**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-Q/A**

**(Amendment**** No.1)**

**(Mark One)**

| **☒** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------------|---------------------------------------------------------------------------------------------|

 

**For the quarter ended September 30, 2018**

Or

 

| **☐** | **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.)** |

 

**220 South Orange Avenue, Livingston, NJ 07039**

**(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                                             | Name of each exchange on which registered |
|-----------------------------------------------------------------|-------------------------------------------|
| Common Stock, par value $.001 per share                         | 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 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, 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 ☐ (Do not check if a smaller reporting company) | 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 Exchange Act).     ☐ Yes    ☑ No

 

As of November 14, 2018, the registrant has a total of 33,825,701 shares of Common Stock, $0.001 par value outstanding. 

 

**DOCUMENTS INCORPORATED BY REFERENCE**

None

 

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Explanatory Note

 

 

 

Milestone Scientific Inc. (the “Company,” “we” “us” “our,”) is filing Amendment No 1 on Form 10-Q/A (this “Amendment”) to amend our Quarter Report 10-Q for the quarter ended September 30, 2018 (the “Form 10-Q”) as originally filed with the United States Securities and Exchange Commission (the “SEC”) on November 14, 2018. The purpose of this Amendment is to submit hyper-linked Exhibits to the Form 10-Q. Accordingly, this Amendment No. 1 hereby amends Part II, Item 6 of the Form 10-Q.

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q and the Form 10-Q has not been updated to reflect events occurring subsequent to the original filing date.

 

**Item 6. Exhibits and Financial Statement Schedules**

 

| Exhibit No. |   | Description |
|-------------|--------|-------------|

 

| 31.1 |   | Rule 13a-14(a) Certification- Interim Chief Executive Officer *                                                               |
|------|--------|------------------------------------------------------------------------------------------------------------------------------------|
| 31.2 |   | Rule 13a-14(a) Certification- Chief Operating Officer, Chief Financial Officer (Principal Financial and Accounting Officer )* |
| 32.1 |   | Section 1350 Certifications- Interim Chief Executive Officer **                                                               |
| 32.2 |   | Section 1350 Certifications- Chief Operating Officer, Chief Financial Officer (Principal Financial and Accounting Officer) ** |

 

*     Filed herewith.

**   Furnished herewith and not filed, in accordance with item 601(32) (ii) of Regulation S-K.

 

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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/ Leonard Osser                              |   |
|                    |   | Leonard Osser                                       |   |
|                    |   | Interim Chief Executive Officer                     |   |
|                    |   | (Principal Executive Officer)                       |   |
|                    |   |                                                |   |
|                    |   | /s/ Joseph D’Agostino                         |   |
|                    |   | Joseph D’Agostino                             |   |
|                    |   | Chief Operating Officer and Chief Financial Officer |   |
|                    |   | (Principal Financial and Accounting Officer)        |   |
| Date: November 16, 2018 |   |                                                |   |