Milestone Scientific Seeks Share Increase, Board Re-election at Dec. 18 Meeting

TL;DR

**MLSS is asking for a massive share increase, signaling potential dilution ahead; vote 'no' if you're worried about your stake.**

AI Summary

Milestone Scientific Inc. (MLSS) is holding its Annual Meeting of Stockholders on December 18, 2025, to address several key proposals. The company seeks to elect six directors, including current Chairman Neal Goldman and incoming Chairman Benedetta Casamento, and ratify CBIZ CPAs P.C. as its independent auditors for fiscal year 2025. A significant proposal involves amending the Corporation's Restated Certificate of Incorporation to increase the authorized shares of Common Stock from 100,000,000 to 125,000,000. As of the November 4, 2025 record date, there were 78,628,913 outstanding shares of common stock. The election of directors and the increase in authorized shares are considered non-routine matters, with broker non-votes having a negative impact on the share increase proposal. The company emphasizes the importance of stockholder participation, with a virtual meeting format available at www.virtualshareholdermeeting.com/MLSS2025.

Why It Matters

This DEF 14A filing is crucial for MLSS investors as it outlines proposals that could significantly impact share dilution and corporate governance. The proposed increase in authorized common stock from 100,000,000 to 125,000,000 shares could facilitate future capital raises or acquisitions, but also poses a risk of dilution for existing shareholders. The re-election of six directors, including key leadership changes like Benedetta Casamento becoming Chairman, signals continuity and strategic direction. For employees and customers, stable governance and potential growth from new capital could lead to sustained operations and product development, maintaining MLSS's competitive position in the medical device sector.

Risk Assessment

Risk Level: medium — The proposal to increase authorized common stock from 100,000,000 to 125,000,000 shares carries a medium risk of dilution for current shareholders. While the company has 78,628,913 shares outstanding as of November 4, 2025, this increase provides significant headroom for future equity financing, which could dilute per-share value. Broker non-votes will count as 'against' votes for this proposal, indicating its non-routine and potentially contentious nature.

Analyst Insight

Investors should carefully consider the implications of the proposed increase in authorized common stock. If concerned about potential dilution, vote 'against' Proposal 2. Ensure your vote is cast by December 17, 2025, 11:59 p.m. ET, either online at www.proxyvote.com or by mail, to ensure your shares are represented.

Key Numbers

• 125,000,000 — Proposed authorized shares of Common Stock (Increase from current 100,000,000 shares)
• 100,000,000 — Current authorized shares of Common Stock (To be increased to 125,000,000)
• 78,628,913 — Outstanding shares of common stock (As of the November 4, 2025 Record Date)
• 6 — Number of directors to be elected (Current board size and nominees)
• 2025-12-18T09:00:00.000Z — Annual Meeting Date and Time (Virtual-only meeting at 9:00 a.m. (ET))
• 2025-11-04T00:00:00.000Z — Record Date (For determining stockholders entitled to vote)
• 2025-12-17T23:59:00.000Z — Internet voting deadline (11:59 p.m., Eastern Time)

Key Players & Entities

• MILESTONE SCIENTIFIC INC. (company) — Registrant for DEF 14A filing
• MLSS (company) — Ticker symbol for Milestone Scientific Inc.
• Benedetta I. Casamento (person) — Director, incoming Chairman of the Board
• Neal Goldman (person) — Chairman of the Board, incoming Vice Chairman
• Eric Hines (person) — Chief Executive Officer and Director
• Dr. Didier Demesmin (person) — Director
• Shanth Thiyagalingam (person) — Director
• Dr. Dawood Sayed (person) — Director
• CBIZ CPAs P.C. (company) — Independent auditors for fiscal year ending December 31, 2025
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Milestone Scientific Inc. operates in the medical device sector, focusing on innovative technologies for diagnostic and therapeutic applications. The industry is characterized by rapid technological advancements, stringent regulatory oversight from bodies like the FDA, and a competitive landscape with both established players and emerging startups. Success often hinges on securing intellectual property, navigating complex reimbursement pathways, and demonstrating clinical efficacy and safety.

Regulatory Implications

The company's operations are subject to the regulations of the U.S. Securities and Exchange Commission (SEC) for its public filings and corporate governance. Additionally, as a medical device company, its products are subject to FDA regulations regarding development, manufacturing, and marketing, which can impact product timelines and market access.

What Investors Should Do

1. Vote on Proposals
2. Attend the Virtual Meeting
3. Review Proxy Materials

Key Dates

• 2025-12-18: Annual Meeting of Stockholders — Key proposals, including director elections and an increase in authorized shares, will be voted on. Stockholders can participate virtually.
• 2025-11-04: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting. 78,628,913 shares of common stock were outstanding on this date.
• 2025-12-17: Internet voting deadline — Stockholders must submit their votes online by 11:59 p.m. Eastern Time to ensure they are counted.
• 2024-12-31: Fiscal Year End — The company is seeking ratification of auditors for this fiscal year.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document outlines the agenda and voting procedures for Milestone Scientific Inc.'s 2025 Annual Meeting.)

Restated Certificate of Incorporation

A legal document that sets forth the fundamental rules and structure of a corporation, including its authorized share capital. (Milestone Scientific Inc. is proposing an amendment to this document to increase its authorized shares.)

Broker non-vote

Occurs when a broker holding shares in 'street name' for a beneficial owner does not vote those shares on a non-routine matter because the owner has not provided voting instructions. (Broker non-votes will have a negative impact on the proposal to increase authorized shares, as they will be counted as votes against the proposal.)

Quorum

The minimum number of shares that must be represented at a meeting (in person or by proxy) for business to be legally transacted. (A quorum for Milestone Scientific's meeting requires at least one-third of the issued and outstanding shares to be present.)

Plurality of votes cast

A voting standard where a candidate or proposal wins if it receives more votes than any other single candidate or proposal, even if it's not a majority. (This is the voting requirement for the election of directors.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting, and specific comparative financial data from a prior DEF 14A filing is not directly presented within this document. However, the key proposals indicate a focus on corporate structure adjustments, specifically increasing authorized shares from 100,000,000 to 125,000,000, suggesting a need for future capital raising or strategic flexibility. The election of directors and auditor ratification are standard agenda items.

Filing Documents

• formdef14a.htm (DEF 14A) — 315KB
• formdef14a_001.jpg (GRAPHIC) — 51KB
• formdef14a_002.jpg (GRAPHIC) — 9KB
• formdef14a_003.jpg (GRAPHIC) — 44KB
• 0001493152-25-021913.txt ( ) — 974KB
• mlss-20241231.xsd (EX-101.SCH) — 4KB
• mlss-20241231_def.xml (EX-101.DEF) — 7KB
• mlss-20241231_lab.xml (EX-101.LAB) — 55KB
• mlss-20241231_pre.xml (EX-101.PRE) — 39KB
• formdef14a_htm.xml (XML) — 40KB

From the Filing

MILESTONE SCIENTIFIC AND SUBSIDIARIES UNITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e) (2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Milestone Scientific Inc. (Name of Registrant as Specified in its Charter) Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Milestone Scientific Inc. Notice of Annual Meeting of Stockholders To be held on December 18, 2025 To the Stockholders of Milestone Scientific Inc.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting") of Milestone Scientific Inc. ("Milestone" or the "Company") will be held in a virtual-only meeting format conducted via live audio webcast located at www.virtualshareholdermeeting.com/MLSS2025 on December 18, 2025 at 9:00 a.m. (ET). The following items are scheduled for consideration and action at the Meeting. 1. Election of six (6) directors; 2. Approval to amend the Corporation's Restated Certificate of Incorporation, increasing the number of authorized shares of Common Stock from 100,000,000 shares to 125,000,000; 3. Ratification of the appointment of CBIZ CPAs P.C. as the Company's independent auditors for the fiscal year ending December 31, 2025; and 4. Such other business as may legally come before the Meeting and any adjournments or postponements thereof. The Board of Directors has fixed the close of business on November 4, 2025, as the record date for determining the stockholders having the right to notice of and to vote at the Meeting. Attending the Virtual Meeting As described in the proxy materials for the Meeting, you are entitled to attend and participate in the virtual Meeting if you were a stockholder of record as of the close of business on November 4, 2025, the record date, or if you hold a legal proxy for the Meeting provided by your bank, broker-dealer, or other similar organization. The accompanying proxy materials include instructions on how to participate in the Meeting and how to vote your shares of the Company's stock in the Meeting. Stockholders attending the Meeting will be in a listen-only mode. However, virtual attendees will be able to vote and submit questions during the Meeting using the virtual Meeting website. Your vote is important. Whether or not you plan to attend the Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the Meeting. Important Notice Regarding the Internet Availability of Proxy Material for the Annual Meeting of Stockholders to be Held on December 18, 2025. This Proxy Statement, the Proxy Card, and our Annual Report for 2024 are available at: www.virtualshareholdermeeting.com/MLSS2025 By order of the Board of Directors Neal Goldman Chairman of the Board Roseland, New Jersey November 12, 2025 Page 2 of 31 IMPORTANT: Every stockholder, whether he or she expects to attend the Annual Meeting, is urged to execute the proxy and return it promptly in the enclosed business reply envelope. Sending in your proxy will not prevent you from voting your stock at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. We would appreciate your giving this matter your prompt attention. Page 3 of 31 MILESTONE SCIENTIFIC INC. PROXY For Annual Meeting of Stockholders To be Held on December 18, 2025 Your proxy is solicited on behalf of the Board of Directors (which we refer to as our "Board") of Milestone Scientific Inc., a Delaware corporation (which we refer to as "we," "us," "our," or the "Company"), for use at our 2025 Annual Meeting of Stockholders (which we refer to as the "Annual Meeting") to be held on Thursday December 18, 2025 at 9:00 a.m. Eastern time, or at any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Important Notice Regarding the Availability of Proxy Materials for the Stockholders ' Meeting to Be Held Via the Internet at www.virtualshareholdermeeting.com/MLSS2025 on Thursday, December 18, 2025 at 9:00 a.m. local time. The Annual Report, Notice of Meeting, and Proxy Statement are available at – www.proxyvote.com We intend to mail this Proxy Statement, the proxy card, and the Notice of Annual Meeting on or about November 7, 2025, to all stockholders of record entitled to vote at the Annual Meeting. If you would like a hard copy of the Annual Report, Notice of Meeting, Proxy Statement and Proxy Card for this

View Full Filing

View this DEF 14A filing on SEC EDGAR