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Milestone Scientific Inc. entered into an amendment to its January 13, 2026 Memorandum of Understanding with Innovest S.p.A. and BP4 S.r.l. in liquidation on March 31, 2026, revising definitions and timelines to facilitate a near-term capital raise meeting specified size and timing conditions.
This amendment materially advances Milestone Scientific’s near-term capital-raising strategy by restructuring key contractual conditions tied to BP4 S.r.l.—a shareholder holding 11.31% of the Company’s common stock—and its controlling party Innovest S.p.A. The revised ‘Qualified Offering’ definition establishes a clear, time-bound threshold ($900,000–$2.3M gross proceeds, based on March 17, 2026 closing price) that, if met, would trigger binding lock-up commitments from BP4, its affiliated parties, and key insiders—including all directors re-elected in December 2025 and all officers. The extension of the lock-up deadline to April 17 (or May 1) provides operational flexibility while signaling urgency around financing execution. Critically, the inclusion of United Systems and its affiliates among ‘Other Locked-Up Parties’ expands the pool of restricted shareholders beyond traditional insiders, potentially reducing near-term overhang risk. The $27,500 payment to BP4—explicitly tied to transaction-related disbursements and capped at $100,000—confirms ongoing cost allocation under the MOU but does not represent new consideration for equity or control. For investors, this filing signals active progress toward a financing event that could materially impact liquidity, dilution, and governance stability, particularly given BP4’s significant existing stake and consent/blockage rights.
Event Type
Disclosure
Mandatory
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8-K
Entry into a Material Definitive Agreement** On March 31, 2026, Milestone Scientific Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Ame
Financial Statements and Exhibits** (d) Exhibits. | Exhibit No. | | Description | |---|---|---| | 10.1 | | Amendment to Amended and Restated Memorandum of Under
Material Agreement