MILESTONE SCIENTIFIC INC. 8-K

What Happened
Milestone Scientific Inc. announced on its Jan. 20, 2026 Form 8‑K that on January 15, 2026 it entered into an Amended and Restated Memorandum of Understanding (MOU) with Innovest S.p.A., as holder of certain consent/blockage rights related to BP4 S.r.l. (then reported to own 11.31% of Milestone’s common stock). The MOU, approved by BP4’s shareholders on January 15, 2026, implements a 12‑month lock‑up on BP4’s shares following the consummation of a $2.5 million offering by the Company.

Key Details

• MOU date and approval: Entered and approved by BP4 shareholders on January 15, 2026; disclosed on the Company’s 8‑K filed Jan. 20, 2026.
• Lock‑Up: BP4 agreed not to sell or transfer its shares for 12 months after the $2.5M offering is completed (subject to customary underwriter exceptions).
• Release thresholds: BP4 may distribute portions of the locked shares early if Milestone’s stock closes above specified prices for 10 consecutive trading days: >$0.50 → up to 33.33% released; >$0.70 → an additional 33.33% (66.66% cumulative); >$0.90 → remaining 33.33% (100% cumulative).
• Ownership: BP4 was reported to own 11.31% of Milestone’s outstanding common stock at the time of the MOU. The MOU is attached as Exhibit 1.1 to the filing.

Why It Matters
For investors, the MOU limits near‑term selling pressure from a holder of a meaningful stake (11.31%) by imposing a time‑based lock‑up and price‑based release conditions tied to the Company completing a $2.5M offering. That can affect share supply and potential volatility following the offering, and the staged release tied to stock price provides incentives for share appreciation before large distributions are permitted.