MILESTONE SCIENTIFIC INC. 8-K

What Happened

• Milestone Scientific, Inc. (MLSS) filed an 8-K (Item 5.07) reporting results from its Annual Meeting of Stockholders held December 18, 2025.
• Six incumbent directors were re-elected. The company’s stockholders approved an amendment to the Restated Certificate of Incorporation to increase authorized common shares from 100,000,000 to 125,000,000. Stockholders also ratified CBIZCPA P.C. as the company's independent auditors for the fiscal year ending December 31, 2025.
• At the record date there were 78,628,913 shares outstanding and 48,381,413 shares were voted (61.53% of outstanding).

Key Details

• Director election results (votes FOR, % FOR): Benedetta I. Casamento 25,471,050 (85.92%); Neal Goldman 26,283,035 (88.66%); Eric Hines 29,184,965 (98.45%); Dr. Didier Demesmin 25,788,621 (86.99%); Shanth Thiyagalingam 29,147,090 (98.32%); Dr. Dawood Sayed 29,264,979 (98.72%). Average FOR vote across directors: 92.84%.
• Amendment to charter (increase authorized common stock): FOR 46,509,463; AGAINST 1,845,895; abstentions/withheld 26,055. FOR = 96.18% of shares voted (represents ~59.15% of outstanding shares).
• Ratification of auditors (CBIZCPA P.C.): FOR 47,597,939; AGAINST 542,809; abstentions 240,665. FOR = 98.87% of shares voted.

Why It Matters

• Increasing authorized common shares from 100M to 125M gives the company legal capacity to issue up to 25M more shares in the future, which can be used for fundraising, equity compensation, or acquisitions — a potential source of dilution for current shareholders if used.
• Re-election of all incumbent directors signals board continuity and management stability.
• Auditor ratification is routine corporate governance housekeeping confirming the firm that will audit fiscal 2025 financials.