable listing standards of NYSE American. The Clawback Policy provides for the recovery of certain incentive-based compensation that was erroneously awarded, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The policy applies to current and former executive officers who received incentive-based compensation during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. Recovery is required to the extent that the incentive-based compensation received exceeds the amount that would have been received had it been determined based on the restated financial results. Recovery under the Clawback Policy is required regardless of whether the executive officer engaged in misconduct or was responsible for the error that resulted in the restatement and applies to restatements resulting from both misconduct and inadvertent errors. Item 11. Executive Compensation SUMMARY COMPENSATION TABLE The following Summary Compensation Table sets forth information concerning all compensation earned by Milestone Scientific’s (i) principal executive officer during the last completed fiscal year, (ii) principal financial officer during the last completed fiscal year, and (ii) the three most highly compensated executive officers other than the principal executive officer and principal financial officer who were serving as executive officers at the end of the fiscal year ended December 31, 2025. The following table provides information regarding unexercised stock options held by the Named Executive Officers as of December 31, 2025 and 2024. Name Position Year Salary ($) Bonus ($) Option Awards ($) All Other Compensation ($) Total ($) Eric Hines (1) CEO 2025 $ 77,019 $ 718,000 $ - $ 795,019 Jan Adriaan (Arjan) Haverhals (2) CEO 2024 $ 350,000 $ 478,000 $ - $ 53,422 $ 881,422 Jason Papes (3) Senior VP of Global Sales and Marketing 2025 $ 77,596 $ - $ 646,200 $ - $ 723,796 Keisha M. Harcum (4) Vice President of Finance 2024 $ 203,845 $ 25,000 $ - $ - $ 228,845 Keisha M. Harcum (4) Vice President of Finance 2025 $ 220,028 $ 50,000 $ - $ - $ 270,028 1. Mr. Hines was appointed Chief Executive Officer and a member of the Board of Directors effective August 1, 2025. Pursuant to his employment agreement, Mr. Hines was granted an option to purchase 2,000,000 shares of the Company’s common stock on August 1, 2025, at an exercise price of $0.50 per share. The option expires on August 1, 2035 and vests in equal annual installments, subject to continued service. The grant date fair value of this option award, computed in accordance with ASC 718, is reflected in the “Option Awards” column of the Summary Compensation Table for 2025. 2. During 2024, Mr. Haverhals was awarded a discretionary performance bonus of $478,000 for the year ended December 31, 2024. “All Other Compensation” for 2024 includes approximately $39,000 in Company-paid health insurance premiums and approximately $14,000 for a car allowance. Mr. Haverhals resigned as Chief Executive Officer effective December 31, 2024. 3. Mr. Papes was hired as Senior Vice President of Global Sales and Marketing effective August 6, 2025. Pursuant to his employment agreement, he was granted an option to purchase 2,000,000 shares of the Company’s common stock on August 6, 2025, at an exercise price of $0.45 per share. The option expires on August 6, 2035 and vests in equal annual installments, subject to continued service. The grant date fair value of this option award, computed in accordance with ASC 718, is reflected in the “Option Awards” column of the Summary Compensation Table for 2025. 4. During 2025 and 2024, Ms. Harcum was awarded performance bonuses of $50,000 and $25,000 respectively. 41 Pay versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Company provides the following information regarding the relationship between executive compensation actually paid (“CAP”) and certain financial performance measures of the Company for the two most recently completed fiscal years. For additional information regarding the Company’s compensation philosophy and alignment of executive compensation with performance, see “Compensation Philosophy and Objectives” and “Compensation Elements.” Year SCT Total PEO ($) CAP PEO ($) Avg. SCT Total Non-PEO ($) Avg. CAP Non-PEO ($) TSR ($100 Base) Net Loss ($) (a) (b) (c) (d) (e) 2025 $ 795,019 $ 77,019 $ 496,912 $ 591,122 $ 28.72 $ (5,722,216 ) 2024 $ 881,422 $ 881,422 $ 228,846 $ 228,846 $ 137.14 $ (4,713,597 ) 2025 2024 Calculation of Compensation Actually Paid to PEO (Column (b)) Total Summary Compensation Table (SCT) $ 795,019 $ 881,422 Less: Grant Date Fair Value of Option Awards $ (718,000 ) $ - Add: Fair Value of Unvested Option Awards as of 12/31/2025 $ 925,800 $ - Compensation Actually Paid $ 1,002,819 $ 881,422 (a) The amounts reported in this column represent the total compensation reported for the Company’s principal executive officer (“PEO”) in the “Total” column of the Summary Compensation Table for each applicable fiscal year. (b) The amounts reported in this column represent compensation actually paid (“CAP”) to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. CAP does not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with SEC rules, the calculation of CAP begins with the total compensation reported in the Summary Compensation Table and includes adjustments for equity awards as described below. For the fiscal year 2025, CAP reflects the following adjustments: ● Subtraction of the aggregate grant date fair value of stock option awards granted during 2025, as reported in the Summary Compensation Table; and ● Addition of the fair value of unvested stock option awards outstanding as of December 31, 2025. The fair value of unvested stock option awards as of December 31, 2025 was determined using the Black-Scholes option pricing model with the following assumptions: ● Stock price: $0.27 ● Volatility: 86.95% ● Risk-free interest rate: 3.63% ● Expected term: 10 years ● Dividend yield: 0% For fiscal years 2024, no equity awards were granted or outstanding that required adjustment under Item 402(v), and therefore, CAP equals the total compensation reported in the Summary Compensation Table for those years. Because the Company’s stock price declined during fiscal year 2025, the year-end fair value of outstanding stock option awards was lower than their grant date fair value, resulting in CAP being lower than total compensation reported in the Summary Compensation Table 42 (c) The amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO Named Executive Officers (“Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table for each applicable year. There were no Non-PEO NEOs during fiscal year 2024. (d) The amounts reported in this column represent the average compensation actually paid (“CAP”) to the Company’s Non-PEO NEOs as computed in accordance with Item 402(v) of Regulation S-K. For fiscal year 2025, CAP for each Non-PEO NEO reflects the same equity award adjustments described in footnote (b), as applicable. For fiscal year 2024, no adjustments were required. (e) Total Shareholder Return (“TSR”) represents the cumulative value of an initial $100 investment in the Company’s common stock beginning of the period. Employment and Consulting Contracts Leonard Osser Succession Agreement and Related Compensation Arrangements 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 provide broader executive support beyond the Company’s Chinese operations and, upon stepping down as Interim Chief Executive Officer, 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 was reduced by $100,000 to $200,000, with the reduction split equally between cash compensation and equity compensation. ● Compensation under his July 2017 Consulting Agreement was increased by $100,000 to $200,000, also split equally between cash and equity compensation. The equity component shifted from the Employment Agreement to the Consulting Agreement. Compensation under the Employment Agreement and Consulting Agreement is payable for 9.5 years from May 19, 2021. For each of the years ended December 31, 2025 and 2024, the Company recorded: ● $200,000 of expenses related to the Employment Agreement; and ● $200,000 of expenses related to the 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. 43 Vice Chairman Appointment and Option Grant Upon stepping down as Interim Chief Executive Officer on May 19, 2021, Mr. Osser assumed the role of Vice Chairman of the Board. In connection with his acceptance of the Vice Chairman position and his agreement to provide additional consulting services, Mr. Osser was granted options to purchase 2,000,000 shares of the Company’s common stock at an exercise price equal to the fair market value on the date of grant. The options vest over the five-year period following his resignation as Interim Chief Executive Officer ten years from the date of grant, whichever period ends first. On November 7, 2025, Mr. Osser resigned as a director of the Company. Beneficial Ownership Mr. Osser beneficially owns 2,844,028 shares of the Company’s common stock. In addition, 3,221,786 shares are issuable to him upon termination of his employment agreement, subject to the terms thereof. Jan Adriaan (Arjan) Haverhals The Company entered into a consulting agreement with Jan Adriaan (Arjan) Haverhals (the “Consulting Agreement”), effective January 1, 2025. The Consulting Agreement continues for an indefinite term unless terminated in accordance with its terms. Either party may terminate the Consulting Agreement upon 90 days’ prior written notice. The Company may terminate the Consulting Agreement upon 30 days’ prior written notice in the event of Mr. Haverhals’ inability to provide services. Under the 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 $350,000 for the year ended December 31, 2025 related to the Consulting Agreement. Mr. Haverhals is entitled to reimbursement of reasonable expenses incurred in providing services. He serves as an independent contractor and is not eligible for Company-provided health or accident insurance, life insurance, paid sick leave, or paid vacation benefits. In connection with the Consulting Agreement, Mr. Haverhals entered into the Company’s standard form of non-disclosure, non-solicitation, non-competition, and invention assignment agreement. As of December 31, 2025, the Company owed Mr. Haverhals approximately $89,000 under the Consulting Agreement, which is included in accounts payable — related party in the Company’s consolidated balance sheets. Subsequent to December 31, 2025, Mr. Haverhals agreed to waive $66,000 of amounts payable to him, which had been included in accounts payable — related party. Pursuant to the 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 Consulting Agreement. As of December 31, 2025, such shares had not been issued. Mr. Haverhals did not stand for re-election as a director at 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. April 2025 Financing 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. 44 Objective of Executive Compensation Program The primary objectives of the Company’s executive compensation program are to attract, retain and motivate qualified and energetic executive officers who are committed to advancing Milestone Scientific’s mission and long-term strategic goals. The program is also designed to reward individual performance, encourage teamwork, and align management’s interests with those of stockholders by promoting an ownership-oriented culture. The Compensation Committee of the Board of Directors is responsible for reviewing and approving, or where appropriate recommending to the full Board for approval, the annual compensation of the Company’s Named Executive Officers (“NEOs”). The Company’s compensation program seeks to balance: ● Competitive base compensation sufficient to attract and retain strong leadership; ● Performance-based incentives that reward individual and Company performance; and ● Equity-based compensation designed to align executive interests with stockholders and promote long-term value creation. In evaluating executive performance and determining compensation levels, the Compensation Committee considers a range of qualitative and quantitative factors, including: ● Financial performance; ● Progress toward strategic objectives; ● Development of strategic business relationships; ● Leadership effectiveness and organizational development; and ● Individual contributions to Company performance. While management may provide recommendations to the Compensation Committee regarding executive compensation matters, the Compensation Committee retains full authority and does not delegate its compensation-setting responsibilities. The Company does not currently engage a compensation consultant to advise on executive or director compensation matters. Annual compensation for the Chief Executive Officer generally consists of: ● Base salary; ● Performance-based bonus (which may be payable in cash and/or equity); and ● Periodic grants of stock options under the Company’s equity incentive plan. Stock option awards are granted on a discretionary basis, rather than pursuant to a formula, taking into account individual performance, role, market conditions and long-term retention considerations. The Compensation Committee considers both current and prior compensation when determining future compensation adjustments. The Company also considers market practices among companies that compete for executive talent, recognizing that compensation elements such as base salary, bonus and equity awards are commonly used in the marketplace. The Compensation Committee has not historically based annual compensation decisions solely on short-term stock price performance, recognizing that the Company’s stock price may be influenced by external factors beyond management’s direct control. However, equity-based compensation is intended to align executive interests with long-term stockholder value. The Company does not employ a fixed formula to determine the allocation between cash and non-cash compensation. Instead, compensation decisions are made based on the Compensation Committee’s judgment, taking into account the Company’s financial condition, market conditions, competitive positioning, and retention objectives. 45 Outstanding Equity Awards on December 31, 2025 Name Number of Securities Underlying Unexercised Options (#) Exercisable (1) Number of Securities Underlying Unexercised Options (#) Unexercisable (1) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that have not vested (#) (2) Market Value of Number of Shares or Units of Stock that have not vested (#) (3) Eric Hines 200,000 1,800,000 $ 0.50 8/1/2035 - $ - Total 200,000 1,800,000 - $ - Jason Papes 200,000 1,800,000 $ 0.45 8/6/2035 - $ - Total 200,000 1,800,000 - $ - Leonard Osser 1,600,000 400,000 $ 2.47 4/23/2031 3,221,786 $ 869,882 32,175 - $ 3.11 2/9/2026 - $ - Total 1,632,175 400,000 3,221,786 $ 869,882 Grand Total 2,032,175 4,000,000 3,221,786 $ 869,882 The following table includes certain information with respect to all unexercised stock options and unvested shares of common stock of Milestone Scientific outstanding owned by the Named Executive Officers on December 31, 2025. 1. Represents stock option grants at fair market value on the date of grant. 2. Issuance of the shares of common stock has been deferred until the termination of employment with Milestone Scientific in accordance with the terms of the respective employment arrangements. 3. Based on the closing price per share of $0.27 as reported on the NYSE American on December 31, 2025 Director Compensation Fees Earned paid in cash$ Stock Awards $ Total $ Neal Goldman - 115,000 115,000 Benedetta Casamento - 115,000 115,000 Dr. Didier Demesmin - 100,000 100,000 Shanth Thiyagalingam - 66,667 66,667 Dr. Dawood Sayed - 33,333 33,333 46 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters The following table, together with the accompanying footnotes, sets forth information, as of March 15, 2026, regarding stock ownership of all persons known by Milestone Scientific to own beneficially more than 5% of Milestone Scientific’s outstanding common stock, Named Executives, all directors, and all directors and executive officers of Milestone Scientific as a group: Names of Beneficial Owner (1) Shares of Common Stock Beneficially Owned (2) Percentage Executive Officers and Directors Eric Hines (3) 325,000 0.40 % Benedetta Casamento (4) 571,157 0.71 % Neal Goldman (5) 2,492,523 3.10 % Dr. Didier Demesmin (6) 263,871 0.33 % Shanth Thiyagalingam (7) 202,020 0.25 % Dawood Sayed, M.D (8) 101,010 0.13 % All directors & executive officers as group (6 persons) 3,955,581 4.92 % 5% Ownership and Related Party BP4 S.p.A. (9) 8,896,765 11.05 % Jan Adriaan (Arjan) Haverhals (10) 260,210 0.32 % Michael McGeehan (11) 734,364 0.91 % 1. The addresses of the persons named in this table are as follows: Eric Hines, Neal Goldman, Michael McGeehan, Benedetta Casamento, Shanth Thiyagalingam, Dawood Sayed, M.D and Dr. Didier Demesmin are at 425 Eagle Rock Avenue, Roseland, New Jersey 07068. 2. A person is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days from March 15, 2025, as applicable, upon the exercise of options and warrants or conversion of convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants, and convertible securities that are held by such person (but not held by any other person) and that are exercisable or convertible within 60 days from March 15, 2026, have been exercised or converted. Except as otherwise indicated, and subject to applicable community property and similar laws, each of the persons named has sole voting and investment power with respect to the shares shown as beneficially owned. The percentages for each beneficial owner are determined based on dividing the number of shares of common stock beneficially owned by the sum of the outstanding shares of common stock on March 15, 2026, and the number of shares underlying options exercisable and convertible securities convertible within 60 days from March 15, 2025, held by the beneficial owner. 3. Includes 325,000 shares held by Mr. Hines prior to joining the Company 4. Includes 571,157 shares held by Mrs. Casamento. 5. Includes 2,492,523 shares held by Mr. Goldman. 6. Includes 263,871 shares held by Dr. Demesmin. 7. Includes 202,020 shares held by Mr. Thiyagalingam 8. Includes 101,010 shares held by Dr. Sayed 9. Includes 8,896,765 shares held by BP4 S.R.L. (“BP4”). Dr. Pedro Palau, Liquidator, with an address at Corso Venezia 44, Milan, Italy 20121, is deemed to have voting and investment power over the securities held by BP4. Based on information in the Form filed by BP4 10. Includes 260,210 shares held by Mr. Haverhals 11. Includes 734,364 shares held by Mr. McGeehan. Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plan Information (as of December 31, 2025) Equity compensation plan approved by stockholders Number of Securities to be issued upon exercise of outstanding options and warrants Weighted-average exercise price of outstanding options and warrants Number of securities remaining available for future issuance under equity compensation plan Grants under our 2021 Stock Option Plan 7,715,506 $ 1.29 1,021,220 Total 7,715,506 $ - 1,021,220 The 2020 plan, as amended and restated in 2021 and amended during 2024, provides for awards of restricted common stock and options to purchase up to a maximum of 11,500,000 shares of common stock and expires in December 2030. 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. In general, options become exercisable over three years from the grant date and expire five years after the date of grant. During the year ended December 31, 2025, 4,516,257 options and shares were issued. 47 Item 13. Certain Relationships and Related Transactions, and Director Independence United Systems Milestone Scientific has a supply agreement with United Systems, the principal supplier of the Company’s handpieces. Pursuant to the agreement, the Company purchases manufactured products from United Systems under individual purchase orders. The agreement does not require minimum purchase commitments. In June 2021, the Company entered into a ten-year supply agreement with United Systems for the manufacture and supply of handpieces. Purchases from United Systems totaled approximately $1.9 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and December 31, 2024, amounts owed to United Systems were approximately $1,100,000 and $664,000, respectively. These amounts are included in accounts payable related party in the Company’s consolidated balance sheets. Director of 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 $445,000 and $442,000 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company paid consulting fees to the Director of Clinical Affairs totaling approximately $128,000 and $156,000 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, accrued but unpaid royalties owed to the Director of Clinical Affairs were approximately $289,000 and $110,000, respectively. These amounts are included in accounts payable related party and accrued expenses related party in the Company’s consolidated balance sheets. Employment and Consulting Contracts Leonard Osser Succession Agreement and Related Compensation Arrangements 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 provide broader executive support beyond the Company’s Chinese operations and, upon stepping down as Interim Chief Executive Officer, 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 was reduced by $100,000 to $200,000, with the reduction split equally between cash compensation and equity compensation. ● Compensation under his July 2017 Consulting Agreement was increased by $100,000 to $200,000, also split equally between cash and equity compensation. The equity component shifted from the Employment Agreement to the Consulting Agreement. Compensation under the Employment Agreement and Consulting Agreement is payable for 9.5 years from May 19, 2021. For each of the years ended December 31, 2025 and 2024, the Company recorded: ● $200,000 of expenses related to the Employment Agreement; and ● $200,000 of expenses related to the 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 on May 19, 2021, Mr. Osser assumed the role of Vice Chairman of the Board. In connection with his acceptance of the Vice Chairman position and his agreement to provide additional consulting services, Mr. Osser was granted options to purchase 2,000,000 shares of the Company’s common stock at an exercise price equal to the fair market value on the date of grant. The options vest over the five-year period following his resignation as Interim Chief Executive Officer ten years from the date of grant, whichever period ends first. On November 7, 2025, Mr. Osser resigned as a director of the Company. 48 Beneficial Ownership Mr. Osser beneficially owns 2,844,028 shares of the Company’s common stock. In addition, 3,221,786 shares are issuable to him upon termination of his employment agreement, subject to the terms thereof. Dr. D. Demesmin As of February 2024, the University Pain Medicine Center (STEMMEE), of which Dr. D. Demesmin, a Company board member, is the CEO, agreed to purchase products from the Company under the same terms and conditions applying to other medical pain clinics in the United States. STEMMEE purchased medical products of $54,000 and $21,000 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 the Company was owed approximately $25,500 which regard in related party accounts receivable. Jan Adriaan (Arjan) Haverhals The Company entered into a consulting agreement with Jan Adriaan (Arjan) Haverhals (the “Consulting Agreement”), effective January 1, 2025. The Consulting Agreement continues for an indefinite term unless terminated in accordance with its terms. Either party may terminate the Consulting Agreement upon 90 days’ prior written notice. The Company may terminate the Consulting Agreement upon 30 days’ prior written notice in the event of Mr. Haverhals’ inability to provide services. Under the 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 $350,000 for the year ended December 31, 2025 related to the Consulting Agreement. Mr. Haverhals is entitled to reimbursement of reasonable expenses incurred in providing services. He serves as an independent contractor and is not eligible for Company-provided health or accident insurance, life insurance, paid sick leave, or paid vacation benefits. In connection with the Consulting Agreement, Mr. Haverhals entered into the Company’s standard form of non-disclosure, non-solicitation, non-competition, and invention assignment agreement. As of December 31, 2025, the Company owed Mr. Haverhals approximately $89,000 under the Consulting Agreement, which is included in accounts payable — related party in the Company’s consolidated balance sheets. Subsequent to December 31, 2025, Mr. Haverhals agreed to waive $66,000 of amounts payable to him, which had been included in accounts payable — related party. Pursuant to the 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 Consulting Agreement. As of December 31, 2025, 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. Accordingly, his term as a director expired at the conclusion of the Annual Meeting. 49 April 2025 Financing 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. Item 14. Principal Accountant Fees and Services Audit Fees Milestone Scientific incurred aggregate audit and financial statement review fees of approximately $228,000 from CBIZ CPAs P.C. for 2025. Milestone Scientific incurred aggregate audit and financial statement review fees of approximately $220,000 from Marcum for 2024. These fees include fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our report on Form 10-Q’s or services that are normally provided in connection with statutory and regulatory filings and fees related to registration statements. Tax Fees Milestone Scientific incurred aggregate tax fees of approximately $42,000 from CBIZ CPAs P.C. for 2025. Milestone Scientific incurred tax fees of approximately $33,000 from Marcum for 2024. Audit Related Fees Milestone Scientific did not incur audit-related fees from Marcum or CBIZ CPAs P.C. in either 2025 and 2024. All Other Fees Milestone Scientific did not incur other accounting fees from Marcum or CBIZ CPAs P.C. in either 2025 and 2024. Audit Committee Administration of the Engagement The engagements with Marcum as the Company’s principal accountants and tax compliance services were approved in advance by the Board and the Audit Committee. The Audit Committee approved no non-audit or non-audit-related services in either 2025 or 2024. Audit Committee Pre-Approval Policies and Procedures The Audit Committee charter provides that the Audit Committee will pre-approve audit services and non-audit services to be provided by the independent auditors before the accountant is engaged to render these services. The Audit Committee may consult with management in the decision-making process but may not delegate this authority to management. The Audit Committee may delegate its authority to preapprove services to one or more committee members, provided that the designers present the pre-approvals to the full committee at the next committee meeting. All audit and non-audit services performed by the independent accountants have been pre-approved by the Audit Committee to ensure that such services do not impair the auditors’ independence. 50 PART IV Item 15. Exhibits and Financial Statement Schedules a. The following documents are filed as part of this Report: 1 Financial Statements. See Index to Financial Statements on page F-1. 2 Financial Statement Schedule 3 Exhibits Certain of the following exhibits were filed as Exhibits to previous filings filed by Milestone Scientific under the Securities Act of 1933, as amended, or reports filed under the Securities and Exchange Act of 1934, as amended, and are hereby incorporated by reference. b. The following documents are filed as exhibits to this Report: Exhibit No Description 3.1 Restated Certificate of Incorporation of Milestone, as amended as of March 10 2025. * 4.1 Specimen stock certificate (1) 4.5 Description of Registrant’s Securities (2), 10.1 2011 Equity Compensation Plan (5) 10.2 Agreement with Mark Hochman, dated July 2015 (6) 10.3 Succession Agreement between Leonard Osser and Milestone Scientific Inc. + (7) 10.4 Amended and Restated 2020 Equity Incentive Plan (8) 10.5 Employment Agreement, dated and effective as of January 1, 2022, between Arjan Haverhals and Milestone Scientific Inc.+ (9) 10.6 Amended Employment agreement dated and effective July 5, 2023 between Arjan Haverhals and Milestone Scientific Inc. + (11) 10.7 Consulting Agreement, dated December 18, 2024, between Arjan Haverhals and Milestone Scientific Inc. +* (19) 14.1 Code of Ethics (12) 19.1 Insider Trading Policy(13) 21.1 List of Subsidiaries * 23.1 Consent of CBIZ CPAs P.C. * 23.2 Consent of Marcum LLP * 31.1 Rule 13a-14(a) Certification-Chief Executive Officer and Principal Financial Officer * 32.1 Section 1350 Certifications-Chief Executive Officer and Principal Financial Officer * / *** 99.1 Clawback Policy, dated 2023 (14) 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. + Indicates management contract or compensatory plan or arrangement. *** Furnished, not filed, in accordance with item 601(32) (ii) of Regulations-S-K. 1) Incorporated by reference to Amendment No1 to Milestone Scientific’s Registration Statement on Form 10-KSB for the year ended May 15, 1995. 2) Incorporated by reference to Milestone Scientific’s Form 10-K filed with the SEC on March 31, 2022, Exhibit 4.6. 3) Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on April 7, 2021, Exhibit 10.1 4) Incorporated by reference to Milestone Scientific’s Proxy Statement on Schedule 14A filed with the SEC on April 30, 2021, Appendix A 5) Filed as Appendix A to Milestone Scientific’s Proxy Statement filed with the SEC on May 2, 2011 and incorporated herein by reference. 6) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2015, Exhibit 10.11. 7) Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on April 7, 2021, Exhibit 10.1. 8) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 10.10 9) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 10.1. 10) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 19.1. 11) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 10.10. 12) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 14.1 13) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 19.1. 14) Incorporated by reference to Milestone Scientific’s Form 10-K for the year ended December 31, 2023, Exhibit 99.1. 15) Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on November 13, 2025, Exhibit 1.1. 16) Incorporated by reference to Milestone Scientific’s Proxy Statement on Schedule 14A filed with the SEC on November 14, 2025 17) Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on January 20, 2026, Exhibit 1.1. 18) Incorporated by reference to Milestone Scientific’s Form 8-K filed with the SEC on February 4, 2026, Exhibit 1.1 Amendment and Restated 19) Incorporated by reference to Milestone Scientific Form 8K filed with SEC on December 20, 2024. Exhibit 10.1. Item 16. Form 10-K Summary None 51 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Milestone Scientific Inc. By: /s/ Eric Hines   Chief Executive Officer and Principal Executive Officer /s/ Keisha Harcum Vice President of Finance and Principal Accounting Officer Date: March 31, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Date Title   /s/ Eric Hines March 31, 2026 Chief Executive Officer, Principal Executive Officer and Director Eric Hines /s/ Benedetta Casamento March 31, 2026 Chairman of the Board Benedetta Casamento /s/ Neal Goldman March 31, 2026 Director Neal Goldman /s/ Shanth Thiyagalingam March 31, 2026 Director Shanth Thiyagalingam   /s/ Dr. Didier Demesmin March 31, 2026 Director Dr. Didier Demesmin   /s/ Dr. Dawood Sayed March 31, 2026 Director Dr. Dawood Sayed   52 REPORT INDEX TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2025 and 2024 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199 ) F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) F-3 Consolidated Financial Statements: Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Changes in Stockholders’ Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 -F-24 F- 1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Milestone Scientific, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Milestone Scientific, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America . Explanatory Paragraph – Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note B, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ CBIZ CPAs P.C . We have served as the Company’s auditor since 2016 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024). Morristown, New Jersey March 31, 2026 F- 2 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Milestone Scientific Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Milestone Scientific Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America . Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum LLP We have served as the Company’s auditor from 2016 to 2025. Morristown, New Jersey April 15, 2025 F- 3 MILESTONE SCIENTIFIC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 1,112,642 $ 3,258,058 Accounts receivable, net of allowance for credit losses of $ 10,000 , respectively 680,620 475,376 Accounts receivable, related party 25,548 - Accounts receivable 25,548 - Prepaid expenses and other current assets 468,792 564,645 Inventories 3,781,837 3,713,215 Advances on contracts 1,408,395 1,275,260 Total current assets 7,477,834 9,286,554 Furniture, fixtures and equipment, net 19,193 12,921 Intangibles, net 79,063 148,404 Right of use assets finance lease 55,811 67,201 Right of use assets operating lease 150,378 257,842 Other assets 24,150 24,150 Total assets $ 7,806,429 $ 9,797,072 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,430,250 $ 1,021,393 Accounts payable, related party 1,359,698 493,313 Accounts payable 1,359,698 493,313 Accrued expenses and other payables 995,206 1,796,319 Accrued expenses, related party 188,406 304,293 Accrued expenses 188,406 304,293 Current portion of finance lease liabilities 27,347 12,530 Current portion of operating lease liabilities 130,355 116,279 Total current liabilities 4,131,262 3,744,127 Non-current portion of finance lease liabilities 27,336 54,672 Non-current portion of operating lease liabilities 35,208 165,573 Convertible notes payable, related parties 800,000 - Total liabilities $ 4,993,806 $ 3,964,372 Commitments and contingencies - - Stockholders’ equity Common stock, par value $ 0.001 ; authorized 125,000,000 shares; 80,486,449 shares issued and 80,453,116 shares outstanding as of December 31, 2025; 78,047,798 shares issued and 78,014,465 shares outstanding as of December 31, 2024; 80,487 78,048 Additional paid in capital 137,418,974 134,719,274 Accumulated deficit ( 133,775,322 ) ( 128,053,106 ) Treasury stock, at cost, 33,333 shares ( 911,516 ) ( 911,516 ) Total Milestone Scientific, Inc. stockholders’ equity 2,812,623 5,832,700 Total liabilities and stockholders’ equity $ 7,806,429 $ 9,797,072 See notes to Consolidated Financial Statements F- 4 MILESTONE SCIENTIFIC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, ` 2025 2024 Product sales, net $ 8,973,982 $ 8,629,928 Cost of products sold 2,566,405 2,195,340 Gross profit 6,407,577 6,434,588 Selling, general and administrative expenses 11,576,530 12,295,330 Research and development expenses 449,469 858,767 Depreciation and amortization expense 78,195 37,448 Total operating expenses 12,104,194 13,191,545 Loss from operations ( 5,696,617 ) ( 6,756,957 ) Interest (expense) income, net ( 25,599 ) 60,265 Gain on sale of net operating losses - 1,983,095 Loss before provision for income taxes ( 5,722,216 ) ( 4,713,597 ) Provision for income taxes - - Net loss $ ( 5,722,216 ) $ ( 4,713,597 ) Net loss per share applicable to common stockholders— Basic and Diluted ( 0.07 ) ( 0.06 ) Weighted average shares outstanding and to be issued— Basic and diluted 82,064,109 79,791,188 See notes to Consolidated Financial Statements F- 5 MILESTONE SCIENTIFIC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY YEARS ENDED DECEMBER 31 2025 AND 2024 Common Stock Shares Common Stock Amount Additional Paid in Capital Accumulated Deficit Noncontrolling Interest Treasury Stock Total Stockholders’ Equity Balance at January 1, 2024 75,881,840 75,881 $ 132,187,656 $ ( 123,339,509 ) $ - $ ( 911,516 ) $ 8,012,512 Stock based compensation - - 1,345,125 - - - 1,345,125 Common Stock issued in public offering 372,110 372 191,784 - - - 192,156 Common Stock issued exercised warrants 103,500 103 51,647 - - - 51,750 Common stock issued for payment of consulting services 644,145 644.00 479,157 - - - 479,801 Common stock to be issued to employees for bonuses 353,102 355.00 ( 355 ) - - - - Common stock issued to board of directors for services 674,162 674 ( 674 ) - - - - Restricted stock issued to employees 18,939 19 ( 19 ) - - - - Common stock to be issued for payment of consulting services - - 100,000 - - - 100,000 Common stock to be issued to employees for compensation - - 364,953 - - - 364,953 Net loss - - - ( 4,713,597 ) - - ( 4,713,597 ) Balance at December 31,2024 78,047,798 $ 78,048 $ 134,719,274 $ ( 128,053,106 ) $ - $ ( 911,516 ) $ 5,832,700 Stock based compensation - - 952,716 - - - 952,716 Common stock issued for payment of consulting services 768,129 768 627,982 - - - 628,750 Common stock issued to board of directors or services 1,670,522 1,671 625,451 - - - 627,122 Common stock to be issued to employees for compensation - - 393,551 - - - 393,551 Common stock to be issued to consultants for compensation - - 100,000 - - - 100,000 Net loss - - - ( 5,722,216 ) - - ( 5,722,216 ) Balance at December 31,2025 80,486,449 $ 80,487 $ 137,418,974 $ ( 133,775,322 ) $ - $ ( 911,516 ) $ 2,812,623 See notes to Consolidated Financial Statements F- 6 MILESTONE SCIENTIFIC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 5,722,216 ) $ ( 4,713,597 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 8,853 7,218 Amortization of intangibles 69,341 30,232 Stock based compensation 952,716 1,345,125 Bad debt expense 11,639 - Employees paid in stock 728,750 364,953 Expense paid in stock 1,020,673 579,801 Amortization of right-of-use asset 107,463 97,393 Changes in operating assets and liabilities: (Increase) in accounts receivable ( 216,883 ) ( 162,712 ) Increase in accounts receivable, related parties ( 25,548 ) - Increase in inventories ( 68,622 ) ( 1,075,029 ) (Increase ) decrease in advances on contracts ( 133,134 ) 96,288 Decrease (increase) in prepaid expenses and other current assets 95,853 ( 46,860 ) Increase in accounts payable 408,856 331,789 Increase in accounts payable, related party 866,386 82,801 (Decrease) increase in accrued expenses ( 801,116 ) 70,610 (Decrease) increase in accrued expenses, related party ( 115,887 ) 167,104 Decrease operating right of use lease asset ( 103,751 ) ( 94,991 ) Net cash used in operating activities $ ( 2,916,627 ) $ ( 2,919,875 ) Cash flows from investing activities: Purchase of furniture, fixtures, and equipment $ ( 15,124 ) $ ( 10,124 ) Sale of marketable securities - 2,976,573 Net cash (used in) provided by investing activities $ ( 15,124 ) $ 2,966,449 Cash flows from financing activities: Net proceeds from public placement offering $ - $ 192,156 Proceeds from issuance of convertible notes, related parties 800,000 - Net Proceeds exercise of warrants - 51,751 Payments finance lease obligations ( 13,665 ) ( 10,136 ) Net cash provided by financing activities $ 786,335 $ 233,771 Net increase (decrease) in cash and cash equivalents $ ( 2,145,416 ) $ 280,345 Cash and cash equivalents at beginning of period 3,258,058 2,977,713 Cash and cash equivalents at end of period $ 1,112,642 $ 3,258,058 Supplemental non-cash disclosure of cash flow information: Initial recognition of finance lease-right of use asset - ( 68,340 ) Initial recognition of finance lease-right of use liabilities - 68,340 See notes to Consolidated Financial Statements F- 7 MILESTONE SCIENTIFIC INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A — 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: C ompuDent ® ; 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 ® , and 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 B— 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 $ 133.8 million. The Company’s operating losses were $ 5.7 million and $ 6.8 million, for the years ended December 31, 2025 and 2024 , respectively. On December 31, 2025, Milestone Scientific had cash and cash equivalents of approximately $ 1.1 million and working capital of approximately $ 3.3 million. For the years ended December 31, 2025 and 2024, we had cash flows used in operating activities of approximately $ 2.9 million respectively. These conditions raise substantial doubt about the company’s ability to continue as a going concern. The Company is actively pursuing the generation of positive cash flows from operating activities through an increase in revenue from its dental business worldwide, the generation of revenue from its medical devices and disposables business in the United States and worldwide, and a reduction in operating expenses. However, the Company’s continued operations will depend on its ability to raise additional capital through various potential sources until it achieves profitability, if ever. F- 8 NOTE C — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Principles of Consolidation The accompanying 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 and majority owned subsidiaries, including, Wand Dental (wholly owned), and Milestone Innovations Inc. (wholly owned). All significant, intra-entity transactions and balances have been eliminated in the consolidation. 2. Use of Estimates The preparation of 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 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 3. 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 perform revenue recognition, the Company performs the following five steps: i. identification of the promised goods or services in the contract; ii. determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; iii. measurement of the transaction price, including the constraint on variable consideration; iv. allocation of the transaction price to the performance obligations based on estimated selling prices; and v. recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to 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 distribution agreements international. 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. F- 9 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 and 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 via a third -party. These payments from the third party are typically settled within two business days. Disaggregation of Revenue The Company operates in two operating segments: Dental, and Medical. The Company evaluates each of two segments based on performance, using segment financial information compiled utilizing the accounting policies listed in Note C of this Form 10 -K.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 L for revenues by geographical market, based on the customer’s location, and product category for the years ended December 31, 2025 and 2024 respectively. 4. 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 December 31, 2025 and 2024 Milestone Scientific has approximately $ 1.1 million and $ 3.3 million, respectively, in cash. As of December 31, 2025 and, 2024 Milestone Scientific had cash that exce eded the Federal Deposit Insurance Corporation insurance limit of $ 250,000 . F- 10 5. Accounts Receivable Milestone Scientific sells a significant amount of its product on credit terms to its major distributors. Milestone Scientific estimates losses from the ability or inability of its customers to make payments on amounts billed. Most credit sales are due within 90 days from invoicing. There have not been any significant credit losses incurred to date. As of December 31, 2025 and 2024, accounts receivable was recorded, net of allowance for doubtful accounts of $ 10,000 . 6. Inventories Inventories principally consist of finished goods and component parts stated at the lower of 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. 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. 7. Furniture, Fixture and Equipment Equipment is recorded at cost, less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 three to seven years . The costs of maintenance and repairs are charged to operations as incurred. 8. Intangible Assets - Patents and Developed Technology Patents are recorded at cost to prepare and file the applicable documents with the United States Patent Office, or internationally with the applicable governmental office in the respective country. The costs related to these patents are being amortized using the straight-line method over the estimated useful life of the patent. Patents and other developed technology acquired from another business entity are recorded at acquisition cost and be amortized at the estimated useful life. Patent defense costs, to the extent applicable, are expensed as incurred. 9. Impairment of Long-Lived Assets Long-lived assets with finite lives are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s impairment review process is based upon an estimate of future undiscounted cash flow. Factors the Company considers that could trigger an impairment review include the following: ● significant under performance relative to expected historical or projected future operating results; ● significant changes in the manner of our use of the acquired assets or the strategy for our overall business; ● significant negative industry or economic trends; and ● significant technological changes, which would render the technology obsolete. Recoverability of assets that will continue to be used in the Company’s operations is measured by comparing the carrying value to the future net undiscounted cash flows expected to be generated by the asset or asset group. Future undiscounted cash flows include estimates of future revenues, driven by market growth rates, and estimated future costs. 10. Research and Development Research and development costs, which consist principally of new product development costs payable to third parties, are expensed as incurred. F- 11 11. Income Taxes Milestone Scientific accounts for income taxes under the asset and liability method which requires deferred tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. At December 31, 2025 and 2024, we had no uncertain tax positions that required recognition in the consolidated financial statements. Milestone Scientific’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the Consolidated Statements of Operations. No interest and penalties are present for periods open. In April 2024, we received approximately $ 2.0 million, net of expenses, from the sale of New Jersey net operating losses (“NOL”), that were eligible for sale under the State of New Jersey’s Economic Development Authority’s New Jersey Technology Business Tax Certificate Transfer Program (“NJEDA Program”). The Company recorded this amount within Gain on sale of net operating losses within the consolidated statement of operations. Pursuant to the NJEDA program, the Company must retain a physical presence in the state of New Jersey for a period of 5 years after the sale of the of the NOLs. If the Company does not retain a physical presence during the 5 years after the sale of the NOLs, the Company can be liable to pay the state of New Jersey up to $ 2.2 million of the surrendered NOLs. 12. Basic and Diluted Net Loss Per Common Share Milestone Scientific presents “basic” loss per common share applicable to common stockholders and, if applicable, “diluted” loss per common share applicable to common stockholders pursuant to the provisions of ASC 260, “Earnings per Share”. Basic 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 of 82,064,109 and 79,791,188 during the years ended December 31, 2025 and 2024, 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 years ended December 31, 2025 and 2024, 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 and warrants 7,715,506 and 3,417,154 on December 31, 2025 and 2024, respectively. 13. Stock-Based Compensation Milestone Scientific accounts for stock-based compensation under ASC 718, “Share-Based Payment” (“ASC 718” ). ASC 718 requires all share-based payments to employees, non-employees, directors, and officers, including grants of employee stock options, to be recognized in the consolidated statements of operations over the service period, as an operating expense, based on the grant-date fair values. The Company accounts for forfeitures as they occur. 14. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480” ) and ASC 815, “Derivatives and Hedging” (“ASC 815” ). F- 12 The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Management concluded that its warrants qualify for equity accounting treatment. 15. 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 specific 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 consolidated financial statements. Recently Adopted Accounting Pronouncement In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5 % of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. For entities other than PBEs, the requirements will be effective for annual periods beginning after December 15, 2025. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. As of December 31, 2025, the Company adopted this new ASU prospectively. The adoption impacts only the Company’s income tax disclosures and has no effect on its operations, cash flows, or financial condition. F- 13 NOTE D — INVENTORIES SCHEDULE OF INVENTORIES December 31, 2025 December 31, 2024 Dental finished goods $ 3,598,270 $ 3,640,391 Medical finished goods 108,975 - Inventories finished goods 108,975 - Component parts and other materials 74,592 72,824 Total inventories $ 3,781,837 $ 3,713,215 NOTE E — ADVANCES ON CONTRACTS The advances on contracts represent funding of future dental STA “Single Tooth Anesthesia System” and epidural inventory purchases and epidural replacements parts. The balance of the advances as of December 31, 2025 and 2024 was approximately $ 1.4 million and $ 1.3 million respectively. NOTE F — FURNITURE, FIXTURES AND EQUIPMENT SCHEDULE OF FURNITURE AND EQUIPMENT December 31, 2025 December 31, 2024 Leasehold improvements $ 24,734 $ 24,734 Office furniture and equipment 178,700 178,700 Molds 7,200 7,200 Trade show displays 151,464 151,464 Computers and software 307,827 294,416 Tooling Safety Wand 125,022 125,022 Tooling equipment-STA & Wand 11,100 11,100 EPI and IA Instruments 82,363 82,363 STA Trials Instruments 63,752 63,752 Total 952,162 938,751 Less accumulated depreciation ( 932,970 ) ( 925,830 ) Total $ 19,192 $ 12,921 Depreciation expense was $ 8,853 and $ 7,218 for the year ended December 31, 2025 and 2024, respectively. F- 14 NOTE G — INTANGIBLES, NET SCHEDULE OF FINITE-LIVED INTANGIBLE ASSETS December 31, 2025 December 31, 2024 Patents-foundation intellectual property at cost $ 1,377,863 $ 1,377,863 Less: Accumulated Amortization ( 1,298,800 ) ( 1,229,459 ) Total $ 79,063 $ 148,404 Patents are amortized utilizing the straight-line method over estimated useful lives ranging from 3 to 20 years. Amortization expense was approximately $ 69,000 and $ 30,000 for the years ended December 31, 2025 and 2024, respectively. The annual amortization expense expected to be recorded for existing intangibles assets for the years 2026 through 2027 is approximately $ 62,000 , and $ 17,000 respectively. NOTE H — CONVERTIBLE NOTE RELATED PARTY On April 9, 2025, the Company issued a series of promissory notes (the “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 based on the average of the 15 most recent trading days, but not less than $ 0.50 . The Notes are unsecured and have typical default terms. As of December 31, 2025, the Notes were convertible into 1,600,000 shares of common stock based on the floor of $ 0.50 per share. As of December 31, 2025 the Company recognized approximately $ 29,200 of interest expenses related to convertible note related party respectively. NOTE I — STOCKHOLDERS ’ EQUITY Authorized Shares In December 2025 at the annual shareholder meeting the Company received approval to increase its authorized shares of common stock from 100,000,000 to 125,000,000 . PUBLIC OFFERING On December 10, 2023, the Company completed a public offering for sale of 4,765,000 common stock, at $ 0.63 per share which generated net proceeds of approximately $ 2.6 million. In addition, the Company granted the Underwriter a 45-day option to purchase up to an additional 714,750 shares of Common Stock at the same price to cover over-allotments. On January 12, 2024 the underwriter exercised its over-allotment option as to 372,110 shares of common stock for net proceeds after discounts and commission of $ 192,156 . WARRANTS The following table summarizes information about shares issuable under warrants outstanding on December 31, 2024: SCHEDULE OF INFORMATION ABOUT SHARES ISSUABLE UNDER WARRANTS OUTSTANDING Warrant shares outstanding Weighted Average exercise price $ Weighted Average remaining life Intrinsic value $ Outstanding at January 1, 2024 314,572 0.50 0.10 $ 59,737 Issued - - - - Exercised ( 103,500 ) 0.50 - - Expired or cancelled ( 211,072 ) 0.50 - - Outstanding and exercisable at December 31, 2024 - - - - During the year ended December 31, 2024, the Company issued 103,500 shares of common stock for warrants issued in 2019. The warrants were exercised at $ 0.50 for proceeds of $ 51,751 . There were no warrants issued or exercised in 2025. F- 15 SHARES TO BE ISSUED As of December 31, 2025 and 2024, there were 3,447,241 and 2,761,225 , respectively shares to be issued 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 December 31, 2025 and 2024, 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. at the date of grant and were fully vested upon grant date. The following table summarizes information about shares to be issued through December 31, 2025 and 2024. SCHEDULE OF SHARES TO BE ISSUED December 31, 2025 December 31, 2024 Shares-to-be-issued, outstanding January 1, 2025 and 2024, respectively 3,393,017 3,098,917 Shares-to-be-issued, outstanding beginning balance 3,393,017 3,098,917 Granted in current period 1,056,386 647,202 Issued in current period - ( 353,102 ) Shares-to be issued outstanding December 31, 2025 and 2024, respectively 4,449,403 3,393,017 Shares-to be issued outstanding ending balance 4,449,403 3,393,017 NOTE J — 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 three-year period from the grant date and expire five years after the date of grant. As of December 31, 2025 and 2024, the Company had 1,021,220 and 7,579,778 , respectively, remaining options available for grants under the Plan. 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. A summary of option activity for employees under the plans and changes the year ended December 31, 2025 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Averaged Exercise Price $ Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options Value $ Options outstanding at January 1, 2025 2,951,989 2.29 4.54 - Issued during 2025 4,000,000 0.48 9.60 - Exercised during 2025 - - - - Forfeited or expired during 2025 ( 919,814 ) 2.01 - - Options outstanding December 31, 2025 6,032,175 1.15 8.13 - Exercisable, December 31, 2025 2,032,176 2.08 6.07 - For the years ended December 31, 2025 and 2024, the Company recognized approximately $ 0.9 million and $ 0.7 million, respectively, of stock-based compensation expense, which was recorded in general and administrative expenses in the consolidated statements of operations. The Company estimated the fair value of stock option grants on the grant date using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 1.75 %, expected volatility of 86.6 % (based on the Company’s historical volatility over the expected term), an expected term of 5 years, a dividend yield of 0 %, and a stock price ranging from $ 0.45 to $ 0.50 . As of December 31, 2025, there was approximately $ 1.3 million of total unrecognized stock-based compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.2 years. F- 16 A summary of option for non-employees under the plans and changes during the year ended December 31, 2025 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Averaged Exercise Price $ Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Options Value $ Outstanding at January 1, 2025 99,996 1.74 2.12 5,750 Issued 16,666 0.94 4.18 - Exercised - - - - Expired or cancelled ( 33,332 ) 1.26 - - Outstanding and exercisable at December 31, 2025 83,330 1.59 2.40 - Exercisable, December 31, 2025 63,881 1.80 1.95 - The fair value of the non-employee options was estimated on the date of grant using the Black Scholes option-pricing model at the date of grant. For the years ended December 31, 2025 and 2024, Milestone Scientific recognized approximately $ 10,400 and $ 9,800 expense related to non-employee options, respectively. The Company used the following assumptions to calculate the fair value of the stock option grants using the Black-Scholes option pricing model for the year ended December 31, 2025 risk free interest rate of 1 % Volatility of 85.79 %- 86.29 % (which is based on the Company’s historical volatility over the expected term), expected term of 5 years, 0 % dividend rate and closing price of the stock of $ 0.93 -$ 0.94 . A summary of restricted stock under the plans and changes during the year ended December 31, 2025 is presented below: SCHEDULE OF RESTRICTED STOCK Number of Shares Weighted Average Grant-Date Fair Value per Award Non-vested as January 1, 2025 365,171 0.89 Granted 1,333,444 0.34 Vested ( 1,670,525 ) 0.45 Cancelled ( 28,090 ) 0.89 Non-vested as December 31, 2025 - - On December 18, 2025, the Company entered into restricted stock agreements with members of its Board of Directors and granted 1,333,444 restricted stock awards with a fair value of $ 0.34 per share. These awards vested immediately. For the year ended December 31, 2025 the Company recognized approximately $ 625,000 for restricted stock expenses recorded in general and administrative expenses on the statement of operation. For the year ended December 31, 2025 there was no unrecognized stock compensation expense. As of December 31, 2024, the Company entered into restricted stock agreements with members of the Board of Directors of the Company. The Company granted 730,340 restricted stock awards with a fair market value of $ 0.89 per share. Such restricted stock vests as follows: 25% on the grant date in June 2024, and 25% quarterly, on the first day of the following months: October 2024, January 2025, and April 2025 . These awards vest immediately upon a change of control as defined in the agreements. For the year ended December 31, 2024 the Company recognized approximately $ 638,000 for restricted stock expenses recorded in general and administrative expenses on the statement of operation. F- 17 NOTE K — INCOME TAXES Milestone Scientific accounts for income taxes under the asset and liability method which requires deferred tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. At December 31, 2025 and 2024, we had no uncertain tax positions that required recognition in the consolidated financial statements. Milestone Scientific’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the Consolidated Statements of Operations. No Interest and penalties are present for periods open. The statute of limitations remains open on the Company’s federal tax returns for calendar year 2022 and subsequent years, and on the Company’s state tax returns for calendar year 2021 and subsequent years. Due to Milestone Scientific’s history of operating losses, a full valuation allowances have been provided for all of Milestone Scientific’s deferred tax assets. At December 31, 2025 and 2024, no recognition was given to the utilization of the remaining net operating loss carry forwards in each of these periods. Deferred tax attributes resulting from differences between financial accounting amounts and tax bases of assets and liabilities at December 31, 2025 and 2024 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2025 2024 Allowance for Doubtful Accounts 2,000 2,000 Capitalized Sec. 174 R&D 295,000 413,000 Inventory Reserve 238,000 253,000 Deferred Officer’s Compensation 687,000 688,000 Depreciation and Amortization ( 19,000 ) ( 35,000 ) Right of Use Asset ( 46,000 ) ( 72,000 ) Lease Liability 49,000 78,000 Net Operating Loss Carryforwards 15,314,000 15,416,000 Tax Credits 621,000 562,000 Other 221,000 423,000 Subtotal 17,362,000 17,728,000 Valuation Allowance ( 17,362,000 ) ( 17,728,000 ) Non-Current Deferred Tax Asset - - As of December 31, 2025 and 2024, federal net operating loss carry-forwards are approximately $ 64,100,000 and $ 65,000,000 , respectively. As of December 31, 2025, Milestone Scientific has approximately $ 21,800,000 of net operating losses generated before December 31, 2017 that will be available to offset future income, if any, through December 2037. Additionally, as of December 31, 2025, Milestone Scientific has approximately $ 42,400,000 of net operating losses generated in 2018 or after that can be carried forward indefinitely. State net operating losses were approximately $ 30,500,000 and $ 29,400,000 for the periods ended December 31, 2025 and 2024 , respectively. As of December 31, 2025, $ 700,000 of the Company’s state net operating losses can be carried forward indefinitely to offset future income, and the remaining $ 29,800,000 of state net operating losses begin to expire in 2031 . 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 of its deferred tax assets due to uncertainty as to their future realization. All taxable losses for years ended December 31, 2025 and 2024 were generated domestically. The reconciliation of the Company’s statutory tax rate and effective tax rate is as follows December 31, 2025 and 2024: SCHEDULE OF RECONCILIATION OF STATUTORY TAX RATE Amount Percent Year Ended December 31, 2025 Amount Percent Pretax (Loss) $ ( 5,722,216 ) US Federal Statutory Tax Rate ( 1,201,665 ) 21.0 % State and Local Income Taxes, net of Fed Benefit ( 66,486 ) 1.2 % Tax Credits ( 11,968 ) 0.2 % Change in Valuation Allowance ( 364,774 ) 6.4 % Non- T axable or Non-Deductible items Stock-Based Compensation 175,491 - 3.1 % Other Permanent Differences 10,151 - 0.2 % Return to Provision Other Adjustme nts Federal NOL Expirations 1,433,866 - 25.1 % NOL Expiration Other 25,385 - 0.4 % Total $ - - % 2024 Statutory Rate 21.00 % State Income Tax - All States - 55.10 % Stock Compensation - 2.51 % NOL Expiration - 54.08 % Return to Provision - 1.98 % Other 0.00 % Subtotal - 92.67 % Valuation Allowance 92.67 % The Company’s effective tax rate includes the effects of state and local income taxes, net of the federal income tax benefit, which are primarily attributable to California, Florida, Illinois, and New Jersey, where the Company has significant business activities. These states have higher tax rates compared to other jurisdictions where the Company operates, and together, they account for more than half of the Company’s total state tax expense. For the year ended December 31, 2025, the Company paid state and local income taxes of approximately $ 12,000 , net of refunds received. No federal or foreign income taxes were paid during 2025. The following jurisdictions each individually represented more than 5% of total income taxes paid: California $ 3,000 , Massachusetts $ 3,000 , New Jersey $ 3,000 , Georgia $ 1,640 , and Texas $ 1,315 . F- 18 NOTE L — 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 base. 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. Certain reclassifications have been made to the 2025 consolidated financial statements to conform to the 2024 consolidated financial statement presentation. These reclassifications had no effect on net loss or cash flows as previously reported. The following tables present information about our reportable and operating segments: SCHEDULE OF REPORTABLE AND OPERATING SEGMENTS Product sales, net Corporate Dental Medical Total 2025 Corporate Dental Medical Total Product sales, net $ - $ 8,790,732 $ 183,250 $ 8,973,982 Cost of products sold - 2,563,613 2,792 2,566,405 Gross Margin - 6,227,119 180,458 6,407,577 - Salaries & employee benefits 692,808 1,677,601 718,192 3,088,601 Stock Compensation 1,579,504 - - 1,579,504 Royalty expense - 435,799 9,283 445,082 Warehouse 11,818 458,537 44,906 515,261 Quality and Regulatory 221,775 102,818 11,831 336,424 Marketing 67,870 195,698 61,165 324,733 Rent & occupancy costs 75,377 51,416 32,135 158,928 Consultants and professional services fees 2,892,406 222,486 463,338 3,578,230 Insurance 165,487 184,928 162,830 513,245 Travel Expense 94,383 71,473 74,470 240,326 Depreciation and amortization expense 78,195 - - 78,195 Research and development expense - 430,676 18,793 449,469 Other segment items 308,386 472,422 15,388 796,196 Total operating expenses 6,188,009 4,303,854 1,612,331 12,104,194 Operating income (loss) ( 6,188,009 ) 1,923,265 ( 1,431,873 ) ( 5,696,617 ) Product sales, net Corporate Dental Medical Total 2024 Corporate Dental Medical Total Product sales, net $ - $ 8,525,308 $ 104,620 $ 8,629,928 Cost of products sold - 2,186,142 9,198 2,195,340 Gross Margin - 6,339,166 95,422 6,434,588 Salaries & employee benefits 1,353,193 1,559,933 828,269 3,741,395 Stock Compensation 1,343,044 - 2,078 1,345,122 Royalty expense - 436,828 5,231 442,059 Warehouse 14,589 448,190 34,058 496,837 Quality and Regulatory 441,892 24,614 16,359 482,865 Marketing 31,526 439,830 89,539 560,895 Rent & occupancy costs 74,847 48,973 30,608 154,428 Consultants and professional services fees 2,284,403 252,136 818,052 3,354,591 Insurance 178,185 203,648 189,343 571,176 Travel Expense 65,773 98,334 95,348 259,455 Depreciation and amortization expense 37,448 - - 37,448 Research and development expense - 835,851 22,916 858,767 Other segment items 450,349 416,587 19,571 886,507 Total operating expenses 6,275,249 4,764,924 2,151,372 13,191,545 Operating income (loss) ( 6,275,249 ) 1,574,242 ( 2,055,950 ) ( 6,756,957 ) F- 19 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 December 31, 2024 Dental Medical Corporate Total Total Assets $ 5,359,734 $ 444,513 $ 3,992,825 $ 9,797,072 5,359,734 444,513 3,992,825 9,797,072 The following table presents information about our operations by geographic area as of December 31, 2025 and 2024. Net sales by geographic area are based on the respective locations of our subsidiaries. SCHEDULE OF SALES BY PRODUCT AND BY GEOGRAPHICAL REGION Year Ended December 31, 2025 Year Ended December 31, 2024 Dental Medical Grand Total Dental Medical Grand Total Domestic-US Instruments $ 652,044 $ 18,400 $ 670,444 $ 653,990 $ 4,000 $ 657,990 Handpieces 4,105,727 150,850 4,256,577 4,489,521 57,700 4,547,221 Other 42,194 - 42,194 49,120 49,120 Grand Total $ 4,799,965 $ 169,250 $ 4,969,215 $ 5,192,631 $ 61,700 $ 5,254,331 International Rest of World Instruments $ 781,019 $ - $ 781,019 $ 868,169 $ 39,000 $ 907,169 Handpieces 2,867,180 14,000 2,881,180 2,423,507 3,920 2,427,427 Other 32,568 - 32,568 41,001 - 41,001 Grand Total $ 3,680,767 $ 14,000 $ 3,694,767 $ 3,332,677 $ 42,920 $ 3,375,597 International China Instruments $ 310,000 $ - $ 310,000 $ - $ - $ - Handpieces - - - - - - Other - - - - - - Grand Total $ 310,000 $ - $ 310,000 $ - $ - $ - Total Product Sales $ 8,790,732 $ 183,250 $ 8,973,982 $ 8,525,308 $ 104,620 $ 8,629,928 Current Product Platform NOTE M — CONCENTRATION 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 which contains advance payments for long lead items for production. Advances on contracts have been classified as current at December 31, 2025 and 2024. 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 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 year ended December 31, 2025, E-Commerce accounted for 49 % of net product sales. For the year ended December 31, 2024, E-Commerce accounted for 60 % of net product sales. The Company had three distributors that accounted for 32 %, 21 % and 11 % of accounts receivable, respectively, as of December 31, 2025. The Company had three distributors that accounted for 22 %, 13 % and 11 % of accounts receivable, respectively as of December 31, 2024. As of December 31, 2025, the Company had three suppliers that accounted for 38 %, 22 % and 10 %, respectively, of accounts payable and accounts payable, related party. The Company had two suppliers that accounted for 31 % and 30 %, respectively, of accounts payable and accounts payable, related party as of December 31, 2024. F- 20 NOTE N - RELATED PARTY TRANSACTIONS United Systems Milestone Scientific has a supply agreement with United Systems, the principal supplier of the Company’s handpieces. Pursuant to the agreement, the Company purchases manufactured products from United Systems under individual purchase orders. The agreement does not require minimum purchase commitments. In June 2021, the Company entered into a ten-year supply agreement with United Systems for the manufacture and supply of handpieces. Purchases from United Systems totaled approximately $ 1.9 million and $ 1.7 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and December 31, 2024, amounts owed to United Systems were approximately $ 1,100,000 and $ 664,000 , respectively. These amounts are included in accounts payable related party in the Company’s consolidated balance sheets. Director of 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 $ 445,000 and $ 442,000 for the years ended December 31, 2025 and 2024, respectively. In addition, the Company paid consulting fees to the Director of Clinical Affairs totaling approximately $ 128,000 and $ 156,000 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, accrued but unpaid royalties owed to the Director of Clinical Affairs were approximately $ 289,000 and $ 110,000 , respectively. These amounts are included in accounts payable related party and accrued expenses related party in the Company’s consolidated balance sheets. Employment and Consulting Contracts Leonard Osser Succession Agreement and Related Compensation Arrangements 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 provide broader executive support beyond the Company’s Chinese operations and, upon stepping down as Interim Chief Executive Officer, 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 was reduced by $ 100,000 to $ 200,000 , with the reduction split equally between cash compensation and equity compensation. ● Compensation under his July 2017 Consulting Agreement was increased by $ 100,000 to $ 200,000 , also split equally between cash and equity compensation. The equity component shifted from the Employment Agreement to the Consulting Agreement. Compensation under the Employment Agreement and Consulting Agreement is payable for 9.5 years from May 19, 2021. For each of the years ended December 31, 2025 and 2024, the Company recorded: ● $ 200,000 of expenses related to the Employment Agreement; and ● $ 200,000 of expenses related to the 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 on May 19, 2021, Mr. Osser assumed the role of Vice Chairman of the Board. In connection with his acceptance of the Vice Chairman position and his agreement to provide additional consulting services, Mr. Osser was granted options to purchase 2,000,000 shares of the Company’s common stock at an exercise price equal to the fair market value on the date of grant. The options vest over the 5 five-year period following his resignation as Interim Chief Executive Officer ten years from the date of grant, whichever period ends first. On November 7, 2025, Mr. Osser resigned as a director of the Company. F- 21 Beneficial Ownership Mr. Osser beneficially owns 2,844,028 shares of the Company’s common stock. In addition, 3,221,786 shares are issuable to him upon termination of his employment agreement, subject to the terms thereof. are issuable to him upon termination of his employment agreement, subject to the terms thereof. Dr. D. Demesmin As of February 2024, the University Pain Medicine Center (STEMMEE), of which Dr. D. Demesmin, a Company board member, is the CEO, agreed to purchase products from the Company under the same terms and conditions applying to other medical pain clinics in the United States. STEMMEE purchased medical products of $ 54,000 and $ 21,000 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 the Company was owed approximately $ 25,500 which regard in related party accounts receivable. Jan Adriaan (Arjan) Haverhals The Company entered into a consulting agreement with Jan Adriaan (Arjan) Haverhals (the “Consulting Agreement”), effective January 1, 2025. The Consulting Agreement continues for an indefinite term unless terminated in accordance with its terms. Either party may terminate the Consulting Agreement upon 90 days’ prior written notice. The Company may terminate the Consulting Agreement upon 30 days’ prior written notice in the event of Mr. Haverhals’ inability to provide services. Under the 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 $ 350,000 for the year ended December 31, 2025 related to the Consulting Agreement. Mr. Haverhals is entitled to reimbursement of reasonable expenses incurred in providing services. He serves as an independent contractor and is not eligible for Company-provided health or accident insurance, life insurance, paid sick leave, or paid vacation benefits. In connection with the Consulting Agreement, Mr. Haverhals entered into the Company’s standard form of non-disclosure, non-solicitation, non-competition, and invention assignment agreement. As of December 31, 2025, the Company owed Mr. Haverhals approximately $ 89,000 under the Consulting Agreement, which is included in accounts payable — related party in the Company’s consolidated balance sheets. Subsequent to December 31, 2025, Mr. Haverhals agreed to waive $ 66,000 of amounts payable to him, which had been included in accounts payable — related party. Pursuant to the 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 Consulting Agreement. As of December 31, 2025, such shares had no t 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. Accordingly, his term as a director expired at the conclusion of the Annual Meeting. F- 22 NOTE O — COMMITMENTS ( 1 ) Contract Manufacturing Agreement Milestone Scientific has informal arrangements with third -party manufacturers of the STA, CompuDent® and CompuMed® devices, pursuant to which they manufacture these products under specific purchase orders but without any long-term contract or minimum purchase commitment. The company entered into a new purchase commitment for the delivery of 1,900 STA CompuDent® instruments. As of December 31, 2025, the purchase order commitment was approximately $ 2.3 million, and approximately $ 1.4 million was paid and reported in advance on contracts in the consolidated balance sheet. As of December 31, 2024, the purchase order commitment was approximately $ 3.2 million, and approximately $ 1.3 million was paid and reported in advance on contracts in the consolidated balance sheet. As of December 31, 2025 and 2024 the company also has advances on an open purchase order for long lead items for a future purchase order for the manufacturing of Epidural instrument of approximately $ 34,000 and $ 168,000 , respectively. ( 2 ) Leases Operating Leases The Company signed a seven-year 7 lease in a new facility located in Roseland, New Jersey (the “Roseland Facility”), which commenced of January 8, 2021. Under the Roseland Facility lease, rent payments commence on April 1, 2021, and the monthly lease payments escalate annually on January 1 of each year, and range from $ 9,275 to $ 10,898 per month over the lease term. The Company is also required to pay a fixed electric charge equal to $ 2.00 per square foot which is paid in equal monthly installments over the lease term or $ 11,130 annually. These fixed monthly payments have been included in the measurement of the operating lease liability and related operating lease right-of-use asset as the Company has elected the practical expedient to not separate lease and non-lease components for all leases. The Company is also required to pay its proportionate share of certain operating costs and property taxes applicable to the leased premises more than new base year amounts, which are accounted for as variable lease expenses. As of December 31, 2025, total finance right-of-use assets were $ 55,811 and total finance liabilities were $ 54,683 of which $ 27,347 and $ 27,336 were classified as current and non-current, respectively. As of December 31, 2025 total operating right-of use assets were $ 150,378 and total operating lease liabilities were $ 165,563 , of which $ 130,355 and $ 35,208 were classified as current and non-current, respectively. As of December 31, 2024, total finance right-of-use assets were $ 67,201 and total finance liabilities were $ 67,202 of which $ 12,530 and $ 54,672 were classified as current and non-current, respectively. As of December 31, 2024 total operating right-of use assets were $ 257,842 and total operating lease liabilities were $ 281,852 , of which $ 116,279 and $ 165,573 were classified as current and non-current, respectively The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities: ● As the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in calculating the present value of the lease payments. The Company has utilized its incremental borrowing rate based on the long-term borrowing costs of comparable companies in the Medical Device industry. ● Since the Company elected to account for each lease component and its associated non-lease components as a single combined lease component, all contract consideration was allocated to the combined lease component. ● The expected lease terms include non-cancellable lease periods. Renewal option periods are not included in the determination of the lease terms as they were not reasonably certain to be exercised. F- 23 The components of lease expense were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Twelve months ended December 31, 2025 December 31, 2024 Cash paid for operating lease liabilities $ 127,526 $ 127,526 Cash paid for finance lease liabilities 13,168 11,172 Weighted Average Remaining Lease Term Finance leases (years) 3.92 years 4.97 years Operating leases (years) 1.25 years 2.25 years Weighted-average discount rate – operating leases 9.20 % 9.20 % Weighted-average discount rate – finance leases 9.20 % 9.20 % SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of lease liabilities as of December 31, 2025 Operating Lease Finance Lease 2026 139,125 13,668 2027 35,477 13,668 2028 - 13,668 2029 - 13,668 Less: Interest 174,602 54,672 Present Value of lease liabilities ( 9,093 ) ( 1,138 ) Total 165,509 53,534 NOTE P — BENEFIT PLAN Milestone Scientific has a Defined Contribution Plan that allows eligible employees to contribute part of their salary through payroll deductions. Milestone Scientific does not contribute to this plan, but does pay the administrative costs of the plan, which were not significant. NOTE Q — SUBSEQUENT EVENT 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 S.r.l. (“BP4”). BP4 is a significant shareholder of the Company and is considered a related party. Pursuant to the MOU, and subject to certain conditions, BP4 agreed to enter into a lock-up agreement with the Company pursuant to which it will not distribute or sell any of its shares of capital stock of the Company for 12 months following consummation of a $2.5 million offering by the Company. The BP4 lock-up, in addition to customary underwriter exceptions, provides for early release of the lock-up restrictions if the Company’s stock price exceeds specified thresholds for a defined period, permitting partial distributions of shares to BP4’s quotaholders. Unless waived or further amended, the period for the capital raise has expired. The Company has paid to 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 . F- 24