MILESTONE SCIENTIFIC INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to Commission file number 001-14053 Milestone Scientific Inc. (Exact name of registrant as specified in its charter) Delaware 13-3545623 State or other jurisdiction of Incorporation or organization (I.R.S. Employer Identification No.) 425 Eagle Rock Avenue , Suite 403 , Roseland , NJ 07068 (Address of principal executive offices) Registrant ’ s telephone number, including area code: 973 - 535-2717 . Securities registered pursuant to Section 12(b) of the Act: Title of each class Symbol Name of each exchange on which registered Common Stock, par value $.001 per share MLSS NYSE American Securities registered pursuant to section 12(g) of the Act: NONE. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of August 11, 2026, the registrant has a total of 88,739,185 shares of Common Stock, $ 0.001 par value outstanding. MILESTONE SCIENTIFIC INC. Form 10-Q TABLE OF CONTENTS PART I—FINANCIAL INFORMATION 4 Item 1. Condensed Consolidated Financial Statements 4 Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 4 Statements of Operations for the three and six months ended June 30, 2026, and 2025 (Unaudited) 5 Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2026 and 2025 (Unaudited) 6 Statements of Cash Flows for the three and six months ended June 30, 2026 and 2025 (Unaudited) 7 Notes to Condensed Consolidated Financial Statements (Unaudited) 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures About Market Risk 24 Item 4. Controls and Procedures 25 PART II — OTHER INFORMATION Item 1. Legal Proceedings 25 Item 1A. Risk Factors 25 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28 Item 3. Defaults Upon Senior Securities 28 Item 4. Mine Safety Disclosures 28 Item 5. Other Information 28 Item 6. Exhibits 28 Signatures 29 2 FORWARD-LOOKING STATEMENTS When used in this Quarterly Report on Form 10-Q, the words “may”, “will”, “should”, “expect”, “believe”, “anticipate”, “continue”, “estimate”, “project”, “intend” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends that may affect Milestone Scientific’s plans of operations, business strategy, results of operations and financial condition. Milestone Scientific wishes to ensure that such statements are accompanied by meaningful cautionary statements pursuant to the safe harbor established in the Private Securities Litigation Reform Act of 1995. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Milestone Scientific’s plans and objectives are based, in part, on assumptions involving the continued expansion of its business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Milestone Scientific. Although Milestone Scientific believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Considering the significant uncertainties inherent in the forward-looking statements included herein, our history of operating losses that are expected to continue, requiring additional funding which we may be unable to raise when needed (which may force us to delay, curtail or eliminate commercialization efforts of our CompuFlo Epidural Computer Controlled Anesthesia System), the early stage operations of and relative lack of acceptance of our medical products, including our inability to recover our investment in slow-moving Medical finished goods inventory, relying exclusively on two third parties to manufacture our products, changes to our distribution arrangements exposes us to risks of interruption of marketing efforts and building new marketing channels, changes in our informal manufacturing arrangements made by the manufacturer of our products and disruptions at the manufacturing facility of our manufacturers, including shortages of or delays in obtaining chips and other components, exposes us to risks that may harm our business, raising additional funds by issuing securities or through licensing or lending arrangements may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights, our ability to generate revenue from sales will be materially impaired if physicians do not accept nor use our CompuFlo Epidural Computer Controlled Anesthesia System, exposure to the risks inherent in international sales and operations, including the cessation of revenue from China and the risk that U.S.-China trade tensions and tariffs may simultaneously increase our input costs and eliminate our ability to sell into the Chinese market, several legislative and regulatory changes and proposed changes regarding the healthcare system, including changes to reimbursement coverage of our products, that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval activities, and affect our ability to profitably sell any product candidates for which we obtain marketing approval, developments by competitors may render our products or technologies obsolete or non-competitive, changes in United States policy regarding international trade, including the imposition of tariff and export controls on certain goods and products imported from China and other countries, which has resulted in retaliatory tariffs and other trade measures by China, the United States and other countries that will result in an increase in costs that we may not be able to offset or that otherwise adversely impact our results of operations, federal government actions that constrain collaborative research funding may reduce the pool of available research partners and increase the cost and difficulty of future product development efforts, our failure to regain compliance with the strict listing requirements of NYSE American, including the minimum stockholders’ equity requirement, may subject us to delisting and, if our stock were no longer listed on NYSE American, our stock price may decline, the liquidity of our securities likely would be impaired and our ability to raise additional capital may be limited, and ongoing geopolitical tensions, including conflicts in Eastern Europe and the Middle East, that have disrupted certain international markets served by the Company’s distributors and may continue to adversely impact demand and revenue, the inclusion of such information should not be regarded as a representation by Milestone Scientific or any other person that the objectives and plans of Milestone Scientific will be achieved. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. The actual results may differ materially from those included within the forward-looking statements because of various factors. Except as required by the federal securities laws, Milestone Scientific undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. Milestone Scientific is the owner of the following registered U.S. trademarks: CompuDent®; CompuMed®; CompuFlo®; DPS Dynamic Pressure Sensing technology®; Milestone Scientific ®; CathCheck®; the Milestone logo ®; SafetyWand®; STA Single Tooth Anesthesia Device®; and The Wand ®. 3 Part I- Financial Information Item 1. Financial Statements MILESTONE SCIENTIFIC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents $ 2,066,770 $ 1,112,642 Accounts receivable, net of allowance for credit losses of $ 10,000 , respectively 1,003,063 680,620 Accounts receivable, related party 9,643 25,548 Accounts receivable 9,643 25,548 Other Receivables 40,276 - Prepaid expenses and other current assets 633,953 468,792 Inventories 3,086,577 3,781,837 Advances on contracts 1,276,916 1,408,395 Total current assets 8,117,198 7,477,834 Furniture, fixtures and equipment, net 20,127 19,193 Intangibles, net 44,857 79,063 Right of use assets finance lease 48,977 55,811 Right of use assets operating lease 92,489 150,378 Other assets 24,150 24,150 Total assets $ 8,347,798 $ 7,806,429 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,953,844 $ 1,430,250 Accounts payable, related party 907,680 1,359,698 Accounts payable 907,680 1,359,698 Accrued expenses and other payables 956,530 995,206 Accrued expenses, related party 225,018 188,406 Accrued expenses 225,018 188,406 Other Current Liabilities 218,146 - Current portion of finance lease liabilities 34,170 27,347 Current portion of operating lease liabilities 101,883 130,355 Total current liabilities 4,397,271 4,131,262 Non-current portion of finance lease liabilities 13,668 27,336 Non-current portion of operating lease liabilities - 35,208 Convertible notes payable, related parties 465,982 800,000 Total liabilities $ 4,876,921 $ 4,993,806 Commitments and contingencies - - Stockholders’ equity Common stock, par value $ 0.001 ; authorized 125,000,000 shares; 88,772,518 shares issued and 88,756,989 shares outstanding as of June 30, 2026; 80,486,449 shares issued and 80,453,116 shares outstanding as of December 31, 2025; $ 88,773 $ 80,487 Additional paid in capital 139,968,127 137,418,974 Accumulated deficit ( 135,674,507 ) ( 133,775,322 ) Treasury stock, at cost, 33,333 shares ( 911,516 ) ( 911,516 ) Total stockholders’ equity $ 3,470,877 $ 2,812,623 Total liabilities and stockholders’ equity $ 8,347,798 $ 7,806,429 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 MILESTONE SCIENTIFIC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Product sales, net $ 2,841,038 $ 2,323,466 $ 5,003,071 $ 4,555,886 Cost of products sold 930,871 705,860 1,528,880 1,290,845 Gross profit $ 1,910,167 $ 1,617,606 $ 3,474,191 $ 3,265,041 Selling, general and administrative expenses $ 2,945,532 $ 3,030,952 $ 5,318,184 $ 6,287,680 Research and development expenses 6,609 51,789 6,609 420,909 Depreciation and amortization expense 19,589 19,496 39,043 38,936 Total operating expenses $ 2,971,730 $ 3,102,237 $ 5,363,836 $ 6,747,525 Loss from operations $ ( 1,061,563 ) $ ( 1,484,631 ) $ ( 1,889,645 ) $ ( 3,482,484 ) Interest (expense) income, net 2,231 1,521 ( 9,540 ) 4,788 Loss before provision for income taxes $ ( 1,059,332 ) $ ( 1,483,110 ) $ ( 1,899,185 ) $ ( 3,477,696 ) Provision for income taxes - - - - Net loss $ ( 1,059,332 ) $ ( 1,483,110 ) $ ( 1,899,185 ) $ ( 3,477,696 ) Net loss per share applicable to common stockholders— Basic and Diluted ( 0.01 ) ( 0.02 ) ( 0.02 ) ( 0.04 ) Weighted average shares outstanding and to be issued— Basic and diluted 93,126,415 82,049,984 87,386,906 81,903,323 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 MILESTONE SCIENTIFIC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED) Common Stock Shares Common Stock Amount Additional Paid in Capital Accumulated Deficit Treasury Stock Total Stockholder Equity Balance as of January 1, 2026 80,486,449 $ 80,487 $ 137,418,974 $ ( 133,775,322 ) $ ( 911,516 ) $ 2,812,623 Stock based compensation 256,683 256,683 Common stock issued to board of directors for services 55,479 55,479 Net loss - - ( 839,853 ) - ( 839,853 ) Balance at March 31, 2026 80,486,449 80,487 137,731,136 ( 134,615,175 ) ( 911,516 ) 2,284,932 Stock based compensation - 254,098 - - 254,098 Common stock issued to board of directors for services 310,606 311 99,689 - - 100,000 Common Stock issued in private offerings net of conversion 6,662,962 6,663 1,513,977 1,520,640 Common Stock issued in private offerings for convertible notes 1,300,001 1,300 295,389 296,689 Common stock issued for consultant services 12,500 12 3,738 3,750 Common stock to be issued to employees for compensation 45,100 45,100 Common stock to be issued to consultants for compensation 25,000 25,000 Net loss - - - ( 1,059,332 ) - ( 1,059,332 ) Balance at June 30, 2026 88,772,518 $ 88,773 $ 139,968,127 $ ( 135,674,507 ) $ ( 911,516 ) $ 3,470,877 Common Stock Shares Common Stock Amount Additional Paid in Capital Accumulated Deficit Treasury Stock Total Stockholder Equity Balance as of January 1, 2025 78,047,798 $ 78,048 $ 134,719,274 $ ( 128,053,106 ) $ ( 911,516 ) $ 5,832,700 Stock based compensation - - 330,787 - - 330,787 Common stock to be issued to employees for bonuses - - 293,551 - - 293,551 Common stock issued to board of directors for services 182,584 182 ( 182 ) - - - Net loss - - - ( 1,994,586 ) - ( 1,994,586 ) Balance at March 31, 2025 78,230,382 78,230 $ 135,343,430 $ ( 130,047,692 ) $ ( 911,516 ) $ 4,462,452 Stock based compensation 159,679 - - 159,679 Common stock issued for payment of consultant services 207,604 208 201,043 - - 201,251 Common stock issued to board of directors for services 154,494 154 ( 154 ) - - - Net loss ( 1,483,110 ) - ( 1,483,110 ) Balance at June 30, 2025 78,592,480 $ 78,592 $ 135,703,998 $ ( 131,530,802 ) $ ( 911,516 ) $ 3,340,272 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 MILESTONE SCIENTIFIC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SIX MONTHS ENDED (UNAUDITED) June 30, 2026 June 30, 2025 Cash flows from operating activities: Net loss $ ( 1,899,185 ) $ ( 3,477,696 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 4,837 4,026 Amortization of intangibles 34,206 34,910 Stock based compensation 566,261 490,465 Employees paid in stock 145,099 293,551 Expense paid in stock 28,750 201,251 Bad debt expense 4,014 8,525 Amortization of right-of-use asset 57,889 57,356 Changes in operating assets and liabilities: Increase in accounts receivable ( 326,457 ) ( 217,350 ) Decrease (increase) in accounts receivable, related party 15,905 ( 6,429 ) Increase in Other Receivable ( 40,276 ) - Decrease in inventories 695,260 ( 183,802 ) Decrease in advances on contracts 131,479 143,976 Increase in prepaid expenses and other current assets ( 165,161 ) ( 72,938 ) Increase in accounts payable 523,594 429,192 Decrease (increase) in accounts payable, related party ( 452,018 ) 12,142 Decrease in accrued expenses ( 38,676 ) ( 407,536 ) Increase (decrease) in accrued expenses, related party 54,894 ( 25,108 ) Increase in other liabilities 218,146 - Decrease operating right of use lease asset ( 56,846 ) ( 56,808 ) Net cash used in operating activities $ ( 498,285 ) $ ( 2,772,273 ) Cash flows from investing activities: Purchase of furniture, fixtures, and equipment $ ( 5,771 ) $ ( 5,776 ) Net cash used in investing activities $ ( 5,771 ) $ ( 5,776 ) Cash flows from financing activities: Proceeds from the Private Placement $ 1,797,700 $ - Proceeds from convertible notes payable - 800,000 Payments of equity issuance costs ( 332,671 ) - Payments finance lease obligations ( 6,845 ) ( 5,695 ) Net cash provided by financing activities $ 1,458,184 $ 794,305 Net increase (decrease) in cash and cash equivalents $ 954,128 $ ( 1,983,744 ) Cash and cash equivalents at beginning of period 1,112,642 3,258,058 Cash and cash equivalents at end of period $ 2,066,770 $ 1,274,314 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Supplemental disclosure of noncash financing activities Convertible notes payable converted into common stock $ 350,000 $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 MILESTONE SCIENTIFIC INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 — ORGANIZATION AND BUSINESS All references in this report to “Milestone Scientific,” “us,” “our,” “we,” the “Company” or “Milestone” refer to Milestone Scientific Inc., and its consolidated subsidiaries, Wand Dental, Inc., and Milestone Innovations Inc. and Milestone Education LLC (all described below), unless the context otherwise indicates. Milestone Scientific is the owner of the following registered U.S. trademarks: CompuDent®; CompuMed®; CompuFlo®; DPS Dynamic Pressure Sensing technology®; Milestone Scientific ®; the Milestone logo ®; SafetyWand®; STA Single Tooth Anesthesia System®; and The Wand ®. Milestone Scientific is a biomedical technology company that patents, designs, develops and commercializes innovative diagnostic and therapeutic injection technologies and devices for medical and dental use. Since our inception, we have engaged in pioneering proprietary, innovative, computer-controlled injection technologies, and solutions for the medical and dental markets. We believe our technologies are proven and well established. We have focused our resources on redefining the worldwide standard of care for injection techniques by making the experience more comfortable for the patient by reducing the anxiety and stress of receiving injections from the healthcare provider. Our computer-controlled injection devices make injections precise, efficient, and virtually painless. Milestone Scientific has developed a proprietary computer-controlled anesthetic delivery system based on our DPS Dynamic Pressure Sensing Technology® platform. The technology is designed to address the limitations of the traditional manual syringe by enabling precise, controlled delivery of anesthetic and other injectable drugs, as well as fluid aspiration. Our proprietary DPS technology regulates flow rate and continuously monitors pressure at the tip of the needle, providing healthcare practitioners with greater control during injections. The platform supports a range of dental and medical applications, including local anesthesia, subcutaneous drug delivery, and regional anesthesia procedures. In particular, the technology has specific medical applications in epidural procedures, where dynamic pressure sensing can assist healthcare practitioners in identifying the epidural space. DPS serves as Milestone Scientific’s core technology platform and provides the foundation for the development of next-generation drug delivery and injection devices. Our device, using The Wand ® , a single use disposable handpiece, is marketed in dentistry under the trademark CompuDent ® , and STA Single Tooth Anesthesia System ® and is suitable for all dental procedures that require local anesthetic. The dental devices currently are sold in the United States, Canada and in over 33 other countries. Milestone Scientific also has 510(k) marketing clearance from the U.S. Food and Drug Administration (FDA) on the CompuFlo ® Epidural Computer Controlled Anesthesia System in the lumbar, thoracic and cervical thoracic junction of the spine region. In addition, Milestone Scientific has obtained CE mark approval and can be marketed and sold in most European countries. Our recent receipt of technology-specific CPT Code for the Company’s technology by the American Medical Association marks an important milestone that could increase the potential number of anesthesia pain management clinics adopting the CompuFlo instrument. A CPT code expands the potential for reimbursement of epidural procedures in pain management utilizing the CompuFlo Epidural System., which we believe should help accelerate the commercial roll-out of CompuFlo in the United States. NOTE 2 — GOING CONCERN AND LIQUIDITY Our financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements. The Company has incurred total losses since its inception of $ 135.7 million. The Company’s operating losses were approximately $ 1.1 and $ 1.9 million for the three and six months ended June 30, 2026. On June 30, 2026, Milestone Scientific had cash and cash equivalents of approximately $ 2.1 million and working capital of approximately $ 3.7 million. For the six months ended June 30, 2026, we had cash flows used in operating activities of approximately $ 498,000 . These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On April 20, 2026, the Company completed a private placement of 7,962,963 units of common stock and warrants to purchase common stock at a purchase price of $ 0.27 per unit, generating net proceeds of approximately $ 1.81 million, consisting of cash and a reduction in outstanding principal and accrued interest of the Company’s outstanding convertible notes, the holders of which applied such principal amounts toward the purchase of units in the offering in lieu of cash (the “Private Placement”). Each warrant entitles the holder to purchase one share of common stock at an exercise price of $ 0.3375 per share and is exercisable for a period of three years. If exercised in full, the warrants could provide up to approximately $ 2.69 million in additional gross proceeds; however, there can be no assurance that any or all of the warrants will be exercised. The Company’s recurring losses from operations, negative cash flows, and accumulated deficit raise substantial doubt about its ability to continue as a going concern. The completion of the private placement in April 2026 has improved the Company’s liquidity position; however, the Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient revenue, manage operating expenses, and, if necessary, obtain additional financing. 8 NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Milestone Scientific Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year or any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K. 2. Basic and Diluted Net Loss Per Common Share Milestone Scientific presents “basic” earnings (loss) per common share and, if applicable, “diluted” earnings (loss) per common share applicable to common stockholders pursuant to the provisions of ASC 260, “Earnings per Share”. Basic earnings (loss) per common share is calculated by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding and to be issued common shares as follows: 93,126,415 and 87,386,906 for the three and six months ended June 30, 2026 and 82,049,984 and 81,903,323 for the three and six months ended June 30, 2025, respectively. The calculation of diluted earnings per common share is like that of basic earnings per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period. Since Milestone Scientific had net losses in the three and six months ended June 30, 2026, and 2025, the assumed effects of the exercise of potentially dilutive outstanding stock options, unissued restricted stock awards (“RSA”), unconverted convertible notes and warrants were not included in the calculation as their effect would have been anti-dilutive. Such outstanding options, RSA’s unconverted convertible notes, and warrants totaled 15,302,498 and 3,792,211 for the three and six months ended June 30, 2026 and 2025, respectively. 3. Recent Accounting Pronouncements Recently Issued Accounting Pronouncement In November 2024, the Financial Accounting Standards Board, “FASB”, issued Accounting Standards Update “ASU” 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to improve the disaggregation of expenses within the consolidated statement of operations. The amendments in ASU 2024-03 require disclosures, in the notes to the consolidated financial statements, specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity disclose (a) employee compensation, (b) depreciation, and (c) intangible asset amortization included in each relevant expense caption; include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements; and disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendments in ASU 2024-03 are effective January 1, 2027, and effective for interim periods beginning January 1, 2028. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company will evaluate the impact of ASU 2024-03 on its financial statements. 4. 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” ). 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. 9 NOTE 4 — INVENTORIES, NET Inventories consist of the following: SCHEDULE OF INVENTORIES June 30, 2026 December 31, 2025 Dental finished goods $ 2,914,209 $ 3,598,270 Medical finished goods 81,511 108,975 Inventory finished goods 81,511 108,975 Component parts and other materials 90,857 74,592 Total inventories $ 3,086,577 $ 3,781,837 The Company had an allowance on slow moving Medical finished goods due to the slow adoption of the epidural instruments and handpieces for approximately $ 504,000 and $ 1.1 million as of June 30, 2026, and December 31, 2025, respectively. The decrease in the allowance was primarily attributable to the disposal of fully reserved inventory and resulted in an immaterial impact on the Company’s results of operations for the period. NOTE 5 — ADVANCES ON CONTRACTS The advances on contracts represent funding for future Single Tooth Anesthesia System® (STA) devices, epidural instruments, and epidural replacement parts. The balance of the advances as of June 30, 2026 and December 31, 2025, is approximately $ 1.3 and $ 1.4 million, respectively. The advance is classified as current based on the estimated annual usage of the underlying inventory. NOTE 6 — STOCKHOLDERS’ EQUITY WARRANTS On April 20, 2026, Company entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”) of an aggregate of 7,962,963 units (the “Units”), with each Unit consisting of (i) one share of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), and (ii) one warrant to purchase one share of Common Stock (each, a “Warrant”). The purchase price paid by the Purchasers for each Unit was $ 0.27 (the “Per Unit Purchase Price”). Certain directors and officers participated in the Private Placement, purchasing an aggregate of $ 150,000 of Units for cash and converting into Units a total of $ 351,000 in respect of convertible notes evidencing loans they made to the Company in 2025, in each case at the same price and (except for such conversion of loans) on the same terms as all other securities offered in the Private Placement. Each Warrant has an exercise price equal to 125 % of the Per Unit Purchase Price per share, or $ 0.3375 per warrant share, and will be exercisable after six (6) months from the closing and prior to the third anniversary of the closing for cash only. As of June 30, 2026, outstanding warrants were 7,962,962. The following table summarizes information about Warrants for the six month periods ending June 30, 2026 . SCHEDULE OF INFORMATION ABOUT SHARES ISSUABLE UNDER WARRANTS OUTSTANDING Number of Warrants Weighted Averaged Exercise Price $ Weighted Average Remaining Life Aggregate Intrinsic Options Value $ Warrants outstanding at January 1, 2026 - - - - Granted during 2026 7,962,963 $ 0.3375 3.00 - Warrants outstanding June 30, 2026 7,962,963 $ 0.3375 2.81 - 10 SHARES TO BE ISSUED As of June 30, 2026, and 2025, there were 3,596,260 and 3,076,871 shares to be issued, respectively, whose issuance has been deferred under the terms of employment and consulting agreements with officers and directors and other employees of Milestone Scientific. Such shares will be issued to each party upon termination of their employment or other relationship with the Company. As of June 30, 2026 and 2025 there were 1,088,369 and 631,792 respectively, shares to 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. Such shares will be issued to each party upon termination of their relationship with the Company. The following table summarizes information about shares to be issued for the six month periods ending June 30, 2026 and 2025. SCHEDULE OF SHARES TO BE ISSUED June 30, 2026 June 30, 2025 Shares-to-be-issued, outstanding January 1, 2026 and 2025, respectively 4,449,403 3,393,017 Shares-to-be-issued, outstanding beginning balance 4,449,403 3,393,017 Granted in current period 405,682 315,646 Issued in current period ( 170,455 ) - Shares-to be issued outstanding June 30, 2026 and 2025, respectively 4,684,630 3,708,663 Shares-to be issued outstanding ending balance 4,684,630 3,708,663 NOTE 7 — STOCK OPTION PLANS The Milestone Scientific Inc., Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) provides for awards of restricted common stock, restricted stock units, options to purchase shares and other awards. At June 30, 2026, the maximum number of shares that could be issued thereunder was 11,500,000 shares of common stock., On July 27, 2026, the stockholders of the Company amended the 2020 Plan to increase the maximum number of shares that can be issued thereunder to 28,750,000 shares of common stock. The plan expires in June 2031. Options may be granted to employees, directors, and consultants of Milestone Scientific for the purchase of shares of common stock at a price not less than the fair market value of common stock on the date of grant. Generally, options become exercisable over a 3 -year period from the grant date and expire 5 years after the date of grant. Additionally on April 30, 2026, the Compensation Committee recommended the grant of performance-based restricted stock units (“PRSUs”) to certain officers of the Company. As all of the PRSUs are to have the same performance milestones and other terms and conditions (other than the actual grant amounts), the Compensation Committee established a sub-plan of the 2020 Plan (the “Sub-Plan”) as the framework together with the 2020 Plan for the award of PRSUs (each, an “Award” and collectively, “Awards”), with a fixed pool of PRSUs. The total aggregate number of shares of common stock that to be issued under 2020 Plan will be adjusted to 28,734,635 , an increase of 17,234,635 shares as a result of the approval of the Sub-Plan (the “Aggregate Pool”). The recommendation of the award of PRSUs under the Sub-Plan was subject to stockholder approval to increase the number of shares covered by the 2020 Plan to account for the recommendation to issue PRSU awards under the Sub-Plan, which increase was approved by the stockholders at the Company’s Annual Meeting on July 27, 2026 as aforesaid. On April 30, 2026 (the “Effective Date”), the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company approved a one-time stock option exchange program (the “Exchange Program”) for outstanding stock options granted under the Company’s 2020 Plan and the applicable award agreements thereunder, held by Eric Hines, the President and Chief Executive Officer, and Jason Papes, the Senior Vice President, Global Head of Sales and Marketing, of the Company (“Eligible Options”), all of which have exercise prices that exceed the current fair market value of the Company’s common stock (the “Common Stock”). The Exchange Program was undertaken in accordance with, and as expressly permitted by, the 2020 Plan and the applicable award agreements thereunder, and provides that such eligible participants may voluntarily elect to surrender some or all of their Eligible Options in exchange for newly granted stock options to purchase shares of the Company’s Common Stock, at an exercise price reduced to $ 0.27 per share (the “Reduced Exercise Price, which exercise price equals the closing price of the Company’s Common Stock on the Effective Date (the “Repricing”). All of the Eligible Options (i) were granted under the 2020 Plan, (ii) as of the Effective Date, were held by continuing employees, (iii) had not previously been repriced and (iv) had an exercise price per share greater than the Reduced Exercise Price (the “Repriced Options”). The Repriced Options have the same vesting commencement date and expiration date as the respective Eligible Options surrendered. In addition, for each Repriced Option, the vesting schedule was modified such that the number of shares vesting on the applicable vesting commencement date was increased from 200,000 to 500,000 shares, constituting twenty-five percent ( 25 %) of the total number of shares subject to the Repriced Option, and providing for the vesting of the remainder of the shares subject to the Repriced Options in two equal tranches of 750,000 shares on the first and second anniversaries of the applicable vesting commencement date rather than over three years from the vesting commencement date, subject to the continued employment of the grantee on the applicable vesting date and compliance with certain restrictive covenants. No other changes were made to the Repriced Options as a result of the Repricing. The number of shares of Common Stock issuable upon the exercise of each of the Repriced Options ( 2.0 million shares), and the total number of shares underlying all Repriced Options ( 4.0 million shares), remains the same number of shares as underlying the respective Eligible Options surrendered, in accordance with the 2020 Plan. The Eligible Options previously had exercise prices ranging from $ 0.46 to $ 0.50 per share and were granted in August 2025. The Company accounted for each Repriced Option as a modification under ASC 718, Compensation—Stock Compensation , and the Company measured the fair value of the modified awards immediately before and immediately after the modification using the Black-Scholes-Merton option-pricing model. The Company estimated the fair value of the Repriced Options immediately before the Effective Date using the Black-Scholes option pricing model with the following assumptions: a risk-free interest rate of 3.86 %, expected volatility of 82.3 % (based on the Company’s historical volatility over the expected term), an expected term of 5.2 years, a dividend yield of 0 %, and a stock price ranging from $ 0.45 to $ 0.50 . The Company estimated the fair value of the Repriced Options immediately after the Effective 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 5.7 years, a dividend yield of 0 %, and a stock price of $ 0.27 . As a result of the measurement of the modified awards immediately before and after the modification date, the Company determined an incremental fair value of $ 146,000 related to the modified awards. This incremental fair value of $ 146,000 is being recognized as compensation expense over the remaining requisite service period of the replacement awards. Any unrecognized compensation cost associated with the original, canceled awards continues to be amortized over the original vesting periods. Milestone Scientific recognizes compensation expenses over the requisite service period and in the case of performance-based options over the period of the expected performance. For the three and six months ended June 30, 2026, Milestone Scientific recognized approximately $ 239,000 and $ 496,000 of total employee compensation cost, respectively, recorded in general and administrative expenses on the statement of operations. For the three and six months ended June 30, 2025, Milestone Scientific recognized approximately $ 158,000 and $ 329,000 of total employee compensation cost, respectively, recorded in general and administrative expenses on the statement of operations. As of June 30,2026, there was approximately $ 943,000 of total unrecognized compensation cost related to non-vested options. Milestone Scientific expects to recognize these costs over a weighted average period of 2.1 years. A summary of option activity for employees under the plans and changes during the six months ended June 30, 2026 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, 2026 6,032,175 1.15 8.13 - Granted during 2026 (1) 4,000,000 0.27 - - Forfeited or expired during 2026 (1) ( 4,032,175 ) 0.50 - - Options outstanding June 30, 2026 6,000,000 1.00 8.15 200,000 Exercisable, June 30, 2026 3,000,000 1.73 6.48 50,000 (1) Includes 4,000,000 stock options exchanged pursuant to the Exchange Program 11 A summary of option activity for non-employees under the plans and changes during the six months ended June 30, 2026 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, 2026 83,330 1.59 2.40 - Forfeited or expired during 2026 ( 16,666 ) 3.94 - - Options outstanding June 30, 2026 66,664 1.00 2.45 - Exercisable, June 30, 2026 49,994 1.02 2.10 - For the three and six months ended June 30, 2026 Milestone Scientific recognized approximately $ 1,200 and $ 2,400 expense related to non-employee options, respectively. For the three and six months ended June 30, 2025 Milestone Scientific recognized approximately $ 1,400 and $ 8,000 expense related to non-employee options, respectively. A summary of restricted stock under the plans and changes during the six months ended June 30, 2026 is presented below: SCHEDULE OF RESTRICTED STOCK Number of Shares Weighted Average Grant-Date Fair Value per Award Non-vested as January 1, 2026 - - Granted 681,818 0.33 Vested ( 340,910 ) 0.33 Non-vested as June 30, 2026 340,908 0.33 On January 1, 2026, the Company entered into restricted stock agreements with members of the Board of Directors of the Company. The Company granted 681,818 restricted stock awards with a fair market value of $ 0.33 per share. Such restricted stock vests as follows: 25% on the grant date in January 1, 2026, and the remaining 75% vesting 25% each on April 1, 2026, July 1, 2026 and October 1, 2026 . These awards vest immediately upon a change of control as defined in the agreements. For the three months ended June 30, 2026 and 2025, the Company recognized approximately $ 56,000 and $ 1,500 for restricted stock expenses recorded in general and administrative expenses on the statement of operation. For the six months ended June 30, 2026 and 2025, the Company recognized approximately $ 112,000 and $ 155,500 for restricted stock expenses recorded in general and administrative expenses on the statement of operation. As of June 30, 2026 there was $ 113,000 of unrecognized compensation expense related to these awards. NOTE 8 — INCOME TAXES The utilization of Milestone Scientific’s net operating losses may be subject to a substantial limitation due to the “change of ownership provisions” under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result in the expiration of the net operating loss carry forwards before their utilization. Milestone Scientific has established a 100 % valuation allowance for all its deferred tax assets due to uncertainty as to their future realization. NOTE 9 — SEGMENT AND GEOGRAPHIC DATA Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer (the “CODM”). The Company conducts its business through two reportable segments: Dental and Medical. These segments offer different products and services to different customer bases. The CODM assesses the financial performance of the segment and decides how to allocate resources based on Product sales, net, and operating income (loss). The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below, and these include costs associated with executive management, investor relations, patents, trademarks, licensing agreements, new instruments developments, financing activities and public company compliance. 12 The following tables present information about our reportable and operating segments for the three and six months ended June 30, 2026, and 2025: SCHEDULE OF REPORTABLE AND OPERATING SEGMENTS Corporate Dental Medical Total Three Months ended June 30, 2026 Corporate Dental Medical Grand Total Product sales, net - 2,734,638 106,400 2,841,038 Cost of products sold - 906,033 24,838 930,871 Gross Margin - 1,828,605 81,562 1,910,167 Salaries & employee benefits 257,658 396,390 209,249 863,297 Stock-based compensation expense 254,098 - - 254,098 Royalty expense - 145,430 5,320 150,750 Marketing ( 7,935 ) 70,049 45,456 107,570 Rent & occupancy costs 16,722 8,533 5,333 30,588 Consultants and professional services fees 730,328 34,121 52,810 817,259 Insurance 41,248 45,554 40,284 127,086 Warehousing expense 2,458 152,147 20,776 175,381 Regulatory expense 119,332 8,648 2,312 130,292 Travel expense 22,458 39,628 25,225 87,311 Research and development expense - 6,609 - 6,609 Depreciation and amortization expense 19,589 - - 19,589 Other segment items 71,549 124,222 6,129 201,900 Total operating expenses 1,527,505 1,031,331 412,894 2,971,730 Operating income (loss) ( 1,527,505 ) 797,274 ( 331,332 ) ( 1,061,563 ) Corporate Dental Medical Total Three Months ended June 30, 2025 Corporate Dental Medical Grand Total Product sales, net - 2,291,366 32,100 2,323,466 Cost of products sold - 704,866 994 705,860 Gross Margin - 1,586,500 31,106 1,617,606 Salaries & employee benefits 206,777 440,463 192,733 839,973 Stock-based compensation expense 159,678 - - 159,678 Royalty expense - 118,174 1,605 119,779 Marketing 10,156 48,047 19,907 78,110 Rent & occupancy costs 21,703 13,852 8,657 44,212 Consultants and professional services fees 698,388 83,134 119,069 900,591 Insurance 40,503 45,225 40,078 125,806 Warehousing expense 5,033 106,685 17,188 128,906 Regulatory expense 263,931 66,144 3,087 333,162 Travel expense 12,005 25,870 35,330 73,205 Research and development expense - 47,089 4,700 51,789 Depreciation and amortization expense 19,496 - - 19,496 Other segment items 79,433 136,193 11,904 227,530 Total operating expenses 1,517,103 1,130,876 454,258 3,102,237 Operating income (loss) ( 1,517,103 ) 455,624 ( 423,152 ) ( 1,484,631 ) 13 Corporate Dental Medical Total Six Months ended June 30, 2026 Corporate Dental Medical Grand Total Product sales, net - 4,789,071 214,000 5,003,071 Cost of products sold - 1,490,614 38,266 1,528,880 Gross Margin - 3,298,457 175,734 3,474,191 Salaries & employee benefits 434,908 815,841 437,554 1,688,303 Stock-based compensation expense 566,261 - - 566,261 Royalty expense - 235,668 10,700 246,368 Marketing 23,455 106,416 51,424 181,295 Rent & occupancy costs 36,455 25,599 15,999 78,053 Consultants and professional services fees 991,573 62,838 154,688 1,209,099 Insurance 83,074 91,647 80,904 255,625 Warehousing expense 3,741 283,243 18,177 305,161 Regulatory expense 208,138 12,133 4,625 224,896 Travel expense 46,848 64,957 36,036 147,841 Research and development expense - 6,609 - 6,609 Depreciation and amortization expense 39,043 - - 39,043 Other segment items 144,884 260,397 10,001 415,282 Total operating expenses 2,578,380 1,965,348 820,108 5,363,836 Operating income (loss) ( 2,578,380 ) 1,333,109 ( 644,374 ) ( 1,889,645 ) Corporate Dental Medical Total Six Months ended June 30, 2025 Corporate Dental Medical Grand Total Product sales, net - 4,472,536 83,350 4,555,886 Cost of products sold - 1,289,761 1,084 1,290,845 Gross Margin - 3,182,775 82,266 3,265,041 Salaries & employee benefits 323,885 881,961 398,847 1,604,693 Stock-based compensation expense 490,466 - - 490,466 Royalty expense - 228,102 4,168 232,270 Marketing 14,417 131,676 44,227 190,320 Rent & occupancy costs 34,411 26,373 16,483 77,267 Consultants and professional services fees 1,783,082 140,795 261,359 2,185,236 Insurance 83,375 94,222 82,514 260,111 Warehousing expense 6,238 219,000 25,961 251,199 Regulatory expense 328,821 82,994 5,399 417,214 Travel expense 16,479 57,538 65,292 139,309 Research and development expense - 411,896 9,013 420,909 Depreciation and amortization expense 38,936 - - 38,936 Other segment items 152,951 273,239 13,405 439,595 Total operating expenses 3,273,061 2,547,796 926,668 6,747,525 Operating income (loss) ( 3,273,061 ) 634,979 ( 844,402 ) ( 3,482,484 ) June 30, 2026 Dental Medical Corporate Total Total Assets $ 5,271,616 $ 381,309 $ 2,694,873 $ 8,347,798 5,271,616 381,309 2,694,873 8,347,798 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 14 NOTE 10 – CONCENTRATIONS Milestone Scientific has informal arrangements with third-party U.S. manufacturers of the STA devices and epidural instruments pursuant to which they manufacture these products under specific purchase orders that contain advance payments for long lead items for production. Advances on contracts have been classified as current at June 30, 2026 and December 31, 2025. The termination of the manufacturing relationship with any of these manufacturers could have a material adverse effect on Milestone Scientific’s ability to produce and sell its products. Although alternate sources of supply exist, and new manufacturing relationships could be established, Milestone Scientific would need to recover its existing tools or have new tools produced. Establishment of new manufacturing relationships could involve significant expense and delay. Any curtailment or interruption of the supply, because of the termination of such a relationship, would have a material adverse effect on Milestone Scientific’s financial condition, business, and results of operations. On January 3, 2023, the Company launched an E-Commerce platform selling and shipping STA instruments and handpieces directly to dental offices and dental groups within the U.S. For the three months ended June 30, 2026, E-Commerce accounted for 41 % of net product sales, and no international distributors accounted for over 10 % of net product sales. For the three months ended June 30, 2025, E-commerce accounted for 53 % of net product sales, and one international distributor accounted for 10 % of net product sales. For the six months ended June 30, 2026, E-Commerce accounted for 45 % of net product sales, and no international distributors accounted for over 10 % of net product sales. For the six months ended June 30, 2025, E-commerce accounted for 50 % of net product sales, and no international distributor accounted for 10 % of net product sales. The Company had three distributors that accounted for 20 %, 13 %, 11 % of accounts receivable, respectively, as of June 30, 2026. The Company had three distributors that accounted for 32 %, 21 % and 11 % of accounts receivable, respectively as of December 31, 2025. As of June 30, 2026, the Company had three suppliers that accounted for 22 %, 20 %, and 12 % respectively, of accounts payable and accounts payable, related party. The Company had three suppliers that accounted for 38 %, 22 %, and 10 %, respectively of accounts payable and accounts payable, related to the party as of December 31, 2025. NOTE 11 — RELATED PARTY TRANSACTIONS United Systems In June 2021, the Company entered into a ten-year supply agreement with United Systems, the principal supplier of its handpieces. United Systems is considered a related party because its controlling shareholder, Tom Cheng, is also a stockholder of the Company. Under the agreement, the Company procures products pursuant to individual purchase orders and has no minimum purchase commitments. Purchases from this supplier were approximately $ 222,000 and $ 471,000 for the three and six months ended June 30, 2026. Purchases from this supplier were approximately $ 285,000 and $ 772,000 for the three and six months ended June 30, 2025. As of June 30, 2026, and December 31, 2025, Milestone Scientific owed this supplier approximately $ 667,000 and $ 1,100,000 , respectively, which is included in accounts payable and accrued expenses related party on the unaudited condensed consolidated balance sheets. Director of Clinical Affairs The Company pays royalty fees to its Director of Clinical Affairs pursuant to a Technology Sale Agreement, as amended, relating to Company products embodying technology covered by patents purchased by the Company from the Director of Clinical Affairs, including U.S. Patent No. 7,625,354, relating to the Company’s computer-controlled local anesthetic delivery system and associated handpiece, and U.S. Patent No. 7,618,409, relating to methods of administering an anesthetic using the system and handpiece. Royalty fee attributable to the Director of Clinical Affairs was approximately $ 151,000 and $ 246,000 for the three and six months ended June 30, 2026, respectively, compared with approximately $ 119,000 and $ 232,000 for the three and six months ended June 30, 2025, respectively. In addition, consulting expense attributable to the Director of Clinical Affairs was approximately $ 25,000 and $ 50,000 for the three and six months ended June 30, 2026, respectively, compared with approximately $ 39,000 and $ 78,000 for the three and six months ended June 30, 2025, respectively. Under such Technology Sale Agreement, as amended, the Director of Clinical Affairs is also entitled to receive stock options upon the issuance of patents for inventions made by the Director of Clinical Affairs and purchased by the Company. Any options granted upon the achievement of such patent-related milestones are measured and recognized as stock-based compensation expense in accordance with the applicable accounting guidance and the terms of the related award agreement. As of June 30, 2026 and December 31, 2025, had recorded accrued but unpaid royalties owed to the Director of Clinical Affairs of approximately $ 392,000 and $ 289,000 , respectively. These amounts are included in accounts payable—related party and accrued expenses—related party in the Company’s consolidated balance sheets. 15 Directors Leonard Osser On April 6, 2021, Leonard Osser entered into a succession agreement with the Company and U.S. Asian Consulting Group, LLC (“U.S. Asian”), a company of which Mr. Osser is a principal and, together with his wife, the sole members (the “Succession Agreement”). The Succession Agreement restructured certain compensation arrangements under Mr. Osser’s July 2017 employment agreement with the Company (the “Osser Employment Agreement”) and U.S. Asian’s July 2017 consulting agreement with the Company (the “Osser Consulting Agreement”). Under the Succession Agreement, annual compensation under the Osser Employment Agreement was reduced by $ 100,000 to $ 200,000 , divided equally between cash and equity compensation. Annual compensation under the Osser Consulting Agreement was increased by $ 100,000 to $ 200,000 , also divided equally between cash and equity compensation. The equity compensation component was transferred from the Osser Employment Agreement to the Osser Consulting Agreement. On May 19, 2021, Mr. Osser stepped down as Interim Chief Executive Officer and assumed the role of Vice Chairman of the Board. In connection with his appointment as Vice Chairman and his continuing 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 of the common stock on the grant date. The options vest over 5 five years and expire ten years from the date of grant. Mr. Osser resigned from the Company’s Board of Directors effective November 7, 2025. New Osser Agreement On June 19, 2026, the Company entered into a new agreement with Mr. Osser and U.S. Asian, effective as of April 1, 2026 (the “New Osser Agreement”). The New Osser Agreement amended the Osser Employment Agreement, the Osser Consulting Agreement and the Succession Agreement. With respect to periods before April 1, 2026, the New Osser Agreement provides that the Osser Consulting Agreement and the portions of the Succession Agreement relating to the Osser Consulting Agreement were canceled and terminated. As a result, the Company has no further obligation to make payments or provide benefits under those arrangements, whether in cash or shares. Mr. Osser also waived compensation and other amounts and benefits owed under the Osser Employment Agreement, subject to and conditioned upon the Company’s: ● payment of an aggregate of $ 64,080 of past-due amounts; ● payment of $ 75,000 as a catch-up payment relating to the period from July 2025 through March 2026; and ● reimbursement of certain China-related travel and other expenses. Shares having a value of $ 50,000 that were earned under the prior Osser agreements on or before March 31, 2026 remain deliverable in accordance with the applicable terms of those agreements. All shares that otherwise would have been earned for periods after March 31, 2026 were forfeited. Effective April 1, 2026, under the New Osser Agreement, Mr. Osser’s position was changed to Advisor to the Chief Executive Officer. The modified Osser Employment Agreement continues through July 17, 2027. During this period, Mr. Osser is entitled to annual cash compensation of $ 48,000 , continuation of health benefits for himself and his wife, and a car allowance, subject to the limitations provided in the New Osser Agreement. If the Company terminates Mr. Osser’s employment without cause, other than due to death or disability, if Mr. Osser terminates his employment for good reason, or if the Company fails to make a required payment within 30 days after its scheduled payment date, Mr. Osser is entitled to receive any amounts accrued through the termination or default date. He is also entitled to a lump-sum payment equal to the unpaid base salary, car allowance and healthcare payments that otherwise would have been payable through July 10, 2027. These amounts are payable in lieu of any termination-related payments under the prior Osser agreements. For the three and six months ended June 30, 2026, the Company recorded $ 14,000 and $ 64,000 of expense under the Osser Employment Agreement. Fo r the three and six months ended June 30, 2026, the Company recorded $ 0.00 and $ 50,000 of expense under the Osser Consulting Agreement. For the three and six months ended June 30, 2025, the Company recorded $ 50,000 and $ 100,000 of expense under the Osser Employment Agreement. Mr. Osser and his wife also entered into lock-up agreements restricting the transfer of their shares of the Company’s common stock through April 20, 2027. The lock-up agreements do not restrict the transfer of 363,339 shares for which the restrictive legends had previously been removed. Beneficial Ownership As of June 30, 2026, Mr. Osser beneficially owned 2,844,028 shares of the Company’s common stock and is entitled to receive an additional 3,394,200 upon the termination of his Employment and Consulting Agreement. The previously disclosed statement that Mr. Osser was entitled to receive an additional 3,394,200 shares upon termination of the Osser Employment Agreement has been removed because the New Osser Agreement waived and restructured the relevant compensation obligations and provides that shares relating to periods after March 31, 2026 were forfeited. Dr. D. Demesmin, Director As of February 2024, the University Pain Medicine Center (STEMMEE), of which Dr. D. Demesmin, a member of the Company’s Board of Directors, serves as Chief Executive Officer, agreed to purchase products from the Company under terms and conditions consistent with those offered to other medical pain clinics in the United States. STEMMEE purchased medical products totaling approximately $ 12,000 and $ 18,000 for each of the three and six months ended June 30, 2026. STEMMEE purchased medical products totaling approximately $ 15,000 and $ 21,000 for each of the three and six months ended June 30, 2025. The Company was owed approximately $ 9,600 and $ 25,500 as of June 30, 2026 and December 31, 2025, respectively. These amounts are regarded in related party accounts receivable. 16 Arjan J. Haverhals, Director The Company entered into a consulting agreement with Jan Adriaan (Arjan) Haverhals (the “Haverhals Consulting Agreement”), effective January 1, 2025. The Haverhals Consulting Agreement continues for an indefinite term unless terminated in accordance with its terms. Either party may terminate the Haverhals Consulting Agreement upon 90 days’ prior written notice. The Company may terminate the Haverhals Consulting Agreement upon 30 days’ prior written notice in the event of Mr. Haverhals’ inability to provide services. Under the Haverhals Consulting Agreement, Mr. Haverhals is entitled to receive consulting fees at an annual rate of $ 350,000 , payable monthly in arrears. For 2025, compensation was structured as follows: ● $ 150,000 for the first calendar quarter of 2025; and ● $ 67,000 for each subsequent calendar quarter of 2025. The Company recorded consulting expense of approximately $ 67,000 and $ 216,000 for the three and six months ended June 30, 2025 related to the Haverhals Consulting Agreement. No expense was recorded for the three and six months ended June 30, 2026. Mr. Haverhals is entitled to reimbursement of reasonable expenses incurred in connection with the performance of his services. He serves as an independent contractor and is not eligible for Company-provided employee benefits, including health or accident insurance, life insurance, paid sick leave, or paid vacation. In connection with the Haverhals Consulting Agreement, Mr. Haverhals entered into the Company’s standard form of non-disclosure, non-solicitation, non-competition, and invention assignment agreement. As of June 30, 2026, and December 31, 2025, the Company owed Mr. Haverhals approximately $ 0 and $ 89,000 , respectively, under the Haverhals Consulting Agreement, which is included in accounts payable—related party in the Company’s condensed consolidated balance sheets. Subsequent to December 31, 2025, Mr. Haverhals agreed to waive approximately $ 66,000 of amounts payable to him, which had previously been included in accounts payable—related party. Pursuant to the Haverhals Consulting Agreement, Mr. Haverhals is entitled to receive 895,013 shares of the Company’s common stock six months following his resignation as Chief Executive Officer, subject to the terms of the Haverhals Consulting Agreement. As of June 30, 2026, such shares had not been issued. At the Company’s Annual Meeting of Stockholders held on December 18, 2025, Mr. Haverhals was not re-elected to the Board of Directors, and his term as a director expired at the conclusion of the Annual Meeting. April 2025 Convertible Notes On April 9, 2025, the Company issued a series of promissory notes in the aggregate amount of $ 800,000 to Mr. Neal Goldman, Ms. Benedetta Casamento, and Dr. Didier Demesmin, each of whom is a director of the Company. The notes are due April 9, 2028 and bear interest at the annual rate of prime less 2.50 %, payable annually. All principal and interest shall be payable in cash and/or shares of common stock at the sole discretion of the Company. The notes are convertible into shares of common stock by the holder at any time and by the Company at maturity. If the Company sells equity securities for gross proceeds in excess of $ 4,000,000 , the holders may request repayment of their note in either cash, shares of common stock or a combination of cash and shares; provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use of the proceeds in the relevant offering or disclosure documentation, shall be in excess of $ 4,000,000 . Upon a liquidation event of the Company, as defined in the notes which includes a sale of the Company or assets, a merger, reorganization or combination transaction where the shareholders before the transaction own less than 50 % of the Company after the transaction and a liquidation, dissolution or winding-up of the Company, the notes will be repaid in cash or its portion of any non-cash consideration. The conversion rate for any issuance of shares of common stock will be at the then fair value of a share of common stock, with the fair value being determined with reference to the public market price of a share of common stock, but not less than $ 0.50 . The notes are unsecured and have typical default terms. On April 20, 2026, the Company completed the Private Placement of 7,962,963 units at a purchase price of $ 0.27 per unit, generating gross proceeds of approximately $ 2.15 million, consisting of $ 1.80 million in cash and a reduction of $ 351,000 in outstanding principal of the Company’s Convertible Notes, the holders of which applied such principal amounts toward the purchase of units in the offering in lieu of cash. Each of Mr. Neal Goldman, Ms. Benedetta Casamento and Dr. Didier Demesmin reduced their outstanding aggregate principal amount of Convertible Notes by $ 219,375 , $ 87,750 and $ 43,875 , respectively and received 812,501 , 325,000 and 162,500 shares and warrants, respectively. On July 24, 2026, the Company received notices of conversion (the “Conversion Notices”) from Benedetta Casamento, Dr. Didier Demesmin and Neal Goldman, each of whom is a director of the Company (collectively, the “Holders”), with respect to the Company’s amended and restated Convertible Notes. The Conversion Notices constitute the Holders’ elections, pursuant to Section 5(a) of the Convertible Bridge Notes, to convert the remaining outstanding principal amount and accrued interest under their respective Convertible Notes into shares of the Company’s common stock, effective automatically at such time as the Fair Value (as defined in the Convertible Notes) of the common stock is not less than $ 0.50 per share and the applicable Holder is permitted to buy and sell securities of the Company in compliance with the Company’s Insider Trading Policy. 17 BP4 S.r.l. / Innovest S.p.A. BP4 S.r.l. / Innovest S.p.A.\n\nBP4 S.r.l. (“BP4”) is a significant shareholder of the Company, beneficially owning approximately 11.31 % of the Company’s outstanding common stock, and is considered a related party. On January 15, 2026, the Company entered into an Amended and Restated Memorandum of Understanding (the “MOU”) with Innovest S.p.A., as the holder of certain consent and blockage rights with respect to BP4. Pursuant to the MOU, and subject to certain conditions, BP4 agreed to enter into a lock-up agreement pursuant to which it would not distribute or sell any of its shares of capital stock of the Company for twelve months following consummation of a $2.5 million offering by the Company. The lock-up provides for early release if the Company’s stock price exceeds specified thresholds for a defined period, permitting partial distributions of shares to BP4’s quotaholders. The Company paid BP4 $60,000 in respect of additional disbursements accumulated in connection with the transaction contemplated by the MOU, which payments are subject to an aggregate cap of $100,000. On March 31, 2026, the Company entered into an amendment to the MOU to, among other things, revise the definition of “Qualified Offering” in order to facilitate an offering by the Company, and required certain additional persons and entities to enter into lock-up agreement. The Private Placement on April 20, 2026 satisfied the requirement of a “Qualified Offering” and the required additional persons and entities signed lock-up agreements. Bendetta Casamento-Executive Chairman. On June 24, 2026, the Board, with Benedetta Casamento not in attendance, determined, in view of the increased role played, and to continue to be played, by Ms. Casamento in the business and affairs of the Company, to approve the recommendation of the Compensation Committee, electing Ms. Casamento as Executive Chairman. Prior to becoming Executive Chairman, Ms. Casamento has been the Chairman of the Board of the Company as an independent director, devoting substantial time and effort to the Company. As Executive Chairman, she is expected to enhance executive leadership, strategic oversight, investor engagement, and corporate development support for the Company. Her duties and responsibilities as Executive Chairman include, without limitation, working collaboratively with the Chief Executive Officer and senior management to establish and execute the Company’s strategic objectives, supporting corporate development initiatives, including strategic partnerships, acquisitions, licensing opportunities, and commercial growth initiatives, assisting with investor relations activities, capital markets initiatives, financing transactions, and communications with current and prospective investors, and advising management on operational, financial, regulatory, and governance matters affecting the Company. For her services as Executive Chairman, the Company has agreed to pay her, (1) a salary at the rate of $75,000 per year as supplemental cash compensation, (2) 115.385% of the amount per year she would receive each year she is Executive Chairman if she remained an independent director and for being the chair and member of the committees she was chair and a member for such period (the “Director Equivalent”), in equity awards, in lieu of the equity she had previously been receiving as compensation in respect of such Board and committee service, and otherwise with the same vesting and other terms as awards of equity to directors for such Board and committee service, and (3) a one-time grant of $100,000 of shares of restricted common stock of the Company vesting on July 1, 2026. For the current year, the amount referred to in clause (1) above shall be $75,000, based on the Director Equivalent of $65,000. As Executive Chairman, Ms. Casamento would also be entitled to participate in the employee benefit plans and programs of the Company in which other senior executives of the Company participate, subject to eligibility requirements, enrollment criteria, and the other terms and conditions of such plans and programs. Ms. Casamento is no longer considered an independent director, and she resigned from the committees on which she served. On June 24, 2026, Ms. Casamento and the Company entered into an employment letter agreement with respect to her status as Executive Chairman. The foregoing description of the material terms of such letter agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which, previously filed with the Company’s Form 8-K, is an as Exhibit hereto. NOTE 12 — COMMITMENTS (1) Contract Manufacturing Agreement Milestone Scientific has informal arrangements with third-party manufacturers of the STA devices and epidural instruments pursuant to which they manufacture these products under specific purchase orders but without any long-term contract or minimum purchase commitment. The Company has a purchase commitment for the delivery of 1,650 STA instruments as of June 30, 2026. As of June 30, 2026 and December 31, 2025, the purchase order commitment was approximately 871,000 respectively, and approximately $ 1.4 million was paid and reported in advance on contracts in the unaudited condensed consolidated balance sheet. The Company also had advances on contracts of approximately $ 364,000 related to materials for future purchase orders for the manufacture of its next-generation dental instrument. The advances in contracts represent funding for future epidural instruments and epidural replacement parts. As of June 30, 2026 and December 31, 2025, the Company also has advances on an open purchase order for long lead items for a future purchase order for the manufacturing of Epidural instruments of approximately $ 34,000 , respectively. (2) Operating Leases The Company identified and assessed the following significant assumptions in recognizing its right-of-use assets and corresponding lease liabilities: ● As 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. The components of lease expense were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Three months ended Six months ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Cash paid for operating lease liabilities $ 31,882 $ 31,882 $ 31,882 $ 63,764 Cash paid for finance lease liabilities 3,417 3,417 3,417 6,834 Weighted Average Remaining Lease Term Finance leases (years) 3.27 years 4.50 years Operating leases (years) 0.75 years 1.75 years Weighted-average discount rate – operating leases 9.20 % 9.20 % Weighted-average discount rate – finance leases 9.20 % 9.20 % NOTE 13 — SUBSEQUENT EVENT On July 27, 2026, the Company held its 2026 Annual Meeting of Stockholders. At the Annual Meeting, the Company’s stockholders: ● Elected Benedetta Casamento, Neal Goldman, Eric Hines, Dr. Didier Demesmin and Dr. Dawood Sayed to serve as directors until the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; ● Approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 125,000,000 to 135,000,000 ; ● Approved an amendment to the Company’s Amended and Restated 2020 Equity Incentive Plan to increase the number of shares of common stock reserved and available for issuance under the plan from 11,500,000 to 28,750,000 ; ● Approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; and ● Ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. On July 29, 2026, the Board of Directors: ● Re-elected each of Kelly Ulto and Greg Shilling to serve as a director of the Company, effective July 27, 2026, until the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”) or until their respective successor is duly elected and qualified, or such director’s earlier resignation or removal ● Reaffirmed its determination that each of Ms. Ulto and Mr. Shilling is independent under the applicable NYSE American listing standards; ● Reaffirmed its determination that Ms. Ulto qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K as well as Rule 10A-3 under the Securities Exchange Act of 1934, as applicable; ● Appointed Ms. Ulto as Chair of the Audit Committee and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee; and ● Appointed Mr. Shilling as Chair of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee. These events occurred subsequent to June 30, 2026 and did not require adjustment to the Company’s unaudited condensed consolidated financial statements. 18 ITEM 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements. OVERVIEW Milestone Scientific Inc. is a biomedical technology company that designs, develops, patents, and commercializes innovative diagnostic and therapeutic injection technologies for medical and dental applications. The Company’s common stock trades on the NYSE American under the symbol “MLSS.” The Company’s proprietary Dynamic Pressure Sensing Technology® (DPS) platform is a computer-controlled system designed to improve the precision, efficiency, and patient comfort of injections by regulating flow rate and monitoring pressure at the needle tip in real time. The Company operates in two reportable segments: ● Dental , which represents the Company’s primary source of revenue and is driven by sales of instruments and recurring handpiece consumables; and ● Medical , which represents a strategic growth area focused on the commercialization of the CompuFlo® Epidural System. The Company continues to focus on expanding adoption of its DPS technology platform, advancing commercialization of its Medical segment, and maintaining disciplined cost management while supporting targeted growth initiatives. The following table shows a breakdown of Milestone Scientific’s product sales (net), domestically and internationally, by business segment, product category: Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Dental Medical Grand Total Dental Medical Grand Total Domestic-US Instruments $ 183,290 $ - $ 183,290 $ 183,190 $ 2,000 $ 185,190 Handpieces $ 1,047,625 $ 104,400 $ 1,152,025 1,085,047 30,100 1,115,147 Other $ 22,122 $ - $ 22,122 10,029 - 10,029 Grand Total $ 1,253,037 $ 104,400 $ 1,357,437 $ 1,278,266 $ 32,100 $ 1,310,366 International Rest of World Instruments $ 252,458 $ - $ 252,458 $ 269,871 $ - $ 269,871 Handpieces $ 723,184 $ 2,000 $ 725,184 732,218 - 732,218 Other $ 7,739 $ - $ 7,739 11,011 - 11,011 Grand Total $ 983,381 $ 2,000 $ 985,381 $ 1,013,100 $ - $ 1,013,100 International China Instruments $ 294,000 $ - $ 294,000 $ - $ - $ - Handpieces 204,220 - 204,220 - - - Other - - - - - - Grand Total $ 498,220 $ - $ 498,220 $ - $ - $ - Total Product Sales $ 2,734,638 $ 106,400 $ 2,841,038 $ 2,291,366 $ 32,100 $ 2,323,466 19 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Dental Medical Grand Total Dental Medical Grand Total Domestic-US Instruments $ 344,922 $ 28,300 $ 373,222 $ 361,065 $ 5,000 $ 366,065 Handpieces 2,064,989 179,600 2,100,894 2,100,894 74,350 2,175,244 Other 44,084 - 44,084 24,389 - 24,389 Grand Total $ 2,453,995 $ 207,900 $ 2,661,895 $ 2,486,348 $ 79,350 $ 2,565,698 International Rest of World Instruments $ 499,553 $ 4,100 $ 503,653 $ 344,814 $ 4,000 $ 348,814 Handpieces 1,305,669 2,000 1,307,669 1,508,065 - 1,508,0657 Other 31,634 - 31,634 23,309 - 23,309 Grand Total $ 1,836,856 $ 6,100 $ 1,842,956 $ 1,876,188 $ 4,000 $ 1,880,188 International China Instruments $ 294,000 $ - $ 294,000 $ 110,000 $ - $ 110,000 Handpieces 204,220 - 204,220 - - - Other - - - - - - Grand Total $ 498,220 $ - $ 498,220 $ 110,000 $ - $ 110,000 Total Product Sales $ 4,789,071 $ 214,000 $ 5,003,071 $ 4,472,536 $ 83,350 $ 4,555,886 Current Product Platform See Note 1, “Organization and Business”. Results of Operations The following table sets forth the consolidated results of operations for the three months ended June 30, 2026 and 2025, respectively. The trends suggested by this table may not be indicative of future operating results: Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 Product sales, net $ 2,841,038 $ 2,323,466 $ 5,003,071 $ 4,555,886 Cost of products sold 930,871 705,860 1,528,880 1,290,845 Gross profit $ 1,910,167 $ 1,617,606 $ 3,474,191 $ 3,265,041 Selling, general and administrative expenses $ 2,945,532 $ 3,030,952 $ 5,318,184 $ 6,287,680 Research and development expenses 6,609 51,789 6,609 420,909 Depreciation and amortization expense 19,589 19,496 39,043 38,936 Total operating expenses $ 2,971,730 $ 3,102,237 $ 5,363,836 $ 6,747,525 Loss from operations $ (1,061,563 ) $ (1,484,631 ) $ (1,889,645 ) $ (3,482,484 ) Interest (expense) income, net 2,231 1,521 (9,540 ) 4,788 Loss before provision for income taxes $ (1,059,332 ) $ (1,483,110 ) $ (1,899,185 ) $ (3,477,696 ) Provision for income taxes - - - - Net loss $ (1,059,332 ) $ (1,483,110 ) $ (1,899,185 ) $ (3,477,696 ) 20 Three months ended June 30, 2026 compared to three months ended June 3, 2025 Net sales for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 2,734,638 $ 2,291,366 $ 443,272 Medical 106,400 32,100 74,300 Total sales, net $ 2,841,038 $ 2,323,466 $ 517,572 Total product sales for the three months ended June 30, 2026 were approximately $2.8 million, compared to approximately $2.3 million for the same period in 2025, representing an increase of approximately $518,000, or 22.3%. Dental product revenue was approximately $2.7 million, an increase of approximately $443,000, or 19.3%, compared with the prior-year period. The increase was primarily driven by approximately $498,000 of sales to customers in China during the current quarter, compared with no sales to China in the prior-year period. This increase was partially offset by modest decreases in sales in the United States and other international markets of approximately 2% and 3%, respectively, which may reflect normal fluctuations in distributor ordering patterns and broader market conditions. Medical revenue increased to approximately $106,000, compared to approximately $32,000 in the prior period, representing an increase of approximately $74,000, or 231.5%. The increase reflects continued early-stage adoption and commercialization of the Company’s medical products. Overall, the increase in total net sales was driven by growth in both the Dental and Medical segments, notwithstanding continued variability in certain international markets. Gross profits for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 1,828,605 $ 1,586,500 $ 242,105 Medical 81,562 31,106 50,456 Total gross profit $ 1,910,167 $ 1,617,606 $ 292,561 Gross margin was approximately 67.2% for the three months ended June 30, 2026, compared with approximately 69.6% for the same period in 2025. Gross profit increased by approximately $293,000, or 18.1%, primarily due to higher sales in both the Dental and Medical segments. Dental gross profit increased by approximately $242,000, while Medical gross profit increased by approximately $50,000. Gross margin decreased by approximately 2.4 percentage points, primarily due to product and customer mix and increased product costs, including tariffs imposed on certain imported products and components. These cost pressures were partially offset by the higher level of sales during the current period. 21 Selling, general and administrative expenses for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 1,024,724 $ 1,083,794 $ (59,070 ) Medical 412,894 449,551 (36,657 ) Corporate 1,507,914 1,497,607 (10,307 ) Total selling, general and administrative expense $ 2,945,532 $ 3,030,952 $ (85,420 ) Total operating expenses decreased by approximately $0.1 million, or 4.2%, to approximately $3.0 million for the three months ended June 30, 2026, compared with approximately $3.1 million for the three months ended June 30, 2025. The decrease was primarily attributable to lower quality and regulatory expenses, consulting and professional service fees, research and development expenses, rent and occupancy costs, and other segment items. These decreases were partially offset by increases in stock-based compensation, warehousing expense, royalty expense, marketing expense, salaries and employee benefits, and travel expense. increased promotional activities, trade shows, advertising, product launches, or customer-acquisition initiatives. Salaries and employee benefits increased by approximately $23,000, or 2.8%, to approximately $863,000, compared with approximately $840,000 in the prior-year period. The increase was primarily attributable to salary increases, changes in staffing levels, employee benefits, or other personnel-related costs. Stock-based compensation expense increased by approximately $94,000, or 59.1%, to approximately $254,000, compared with approximately $160,000 in the prior-year period. The increase was primarily attributable to new equity awards, the timing of vesting, or changes in the valuation and forfeiture of outstanding awards. Royalty expense increased by approximately $31,000, or 25.9%, to approximately $151,000, compared with approximately $120,000 in the prior-year period. The increase was primarily attributable to higher sales of products subject to contractual royalty arrangements. Warehousing expense increased by approximately $46,000, or 36.1%, to approximately $175,000, compared with approximately $129,000 in the prior-year period. The increase was primarily attributable to higher inventory storage, handling, fulfillment, freight, or third-party logistics costs. Quality and regulatory expense decreased by approximately $203,000, or 60.9%, to approximately $130,000, compared with approximately $333,000 in the prior-year period. The decrease was primarily attributable to lower spending on regulatory submissions, product testing, quality-system initiatives, compliance consulting, or other regulatory activities. Marketing expense increased by approximately $30,000, or 39.2%, to approximately $108,000, compared with approximately $77,000 in the prior-year period. The increase was primarily attributable to increased promotional activities, trade shows, advertising, product launches, or customer-acquisition initiatives. Consulting and professional service fees decreased by approximately $83,000, or 9.3%, to approximately $817,000, compared with approximately $901,000 in the prior-year period. The decrease was primarily attributable to lower legal, accounting, advisory, consulting, or transaction-related expenses. Travel expense increased by approximately $13,000, or 17.9%, to approximately $87,000, compared with approximately $74,000 in the prior-year period. The increase was primarily attributable to higher travel associated with sales, regulatory, operational, and business-development activities. Research and Development for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 6,609 $ 47,089 $ (40,480 ) Medical - 4,700 (4,700 ) Corporate - - - Total research and development $ 6,609 $ 51,789 $ (45,180 ) Research and development expense decreased by approximately $45,000, as no major R&D expenses were incurred during the current period compared to the prior period. The Company continues to evaluate its research and development priorities and may make targeted investments in future periods to support product enhancements, new applications, and long-term growth initiatives. Profit (Loss) from Operations for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 797,273 $ 455,626 $ 341,647 Medical (331,332 ) (423,152 ) 91,820 Corporate (1,527,504 ) (1,517,105 ) (10,399 ) Total loss from operations $ (1,061,563 ) $ (1,484,631 ) $ 423,068 Loss from operations was approximately $1.1 million for the three months ended June 30, 2026. The loss from operations resulted from gross margin of approximately $1.9 million, which was more than offset by operating expenses of approximately $3.0 million. The improvement was primarily attributable to reduced operating expenses. Six months ended June 30, 2026 compared to six months ended June 30, 2025 Net sales for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 4,789,071 $ 4,472,536 $ 316,535 Medical 214,000 83,350 130,650 Total sales, net $ 5,003,071 $ 4,555,886 $ 447,185 Total product sales for the six months ended June 30, 2026 were approximately $5.0 million, compared to approximately $4.6 million for the same period in 2025, representing an increase of approximately $447,000, or 9.8%. Dental product revenue was approximately $4.8 million, representing an increase of approximately $317,000, or 7.1%, compared to the prior year end period. The increase was primarily attributable to higher sales of the Company’s dental products. The increase was primarily driven by approximately $498,000 of sales to customers in China during the current quarter, compared with $110,000 sales to China in the prior-year period. This increase was partially offset by lower demand from certain international distributors, which the Company believes was influenced by ongoing geopolitical conditions, including the Russia-Ukraine conflict and instability in the Middle East. 22 Medical product revenue increased to approximately $214,000 from approximately $83,000 in the prior-year period, representing an increase of approximately $131,000, or 156.7%. The increase reflects continued early-stage adoption and commercialization of the Company’s medical products. Overall, the increase in total net sales was driven by growth in both the Dental and Medical segments, notwithstanding continued variability in certain international markets. Gross profits for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 3,298,457 $ 3,182,775 $ 115,682 Medical 175,734 82,266 93,468 Total gross profit $ 3,474,191 $ 3,265,041 $ 209,150 Gross margin was approximately 69.4% for the six months ended June 30, 2026, compared with approximately 71.7% for the same period in 2025. Gross profit increased by approximately $209,000, or 6.4%, primarily due to higher sales in both the Dental and Medical segments. Dental gross profit increased by approximately $116,000, while Medical gross profit increased by approximately $93,000. Gross margin decreased by approximately 2.2 percentage points, primarily due to product and customer mix and increased product costs, including tariffs imposed on certain imported products and components. These cost pressures were partially offset by the higher level of sales and increased contribution from the Medical segment during the current-year period. Selling, general and administrative expenses for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 1,958,740 $ 2,135,900 $ (177,160 ) Medical 820,108 917,655 (97,547 ) Corporate 2,539,336 3,234,125 (694,789 ) Total selling, general and administrative expense $ 5,318,184 $ 6,287,680 $ 969,496 Total operating expenses decreased by approximately $1.4 million, or 20.5%, to approximately $5.4 million for the six months ended June 30, 2026, compared with approximately $6.7 million for the six months ended June 30, 2025. The decrease was primarily attributable to lower consulting and professional service fees, research and development expenses, and quality and regulatory expenses, partially offset by increases in salaries and employee benefits, stock-based compensation expense, warehousing expense, royalty expense, and travel expense. Salaries and employee benefits increased by approximately $84,000, or 5.2%, to approximately $1.7 million, compared with approximately $1.6 million in the prior-year period. The increase was primarily attributable to additional personnel, salary increases, employee benefits, or changes in departmental staffing Stock-based compensation expense increased by approximately $76,000, or 15.5%, to approximately $566,000, compared with approximately $490,000. Royalty expense increased by approximately $14,000, or 6.1%, to approximately $246,000, compared with approximately $232,000 in the prior-year period. The increase was primarily attributable to higher sales of products subject to royalty arrangements. Warehousing expense increased by approximately $54,000, or 21.5%, to approximately $305,000, compared with approximately $251,000 in the prior-year period. The increase was primarily attributable to higher inventory storage, handling, fulfillment, freight, or third-party logistics costs. Quality and regulatory expense decreased by approximately $192,000, or 46.1%, to approximately $225,000, compared with approximately $417,000 in the prior-year period. The decrease was primarily attributable to lower spending on regulatory submissions, product testing, quality-system initiatives, compliance consulting, or other regulatory activities. Marketing expense decreased by approximately $8,000, or 4.1%, to approximately $181,000, compared with approximately $189,000 in the prior-year period. The decrease was primarily attributable to the timing of promotional programs, trade shows, advertising, or customer-acquisition activities. Consulting and professional service fees decreased by approximately $976,000, or 44.7%, to approximately $1.2 million, compared with approximately $2.2 million in the prior-year period. The decrease was primarily attributable to lower legal, accounting, advisory, consulting, and transaction-related costs incurred during the current period. 23 Research and Development for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 6,609 $ 411,896 $ (405,287 ) Medical - 9,013 (9,013 ) Corporate - - - Total research and development $ 6,609 $ 420,909 $ (414,300 ) Research and development expense decreased by approximately $414,000, as no major R&D expenses were incurred during the current period compared to the prior period. The Company continues to evaluate its research and development priorities and may make targeted investments in future periods to support product enhancements, new applications, and long-term growth initiatives. Profit (Loss) from Operations for 2026 and 2025 were as follows: 2026 2025 Change Dental $ 1,333,108 $ 634,979 $ 698,129 Medical (644,375 ) (844,402 ) 200,027 Corporate (2,578,378 ) (3,273,061 ) 694,683 Total loss from operations $ (1,889,645 ) $ (3,482,484 ) $ 1,592,839 Loss from operations for the six months ended June 30, 2026 was approximately $1.8 million, compared with approximately $3.5 million for the six months ended June 30, 2025, an improvement of approximately $1.7 million, or 48.6%. The improvement was primarily attributable to higher revenue and gross profit and significant reductions in professional fees, research and development expenses, quality control and regulatory expenses. These improvements were partially offset by increases in salaries and compensation, warehousing and logistics expenses, royalty expense and travel expenses. Liquidity and Capital Resources Cash Flows The following table summarizes our sources and uses of cash for the six months ended: 2026 2025 Change Cash flow: Net cash used in operating activities (498,285 ) $ (2,772,273 ) $ 2,273,988 Net cash used in investing activities (5,771 ) (5,776 ) 5 Net cash provided by financing activities 1,458,184 794,305 663,879 $ 954,128 $ (1,983,744 ) $ 2,937,872 Net cash used in operating activities was approximately $0.5 million for the six months ended June 30, 2026, compared with approximately $2.8 million for the six months ended June 30, 2025. The approximately $2.3 million decrease in cash used in operating activities was primarily attributable to a reduction in net loss and favorable changes in certain working capital account Net cash used in investing was minimal in both periods. Net cash provided by financing activities was approximately $1.5 million for the six months ended June 30, 2026, compared with approximately $0.8 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company received approximately $1.8 million of gross proceeds (or approximately $1.5 million net of issuance costs) from a private placement. Additionally, approximately $350,000 of convertible notes payable was converted into shares of the Company’s common stock in a noncash financing transaction. Consideration of the Company ’ s ability to continue as a going concern. As of June 30, 2026, the Company had cash and cash equivalents of approximately $2.1 million and working capital of approximately $3.7 million. The Company has incurred recurring operating losses and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On April 20, 2026, the Company completed a private placement of 7,962,963 units at a purchase price of $0.27 per unit, generating gross proceeds of approximately $2.15 million, consisting of $1.80 million in cash and a reduction of $351,000 in outstanding principal of the Company’s outstanding convertible notes, the holders of which applied such principal amounts toward the purchase of units in the offering in lieu of cash. The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient revenue, manage operating expenses, and obtain additional financing, if necessary. As discussed in Note 2 to the unaudited condensed consolidated financial statements, the Company’s current financial condition raises substantial doubt about its ability to continue as a going concern. Management believes that existing cash resources, anticipated collections and potential financing proceeds may support near-term operations; however, additional financing is required, and there can be no assurance that such financing will be available on acceptable terms, or at all. Accordingly, substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. Item 3. Quantitative and Qualitative Disclosures about Market Risk Milestone Scientific is a “smaller reporting company” as defined by Regulation S-K and, as such, is not required to provide the information required by this item. 24 Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such an evaluation, our Chief Executive Officer and Principal Accounting Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective at a reasonable assurance level. Changes in Internal Control over Financial Reporting We routinely review our internal control over financial reporting and, from time to time, make changes intended to enhance the effectiveness of our internal control over financial reporting. During the three months ended June 30, 2026, we made no changes to our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that we believe materially affected, or are reasonably likely to affect, our internal control over financial reporting materially. Item 1 – Legal Proceedings None Item 1A. Risk Factors Except as disclosed below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our 2025 Annual Report. Our ability to continue as a going concern may adversely affect our business The Company has incurred significant losses since its inception and continues to experience operating losses. Although operating performance improved during the six months ended June 30, 2026, including positive operating cash flow, there can be no assurance that the Company will sustain profitability or positive cash flows in future periods. As of June 30, 2026, the Company had limited cash resources, and these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company may need to raise additional capital through equity or debt financings, and such financing may not be available on acceptable terms, or at all. We are dependent on our dental product line for the majority of our revenue A significant portion of the Company’s revenue is derived from its dental products, particularly the STA Single Tooth Anesthesia System® and related handpieces. Any decline in demand, increased competition, pricing pressures, or disruption in distribution channels for these products could have a material adverse effect on the Company’s financial condition and results of operations. 25 Our medical product commercialization efforts may not achieve the expected adoption The Company is in the process of expanding the commercialization of its medical products, including the CompuFlo® Epidural Computer Controlled Anesthesia System. While the Company has obtained 510(k) clearance from the FDA, CE mark approval for European markets, and a Category III CPT code to support reimbursement submissions, adoption by healthcare providers may take longer than expected and the Company has maintained a material allowance against slow-moving Medical finished goods inventory as a result. Factors such as continued reimbursement uncertainty, clinician adoption rates, competition, and sales execution capacity may further limit the Company’s ability to generate meaningful revenue from its medical segment, and there can be no assurance that the Company’s investment in medical inventory and commercialization efforts will be recovered. Changes to United States tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations. The United States has recently enacted and proposed to enact significant new tariffs, and President Trump has directed various federal agencies to evaluate key aspects of U.S. trade policy further. There have been and are ongoing discussions and commentaries regarding potential significant changes to U.S. trade policies, treaties and tariffs. There exists significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. We source important elements used in our products from China. We have significant sales in jurisdictions outside the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on our business, financial condition and results of operations. Government Action on tariffs, research grants, and other funding may impede our ability to conduct our research and to raise capital. Federal government actions to impose tariffs and limit research grants and other funding, including funding for universities and research enterprises, may cause disruption to our business. To the extent the Company seeks to invest in product enhancements or next-generation development, including further advancement of the CompuFlo® Epidural platform, government actions that constrain collaborative research funding may reduce the pool of available research partners and increase the cost and difficulty of such efforts. In addition, tariffs are likely to increase the cost of doing business, particularly given the Company’s reliance on Chinese manufacturers for handpieces and other key components, and reduced research funding may make it more difficult for the Company to attract capital from investors who consider the availability of funded development partners as part of their investment analysis. We are subject to risks related to international operations and geopolitical conditions The Company generates a meaningful portion of its revenue from international markets through a global distribution network spanning more than 30 countries. International operations are subject to risks including economic instability, regulatory changes, supply chain disruptions, and geopolitical events. For example, ongoing geopolitical tensions, including conflicts in Eastern Europe and the Middle East, have disrupted certain markets served by the Company’s international distributors and may adversely impact demand, distribution, and revenue in affected regions. Continued or escalating geopolitical instability could further negatively impact the Company’s international sales. Our business is subject to significant risks arising from our dual exposure to China as both a manufacturing source and a sales market. 26 The Company relies on Chinese third-party manufacturers for a substantial portion of its products and also previously generated revenue from Chinese distributors. During the three months ended June 30, 2026, revenue from China increased to $498,000, compared to $0 in the prior period. Simultaneously, escalating U.S.-China trade tensions and newly imposed tariffs have increased the cost of sourcing products and components from China. This dual exposure - reduced revenue from Chinese customers and increased costs from Chinese suppliers - may materially and adversely affect our results of operations. Furthermore, regulatory actions by either the U.S. or Chinese government, including export controls, retaliatory trade measures, restrictions on technology transfer, or sanctions, could further disrupt our supply chain or eliminate our ability to sell into the Chinese market entirely. Any such developments could have a material adverse effect on our business, financial condition, and results of operations. O ur operating results may fluctuate due to changes in product mix and demand The Company’s results of operations may fluctuate from period to period due to changes in product mix, including variations between instrument and handpiece sales, as well as geographic demand. Shifts in product mix, pricing, or customer purchasing patterns may impact on gross margins and overall profitability. We rely on key personnel and consultants The Company’s success depends in part on the continued services of key executives, consultants, and technical personnel. The loss of key individuals or the inability to attract and retain qualified personnel could adversely affect the Company’s ability to execute its business strategy, maintain key relationships, and advance its commercialization efforts. Our common stock may be delisted from NYSE American if we fail to regain compliance with continued listing standards by April 8, 2027. Our common stock is listed on NYSE American under the symbol “MLSS.” On October 8, 2025, the Company received a written notice from NYSE American stating that it is not in compliance with the continued listing standards set forth in Sections 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide, which require minimum stockholders’ equity of $4 million and $6 million, respectively, for companies with sustained operating losses. As of June 30, 2026, the Company’s reported total stockholders’ equity was approximately $3.5 million - below both thresholds - and the Company has reported net losses in each of the past five fiscal years. To maintain its listing, the Company submitted a plan of compliance outlining the actions it has taken or will take to regain compliance. The Company will be able to continue its listing but will be subject to periodic reviews by the NYSE American. If the Company fails to comply with the continued listing standards by April 8, 2027, or if the Company does not make progress consistent with the plan, the NYSE American will initiate delisting procedures as appropriate. The Company’s management is pursuing options to address the deficiency. While in the Private Placement, we increased our stockholders’ equity, the Company cannot assure that it will achieve the required equity thresholds within the required timeframe, particularly given its ongoing operating losses and going concern uncertainty. If we fail to regain compliance with and adhere to NYSE American’s strict listing criteria, including with respect to stock price, our market capitalization and stockholders’ equity, our stock may be de-listed. This would impair the liquidity of our securities not only in the number of shares that could be bought and sold at a given price, which may be depressed by the relative illiquidity, but also through delays in the timing of transactions and the potential reduction in media coverage. As a result, an investor might find it more difficult to dispose of our common stock if we are delisted. Any failure at any time to meet the continuing NYSE American listing requirements would have an adverse impact on the value of and trading activity in our common stock. There can be no assurance that we can maintain the listing of our common stock on the NYSE American. Our April 2026 private placement and outstanding convertible instruments create significant dilution risk for existing stockholders. In April 2026, the Company issued 7,962,963 units in a private placement at $0.27 per unit, each consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $0.3375, exercisable for three years. This issuance increased the Company’s outstanding shares by approximately 10%. If all warrants are exercised, existing stockholders would experience an additional approximately 10% dilution, generating up to approximately $2.69 million in gross proceeds. In addition, following the partial conversion of $351,000 of principal in connection with the private placement, the Company has approximately $449,000 in aggregate outstanding principal under its Convertible Notes, which are convertible into shares of common stock at the option of the holders or the Company at a conversion price not less than $0.50 per share. Given the Company’s recurring operating losses and going concern uncertainty, we may need to pursue additional equity or debt financings in the future, which would further dilute existing stockholders. Cumulative dilution from these instruments and any future financings may depress the trading price of our common stock and adversely affect stockholder value. 27 Item 2. Unregistered Sales of Equity Securities and use of proceeds Not applicable. Item 3. Default upon Senior Securities Not applicable. Item 4. Mine Safety Disclosure Not applicable. Item 5. Other Information Not applicable. Item 6. Exhibits and Financial Statement Schedules Exhibit No Description 3.1 Restated Certificate of Incorporation of Milestone, as amended as of August 5, 2026 4.1 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed April 21, 2026) 10.1 Form of Securities Purchase Agreement, dated April 20, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 21, 2026) 10.2 Form of Registration Rights Agreement, dated April 20, 2026 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed April 21, 2026) 10.3 Form of Lock-up Agreement for directors, officers, and certain stockholders (incorporated by reference to Exhibit 10.3 to the Form 8-K filed April 21, 2026) 10.4 Form of Amended and Restated Note, dated April 20, 2026 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed April 21, 2026) 10.5 Form of Omnibus Signature Page to Securities Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed April 21, 2026) 10.6 Amendment to Amended and Restated Memorandum of Understanding, by and between Innovest S.p.A. and Milestone Scientific Inc., dated March 31, 2026. 10.7 Agreement With respect to Compensation and Other Arrangements, by and between Milestone Scientific Inc., Leonard Osser and U.S. Asian Consulting Group, LLC dated as of April 1, 2026. 10.8 Form of Lock-Up Agreements by Leonard Osser and Marilyn Elson in favor of Milestone Scientific Inc. 10.9 Executive Chairman Agreement between the Company and Benedetta Casamento, dated June 19,2026 10.10 Form of Option Exchange and Surrender Agreement ; Form of Notice of Stock Option Grant; Stock Option Agreement (for Repriced Options) ; 2026 Performance Incentive Sub-Plan to the Amended and Restated 2020 Equity Incentive Plan ; Form of Award Agreement under 2026 Performance Incentive Sub-Plan (incorporated by reference to Exhibits 10.1-10.4 to the Form 8-K filed May 6, 2026 31.1 Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 101.INS Inline 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. ** Furnished herewith and not filed, in accordance with item 601(32) (ii) of Regulation S-K. 28 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MILESTONE SCIENTIFIC INC. /s/ Eric Hines Eric Hines Chief Executive Officer (Principal Executive Officer) /s/ Keisha Harcum Keisha Harcum Vice President of Finance and Acting Chief Accounting Officer (Principal Financial and Accounting Officer) Date: August 13, 2026 29