As filed with the Securities and Exchange Commission on ~~February 8, 2006~~ October 19, 2023

Registration ~~no. 333-127728 - --------------------------------------------------------------------------------~~ No.333-_______

(Exact name of ~~Registrant~~registrant as specified in its charter) DELAWARE 13-3545623 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 220 South Orange

(973) 535-2717 ~~(Address,~~
(Address, including zip code, and telephone number, including
area code, of ~~Registrant's~~Registrant’s principal executive offices) ~~LEONARD OSSER~~

(Name, address, including zip code, and telephone number,
including area code, of agent for service) ~~---------------- Copies to: Stephen A. Zelnick,~~

Lawrence M. Bell, Esq. ~~Morse, Zelnick, Rose~~
Golenbock Eiseman Assor Bell & ~~Lander,~~Peskoe LLP ~~405 Park~~
711 Third Avenue
New York, New York ~~10022~~ 10017
(212) 838-8040 (212) 838-9190 (Facsimile) ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE. 907-7300

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are ~~to be~~being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~as amended (the "Securities Act"),~~ other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[X]~~ ☑

If this ~~form~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same ~~offering [ ]~~ offering. ☐

If this ~~form~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐

If ~~delivery of~~this Form is a registration statement pursuant to general Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the ~~prospectus is expected to be made~~commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box, ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ~~[ ]~~ ~~CALCULATION OF REGISTRATION FEE~~ ============================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER SECURITY(1) PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------- Shares☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of Common Stock, par value $.001 per share 353,435 $2.45 (2) $865,915 $101.92 - ------------------------------------------------------------------------------------------------------------- Shares of Common Stock, par value $.001 per share 40,000 $1.93 (3) $77,000 $9.06 - ------------------------------------------------------------------------------------------------------------- Shares of Common Stock, par value $.001 per share 117,368 $1.60 (4) $187,789 $22.10 - ------------------------------------------------------------------------------------------------------------- Shares of Common Stock, par value $.001 per share, underlying warrants (5) 170,244 $4.89 (6) $832,493 $97.98 - ------------------------------------------------------------------------------------------------------------- Shares of Common Stock, par value $.001 per share, underlying options (5) 8,333 $2.46 (6) $20,499 $2.41 - ------------------------------------------------------------------------------------------------------------- Shares of Common Stock, par value $.001 per share, underlying warrants (5) 202,088 $4.89 (6) $988,210 $105.74 (9) - ------------------------------------------------------------------------------------------------------------- Warrants (5) 202,088 $0.34 (8) $68,709.92 $8.09 - ------------------------------------------------------------------------------------------------------------- Warrants (5) 170,244 $0.34 (8) $57,882.96 $0.0 (7) - ------------------------------------------------------------------------------------------------------------- Total Registration Fee $347.30 - ------------------------------------------------------------------------------------------------------------- Previously paid $242.78 - ------------------------------------------------------------------------------------------------------------- Balance due $104.52 ============================================================================================================= ~~(1) Estimated solely for purposes of determining the registration fee pursuant to~~“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule ~~457 under the Securities Act. (2) Pursuant to Rule 457(c), the maximum offering price for the common stock is based upon the average~~12b-2 of the ~~high and low sales prices of the Common Stock~~Exchange Act.

The Registrant hereby amends this Registration Statement on the American Stock Exchange on August 15, 2005 of $1.93. (3) Pursuant to Rule 457(c), the maximum offering price for the common stock is based upon the average of the high and low sales prices of the Common Stock on the American Stock Exchange on September 28, 2005 of $1.93. (4) Pursuant to Rule 457(c), the maximum offering price for the common stock is based upon the average of the high and low sales price of the common stock on October 28, 2005 of $1.60. (5) Pursuant to Rule 416 under the Securities Act, there are also being registered hereby such ~~additional indeterminate number of shares~~date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become ~~issuable pursuant to the antidilution provisions of the warrants or options. (6) Pursuant to Rule 457(g)~~effective in accordance with Section 8(a) of the Securities Act ~~of 1933,~~or until the ~~proposed maximum~~Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This prospectus relates to common stock, preferred stock, warrants, subscription rights and units that we may sell from time to time in one or more offerings up to a total public offering price ~~is based upon the higher~~ of ~~the price~~$45,000,000 on terms to be determined at ~~which the warrants or options may be exercised and the price of shares of Common Stock as determined in accordance with Rule 457(c). At~~ the time of ~~registration~~sale. We will provide specific terms of ~~all~~these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement for those securities.

Our common stock is listed on the shares underlying options and warrants the respective exercise prices in the options and warrants were higher than the market price of shares of Common Stock as so determined. (7) Pursuant to Rule 457(g)NYSE American under the Securities Act, no registration fee is required for the warrants since the shares of common stock underlying the warrants are being registered hereby. (8) Pursuant to Rule 457(c), the maximum offering price for the warrants is based upon the average of the high and low sales prices of the Warrants on the American Stock Exchange on August 15, 2005 of $0.34. (9) This amendment is made in order to register the offer of the shares underlying 202,088 of the warrants included in this registration statement, pursuant to General Instruction I.B.4(a)(3) to Form S-3. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 2 PROSPECTUS SUBJECT TO COMPLETION 891,468 SHARES OF COMMON STOCK PAR VALUE $.001 372,332 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK PAR VALUE $.001 MILESTONE SCIENTIFIC INC. The selling stockholders named in this prospectus are offering to sell up to an aggregate of 891,468 shares of our common stock and 372,332 warrants, each to purchase one share of common stock at $4.89 per share, as follows: 415,200 Shares (including 68,000 shares issuable upon exercise of warrants), issued to third party accredited investors in a $847,960 private placement of Units each consisting of ten shares of common stock and two warrants, each to purchase one share of common stock, in June, 2005, and also including 7,200 shares (of which 1,200 underlie warrants) underlying Units issued as part of the commission paid in connection with the placement; 7,435 Shares issued to our Chief Operating Officer as part of his annual compensation, in the aggregate amount of $20,000; 40,000 Shares issued to an independent consultant in payment of $100,000 of marketing services. 117,368 Shares issued to two corporate vendors in payment of service fees in the aggregate amount of $206,375.33. 8,333 Shares issuable to our Director of Clinical Affairs upon exercise of options, expiring on June 15, 2010, to buy shares of our common stock at an exercise price of $2.46 per share, granted in connection with an assignment to Milestone of a newly patented invention. 101,044 Shares issuable upon the exercise of warrants, expiring February 16, 2009, issued as part of the commissions paid in connection with the March, 2005 private placement of units to accredited investors. 202,088 Shares issuable upon the exercise of warrants, expiring February 16, 2009, issued to third party accredited investors in our March 2005 $3,000,000 private placement of Units. 270,088 Warrants expiring February 16, 2009, to buy shares of our common stock at a price of $4.89 per share, 68,000 of which were issued to third party accredited investors in the June $847,960 private placement of Units, and 202,088 of which were issued to third party accredited investors in our March, 2005 $3,000,000 private placement of similar Units. 102,244 Warrants expiring February 16, 2009, to buy shares of our common stock at a price of $4.89 per share, 101,044 of which were issued as part of the commissions paid in connection with the March, 2005 private placement of units to accredited investors, and 1,200 of which were issued as part of the commissions paid in connection with the June, 2005 private placement of similar Units. We will not receive any of the proceeds from the sale of these securities. The securities are being registered for resale by the selling stockholders. 3 ~~Shares of our common stock and warrants to purchase shares of our common stock are traded on the American Stock Exchange under the symbols "MSS" and "MS.WS" respectively.~~symbol “MLSS”. On ~~, 2006~~October 18, 2023, the closing price of our common stock on the NYSE American was $$0.90 per ~~share~~share.

These securities may be sold directly by us, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of these securities in any applicable prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose their names and the ~~closing price~~nature of our ~~warrant was $ per share.~~arrangements with them in a prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

Investing in our securities involves certain risks. See ~~"Risk Factors"~~“Risk Factors” beginning on ~~Page 14 for~~page 3 of this prospectus and in any prospectus supplement before you make your investment decision.

Neither the ~~factors you should consider before buying shares~~Securities and Exchange Commission nor any state securities commission has approved or disapproved of our common stock. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ~~February [ ], 2006. 4~~ TABLE OF CONTENTS PAGE WHERE YOU CAN FIND MORE INFORMATION............................................6 REPORTS TO SECURITY HOLDERS....................................................6 INCORPORATION OF DOCUMENTS BY REFERENCE........................................6 SUMMARY........................................................................8 RISK FACTORS..................................................................12 FORWARD LOOKING STATEMENTS....................................................16 USE OF PROCEEDS...............................................................16 SELLING SECURITY HOLDERS......................................................17 PLAN OF DISTRIBUTION..........................................................24 LEGAL MATTERS.................................................................25 EXPERTS.......................................................................26 INTEREST OF NAMED EXPERT AND COUNSEL..........................................27 LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION........................27 You may rely only on the information contained in this prospectus, including the documents incorporated in this prospectus by reference. We have not authorized anyone to provide information that is different from that contained in this prospectus. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may not be accurate after the date appearing on the cover. 5 __________, 2023.

We ~~are subject to the informational~~file annual, quarterly and ~~reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance with that statute, have filed various~~special reports, proxy statements and other information with the Securities and Exchange ~~Commission.~~Commission (the “SEC”). You ~~may~~can inspect and copy these reports, proxy ~~statements~~statement and other information at the ~~public reference facilities of the Securities and Exchange Commission~~SEC’s Public Reference Room at ~~its principal offices at Judiciary Plaza, Room 1024, 450 Fifth~~100 F Street, ~~N.W.~~N.E., Washington, ~~D.C. 20549,~~D. C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains a web site that contains reports, proxy and ~~at its regional offices located at 233 Broadway, 16th Flr., New York, NY 10279. You can get copies of these reports~~information statements and other information ~~from these offices upon payment of the required fees. These reports and other information can also be accessed from the~~regarding issuers, such as Milestone Scientific Inc. (www.sec.gov). Our web site ~~maintained~~is located at www.milestonescientific.com. The information contained on our web site is not part of this prospectus.

This prospectus “incorporates by ~~the Securities and Exchange Commission at http://www.sec.gov. The public may obtain~~reference” certain information ~~on operations of the public reference room by calling the Securities and Exchange Commission at (800) SEC-0330. We~~that we have filed ~~a registration statement on Form S-3~~ with the ~~Securities and Exchange Commission~~SEC under the Securities Exchange Act ~~with respect to the shares offered by this prospectus.~~of 1934, as amended (the “Exchange Act”). This prospectus, which forms a part of the registration statement, provides information as to the shares and warrants covered by the filing. However, this prospectus does not contain all of the information included in the registration statement and the accompanying exhibits. Statements contained in this prospectus regarding the contents of any document are not necessarily complete and are qualified in their entirety by such reference. You should refer to the actual document as filed with the Securities and Exchange Commission. You can get copies of the registration statement and the accompanying exhibits from the Securities and Exchange Commission upon payment of the required fees or it may be inspected free of charge at the public reference facilities and regional offices referred to above. REPORTS TO SECURITY HOLDERS We furnish our stockholders with annual reports containing audited financial statements. In addition,means we are ~~required~~disclosing important information to ~~file reports on Forms 8-K, 10-QSB~~you by referring you to those documents. We incorporate by reference the documents listed below and ~~10-KSB with the Securities and Exchange Commission. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed~~any future filings made by us with the Securities and Exchange Commission are incorporated in this prospectus by reference: (1) Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004; (2) Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005; (3) Current Reports on Form 8-K filed on January 6, 2005, April 5, 2005, May 23, 2005, June 30, 2005, August 19, 2005 and November 1, 2005; and (4) Each document filed after the date of this prospectus pursuant to SectionSEC under Sections 13(a), 13(c), 14 or 15(d) of the ~~Securities~~ Exchange Act ~~but before~~until the offering is terminated:

You should rely only on the information incorporated by reference or provided in this ~~offering terminates is incorporated~~prospectus. We have authorized no one to provide you with different information. You should not assume that the information in this prospectus ~~by reference and~~ is accurate as of any date other than the date on the front of this document. All documents that we file pursuant to ~~be treated as part~~Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus ~~from~~or after the date ~~it was filed. Any~~of the registration statement ~~contained in~~of which this prospectus forms a ~~document incorporated or 6~~ part and prior to the termination of the offering will be deemed to be incorporated in this prospectus by reference isand will be a part of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus ~~by reference~~ modifies or supersedes ~~such~~that statement. ~~Upon~~Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

We will provide, upon written or oral request, ~~we will provide,~~ without charge ~~each person~~to you, including any beneficial owner to whom ~~a copy of~~ this prospectus is delivered, a copy of any ~~document~~or all of the documents incorporated herein by reference other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this prospectus incorporates. You should direct a request for copies to us at Attention: Controller, Keisha Harcum, Milestone Scientific Inc., 425 Eagle Rock Avenue, Suite 403, Roseland, New Jersey 07068, or you may call us at (973) 535-2717.

Certain information set forth in this prospectus or incorporated by reference in this prospectus ~~(other~~are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of Milestone Scientific to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Milestone Scientific’s plans and objectives are based, in part, on assumptions involving the continued expansion of its business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Milestone Scientific. Although Milestone Scientific believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Considering the significant uncertainties inherent in the forward-looking statements included herein, our history of operating losses that are expected to continue, requiring additional funding which we may be unable to raise capital when needed (which may force us to delay, curtail or eliminate commercialization efforts of our CompuFlo Epidural Computer Controlled Anesthesia System), the early stage operations of and relatively lack of acceptance of our medical products, relying exclusively on two third parties to manufacture our products, changes to our distribution arrangements exposes us to risks of interruption of marketing efforts and building new marketing channels, changes in our informal manufacturing arrangements made by the manufacturer of our products and disruptions at the manufacturing facility of our manufacturers, including shortages of or delays in obtaining chips and other components, exposes us to risks that may harm our business, raising additional funds by issuing securities or through licensing or lending arrangements may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights, if physicians do not accept nor use our CompuFlo Epidural Computer Controlled Anesthesia System, our ability to generate revenue from sales will be materially impaired, exposure to the risks inherent in international sales and operations, including China, and developments by competitors may render our products or technologies obsolete or non-competitive, the inclusion of such information should not be regarded as a representation by Milestone Scientific or any other person that the objectives and plans of Milestone Scientific will be achieved. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and the actual results may differ materially from those included within the forward-looking statements as a result of various factors. Milestone Scientific undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may from time to time, sell any combination of securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the securities being offered and risk factors specific to that offering.

We may add or modify in a prospectus supplement any of the information contained in this prospectus or in the documents that we have incorporated into this prospectus by reference. If there is any inconsistency between the information in this prospectus and a prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any applicable prospectus supplement together with additional information described above under the heading “Where You Can Find More Information.”

When acquiring any securities discussed in this prospectus, you should rely on the information provided in this prospectus and the prospectus supplement, including the information incorporated by reference. Neither we, nor any underwriters or agents, have authorized anyone to provide you with different information. We are not offering the securities in any state where such an offer is prohibited. You should not assume that the information in this prospectus, any prospectus supplement, or any document incorporated by reference, is truthful or complete at any date other than ~~exhibits,~~the date mentioned on the cover page of those documents. You should also carefully review the section entitled “Risk Factors”, which highlights certain risks associated with an investment in our securities, to determine whether an investment in our securities is appropriate for you.

All references in this report to “Milestone Scientific,” “us,” “our,” “we,” the “Company” or “Milestone” refer to Milestone Scientific Inc. and its consolidated subsidiaries, Wand Dental, Inc. and Milestone Medical Inc., unless ~~such exhibits~~the context otherwise indicates. Milestone Scientific is the owner of the following registered U.S. trademarks: CompuDent®; CompuMed®; CompuFlo®; DPS Dynamic Pressure Sensing technology®; Milestone Scientific®; CathCheck®; the Milestone logo®; SafetyWand®; STA Single Tooth Anesthesia System®; and The Wand®.

Investing in our securities involves a high degree of risk. You should carefully consider those risk factors described in our Annual Report on Form 10-K for our fiscal year ended December 31, 2022 (together with any material changes thereto contained in subsequently filed Quarterly Reports on Form 10-Q) and those contained in our other filings with the SEC, which are ~~specifically~~ incorporated by reference in ~~such documents). Requests~~this prospectus and any accompanying prospectus supplement and all other information contained in this prospectus and in any supplementary prospectus relating to the offering of any of our securities before purchasing any of our securities. Some statements in this prospectus, constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements.”

The prospectus supplement applicable to each type or series of securities we offer may contain a discussion of risks applicable to the particular types of securities that we are offering under that prospectus supplement.Prior to making a decision about investing in our securities, you should ~~be directed~~carefully consider the specific factors discussed under the caption “Risk Factors” in the applicable prospectus supplement, together with all of the other information contained in the prospectus supplement or appearing or incorporated by reference in this prospectus.These risks could materially affect our business, results of operations or financial condition and cause the value of our securities to decline.You could lose all or part of your investment.

Milestone Scientific Inc., 220 South Orange Avenue, Livingston Corporate Park, Livingston, New Jersey 07039, (973) 535-2717 Attention: Rosaline Shau, Chief Financial Officer. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OF SHARES OF OUR COMMON STOCK COVERED BY THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY CIRCUMSTANCES IN WHICH THE OFFER OR SOLICITATION IS UNLAWFUL. 7 ~~SUMMARY OVERVIEW~~ is a biomedical technology company that patents, designs, develops and commercializes innovative diagnostic and therapeutic injection technologies and devices for medical and dental use. Since our inception, we have engaged in pioneering proprietary, innovative, computer-controlled injection technologies, and solutions for the medical and dental markets. We believe our technologies are proven and well established.

We have focused our resources on redefining the worldwide standard of care for injection techniques by making the experience more comfortable for the patient by reducing the anxiety and stress of receiving injections from the healthcare provider. Our computer-controlled injection devices make injections precise, efficient, and virtually painless.

Milestone Scientific ~~Inc.~~has developed a proprietary, revolutionary, computer-controlled anesthetic delivery device, our DPS Dynamic Pressure Sensing Technology® System, to meet the needs of various subcutaneous drug delivery injections and fluid aspiration – enabling healthcare practitioners to achieve multiple unique benefits that cannot currently be accomplished with the 160-year-old manual syringe. Our proprietary DPS Dynamic Pressure Sensing technology is our technology platform that advances the ~~world leader~~development of next-generation devices. It regulates flow rate and monitoring pressure from the tip of the needle, through platform extensions for local anesthesia for subcutaneous drug delivery, used in ~~advanced injection technology. Its principal product, CompuDent(R)~~various dental and medical injections. It has specific medical applications for epidural space identification in regional anesthesia procedures.

Our device, using The Wand®, a computer controlled, precision metered, local anesthetic injection system (the "CompuDent"), enables a dentist to consistently administer safe, effective and painless injections. CompuDent is a revolutionary device, considered one of the major advances in dentistry of the twentieth century. It has been favorably evaluated in approximately 50 peer reviewed or independent clinical research reports. In 2004 the CompuDent was prominently featured in the leading textbook on dental anesthesia, the "Handbook of Local Anesthesia" by Stanley F. Malamed, DDS.(1) CompuDent, including its ergonomically designed single use hand-piece The Wand(R), ( "The Wand"), provides numerous, well documented benefits: o CompuDent minimizes the pain associated with palatal, mandibular block and other injections, resulting in a more comfortable injection experience for the patient; o the pencil grip used with The Wand handpiece allows unprecedented tactile sense and accurate control; o new injections made possible with the CompuDent technology eliminate collateral numbness of the tongue, lips and facial muscles; o bi-directional rotation of The Wand handpiece eliminates needle deflection resulting in greater success and more rapid onset of anesthesia in mandibular block injections; o the use of a single patient use disposable handpiece, ~~minimizes~~is marketed in dentistry under the ~~risk of cross contamination; o~~trademark CompuDent®, and STA Single Tooth Anesthesia System® and is suitable for all dental procedures that require local anesthetic. The dental devices currently are sold in the ergonomic design of The Wand handpiece makes an injection easier and less stressful to administer, lowering the risk of carpal tunnel syndrome; o reduces tissue tearing and necrosis and results in less post-operative or post-procedure pain, but is awaiting further clinical evidence before publicly making these claims. OTHER PRODUCTS AND TECHNOLOGIES To enhance its role as the world leader in advanced injection technology, Milestone has developed the following array of other technologically advanced products for the delivery of local anesthetics and liquid medicaments. CompuMed Milestone developedUnited States, Canada and in ~~2001 began limited~~over 41 other countries. Milestone Scientific also has 510(k) marketing ~~of "CompuMed(R)", a computer controlled injection system geared to~~clearance from the ~~needs~~U.S. Food and Drug Administration (FDA) on the CompuFlo® Epidural Computer Controlled Anesthesia System in the lumbar, thoracic and cervical thoracic junction of the medical market and providing benefits similar to the CompuDent. CompuMed allows many medical procedures, now requiring IV sedation, to be performed with only local anesthesia because of the dramatic pain reduction. Also, dosages of local - -------------- (1) Dr. Malamed is widely recognized as the preeminent authority on dental anesthesia. New editions of his "Handbook of Local Anesthesia" are published once every seven years and are used in all major U.S. and many foreign dental schools. It is the largest selling textbook in dental anesthesia and is the third largest selling dental textbook. The current edition recommends use of the CompuDent and devotes 62 paragraphs to the device and its application.spine region. In addition, Milestone ~~understands that this is the first instance in which Dr. Malamed's text~~Scientific has ~~recommended a particular device. 8~~ anesthetic can often be significantly reduced, thus reducing side effects, accelerating recovery times, lowering costs and eliminating complications. CompuMed is now gaining growing clinical evidence showing benefits from use in colorectal surgery, podiatry, dermatology, including surgery for the removal of basal cell carcinomas and other oncological dermatologic procedures, nasal and sinus surgery, including rhinoplasty, hair transplantation and plastic surgery. SafetyWand Following adoption of the Federal Needlestick Safety and Prevention Act Milestone developed, and in September 2003 the FDA approved marketing of, Milestone's The SafetyWand(TM) ("SafetyWand") disposable handpiece, a patented injection device that incorporates safety engineering sharps protection features to aid in the prevention of needlesticks. The SafetyWand is the first patented injection device to be fully compliant with OSHA regulations under the federal Needlestick Safety Act while meeting the clinical needs of dentists. While safety injection devices have been mandated since 2000 under federal law, OSHA had been unable to enforce this law against dentists because of the inadequacy of existing devices to meet both the requirements of the law and the clinical needs of dentists. The SafetyWand meets these requirements and provides dental practitioners with a safer retractable needle device, with single hand activation, which is reusable multiple times during a single patient visit, yet small and sleek enough not to obscure the dentist's sometimes limited field of view. Since SafetyWand is now available commercially, OSHA has begun to enforce existing regulations requiring the use of safety engineered devices. OSHA is empowered to levy substantial fines for failure to use these devices. CompuFlo CompuFlo(TM) ("CompuFlo"), developed by Milestone, is a revolutionary new technology for injections. CompuFlo enables health care practitioners to monitor and precisely control "pressure", "rate" and "volume" during all injectionsobtained CE mark approval and can be ~~used to inject all liquid medicaments as well as anesthetics.~~marketed and sold in most European countries.

Our recent receipt of chronology-Specific CPT Code for the Company's technology by the American Medical Association marks an important milestone, that could increase the potential number of anesthesia pain management clinics adopting the CompuFlo ~~can also be used to aspirate body fluids. In September 2004,~~ instrument. A CPT code expands the potential for reimbursement of epidural procedures in pain management utilizing the CompuFlo Epidural System., which should help accelerate the commercial roll-out of CompuFlo in the U.S

Milestone Scientific ~~was issued United States Patent No. 6,786,885 (date of issue September 14, 2004) on CompuFlo technology, entitled "Pressure/Force Computer Controlled Drug Delivery System~~and its subsidiaries currently hold over 245 U.S. and foreign patents, and many patents pending and patent applications. The Company’s patents and patent applications relate to drug delivery methodologies, Peripheral Nerve Block, drug flow rate measurement, pressure/force computer-controlled drug delivery with ~~Exit Pressure. Proprietary software working with an innovative technology allows the system to continuously monitor and control the~~ exit pressure, dynamic pressure sensing, automated rate control, automated charging, drug profiles, audible and visual pressure/force feedback, tissue identification, identification of fluid and/or medication during an injection. This same technology also enables doctors to accurately identify different tissue types based on exit pressure during an injection. The technology appears to have many applications in both medicine and dentistry including epidural injections. In December 2004, the United States Patent Office issued a ~~"Notice of Allowance" for patent protection on two additional critical elements of the CompuFlo automated~~target region drug delivery ~~technology: "Drug Delivery System with Profiles"~~injection unit, drug drive unit for anesthetic, handpiece, and ~~"Pressure/Force Computer Controlled Drug Delivery with Automated Charging". The first of these two additional technologies standardizes~~injection device.

Milestone Scientific remains focused on advancing efforts to achieve the following three primary objectives:

● Establishing Milestone’s DPS Dynamic Pressure Sensing technology platform as the standard-of-care in painless and ~~simplifies the~~precise drug delivery, ~~process, while~~providing for the ~~second provides~~first time, objective visual and audible in-tissue pressure feedback, and continuing to expand platform applications;

● Following obtaining successful FDA clearance of our first medical device, Milestone Scientific is transitioning from a research and development organization to a commercially focused medical device company; and

● Expanding our global footprint of our CompuFlo Epidural and CathCheck System by utilizing a targeted field sales force and partnering with distribution companies worldwide.

Building on the ~~means~~success of our proprietary, core technology platform for dental injections, and desiring to ~~deliver any volume~~pursue other growth opportunities, we have recently begun to expand the uses and applications of medication or infused fluid, such as a saline solution, into the human body. Epidurals. In 2004, successful results of two independent pilot clinical studies confirmed the efficacy of the CompuFlo pressure/force computer controlled anesthetic delivery system in identifying the epidural space. Identifying when a hypodermic needle has entered the epidural space is a critically 9 ~~important factor in the~~our proprietary, patented technologies to achieve greater operational efficiencies, enhanced patient safety and ~~effectiveness~~therapeutic adherence, patient satisfaction, and improved quality of ~~anesthetic injections administered during childbirth~~care across a broad range of medical specialties.

We intend to continue to expand the uses and ~~in the course~~applications of pain management therapy. A report on the results of the study, conducted through the University of Texas Health Science Center at Houston under the guidance of Dr. Oscar Ghelber, Assistant Professor of Anesthesiology, was presented at the Society for Technology in Anesthesia (STA) meeting on October 28th, 2004. Proper and consistent identification of the epidural space represents a critical step towards the adoption of Milestone's technology for the administration of epidural anesthesia. --------------- In addition to products enhancing its position in advanced injection technology, in 2004 Milestone acquired rights to a proprietary dental enhancement system now named the CoolBlue Wand(TM) ("CoolBlue Wand"). CoolBlue Wand Dental Enhancement System The CoolBlue Wand dental enhancement system uses blue light emitting diodes for fast curing of dental composite material, trans-illumination of teeth and activation of whitening gels and pastes. Initially Milestone viewed the CoolBlue Wand as an aid to its sales force in gaining access to dental offices for sales of CompuDent. However, in view of the burgeoning consumer demand for tooth whitening, Milestone has developed a professional in-office tooth whitening product that will also provide access to the consumer tooth whitening market. CoolBlue(TM) Tooth Whitening System ("CoolBlue") The CoolBlue Tooth Whitening system is a professional whitening system marketed directly to dental offices. The technique used with this system is differentiated from the competition in the following manner. 1. It uses blue Light Emitting Diodes (LED), rather than a high intensity plasma arc light, to accelerate the whitening process. 2. In contrast to currently available methods, it requires a minimum amount of time in the dental chair, as the teeth are illuminated for only ten seconds which is enough to begin the whitening process. 3. The patient goes home with our proprietary whitening rinse, which, by contrast to more expensive methods currently available, does not require custom trays, again reducing the time in the dentist's office. This method has advantages for both the dentist and patient, as it involves less chair time and lower costs.DPS Dynamic Pressure Sensing technology. We believe that ~~the sales initiative for this product will enable us to access an expanded number of~~we and our technology solutions are recognized by key opinion leaders (i.e., academics, anesthesiologists and practicing dentists whose opinions are widely respected), industry experts and medical and dental ~~offices, thereby providing an opening to sell our core product - the CompuDent system. We began limited marketing of the CoolBlue Tooth Whitening system~~practitioners as a leader in the ~~third quarter of 2005. 10~~ Ionic White(TM) Tooth Whitening system ("Ionic White") Ionic White Tooth Whitening system is a consumer product designed to whiten and brighten teeth. This product uses a proprietary formulation of whitening gels in conjunction with an intra-oral mouthpiece which contains a series of blue LEDs used to accelerate the whitening process. There are patents pending in the US and internationally on both the design and method of this product. Ionic White was launched via television infomercials in March, 2005. o This product differs from other over the counter (OTC) consumer products in a number of ways. It allows whitening gels to enter the dentin tubules for superior whitening. It whitens the top, bottom, front and back of the teeth, whereas typical OTC products whiten only the front of the teeth. The initial process takes only 21 minutes, and the customer may maintain brightness because the system includes a proprietary whitening rinse, which when used with the intra-oral mouthpiece, maintains white, bright teeth. NEW MARKETING APPROACH Throughout 2004, Milestone continued building a national sales force of highly trained independent representatives to provide sales coverage in urban areas in 16 states. Milestone's sales force currently includes three full time sales managers, 18 inside sales representatives, 3 sales support representatives and 8 independent outside sales representatives. With a growing new sales force and the acquisition of rights to new products to facilitate access to dental offices, Milestone intends to direct its marketing efforts to capturing new customers, particularly from specialty practitioners, including periodontists, pedodontists, endodontists and cosmetic/restorative dentists. CORPORATE INFORMATION On December 10, 2004 we purchased a 19.9% interest in a German wholesale distributorship that sells dental products including our CompuDent technology and CoolBlue product lines in Germany, the world's 3rd largest dental market emerging, computer-controlled injection industry.

We were organized in August 1989 under the laws of the State of Delaware. Our common stock was initially listed on the NYSE American on June 1, 2015 and trades under the symbol “MLSS”. Our principal executive office is located at ~~220 South Orange Avenue, Livingston Corporate Park, Livingston,~~425 Eagle Rock Ave, Suite 403, Roseland, New Jersey ~~07039,~~07068 and our telephone number is (973) 535-2717. 11 RISK FACTORS The securities offered by the selling stockholders involve a high degree of risk and should only be purchased by persons who can afford to lose their entire investment. Prospective purchasers should carefully consider, among other things, the following risk factors and the other information in this prospectus, includingOur web address is www.milestonescientific.com. Information contained on or accessed through our financial statements and the notes to those statements, prior to making an investment decision. We have no history of profitable operations. Continuing losses could exhaust our capital resources and force us to discontinue operations. Although our operations commenced in November 1995, until 1998 we had limited revenues. For the years ended December 31, 1999, 2000, 2001, 2002, 2003, and 2004, our revenues were approximately $2.9 million, $5.7 million, $4.1 million, $4.1 million, $4.0 million, and $4.8 million, respectively. In addition, we have had losses for each year since the commencement of operations, including net losses of approximately $2.4 million and $3 million for 2003 and 2004, respectively. For the nine month period ended September 30, 2005, we had revenues of approximately $4.95 million and a net loss of approximately $2.28 million. At September 30, 2005, we had an accumulated deficit of approximately $49.48 million. Unless we can significantly increase sales of our CompuDent units, handpieces or other injection devices, we expect to incur losses for the foreseeable future. We cannot become successful unless we gain greater market acceptance for our products and technology. As with any new technology, therewebsite is ~~substantial risk that the marketplace will~~ not ~~accept the potential benefits~~part of this technology or be unwilling to pay for any cost differential with the existing technologies. Market acceptance of CompuDent, the SafetyWand, CompuMed and CompuFlo depends, in large part, upon our ability to educate potential customers of their distinctive characteristics and benefits and will require substantial marketing efforts and expense. More than 26,000 units of the CompuDent or its predecessors have been sold worldwide since 1998. Sales of disposable handpieces in 2004 reflect a moderate increase in the world wide usage of our dental and medical systems. We cannot assure you that our current or proposed products will be accepted by practitioners or that any of the current or proposed products will be able to compete effectively against current and alternative products. Our limited distribution channels must be expanded for us to become successful. Our future revenues depend on our ability to market and distribute our anesthetic injection technology successfully. In the United States, we rely on a limited number of independent representatives and in-house sales people. Abroad, we lack distributors in many markets. To be successful we will need to hire and retain additional sales personnel, provide for their proper training and ensure adequate customer support. We cannot assure you that we will be able to hire and retain an adequate sales force or engage suitable distributors, or that our sales force or distributors will be able to successfully market and sell our products. 12 We depend on two principal manufacturers. If we cannot maintain our existing relationships or develop new ones, we may have to cease our operations. We have informal arrangements with the manufacturer of our CompuDent and CompuMed units and the principal manufacturer of our handpieces for those units pursuant to which they manufacture these products under specific purchase orders but without any long-term contract or minimum purchase commitment. We have been supplied by these manufacturers since the commencement of production in 1998. However, termination of the manufacturing relationship with any of these manufacturers could significantly and adversely affect our ability to produce and sell our products. Though we have established an alternate source of supply for our handpieces in China and other alternate sources of supply exist, we would need to recover our existing tools or have new tools produced to establish relationships with new suppliers. Establishing new manufacturing relationships could involve significant expense and delay. Any curtailment or interruptions of the supply, whether or not as a result or termination of the relationship, would adversely affect us. We may be subject to product liability claims that are not fully covered by our insurance and that could put us under a tremendous financial strain. We could be subject to claims for personal injury from the alleged malfunction or misuse of our dental and medical products. While we carry liability insurance that we believe is adequate, we cannot assure you that the insurance coverage will be sufficient to pay such claims should they be successful. A partially or completely uninsured claim, if successful and of significant magnitude, could have a material adverse effect on us. We rely on the continuing services of our chairman and chief executive officer, president and director of clinical affairs. We depend on the personal efforts and abilities of our Chairman and Chief Executive Officer, our President who was promoted to this position from that of Senior Vice President in September 2003, and our Director of Clinical Affairs. We maintain a key man life insurance policy in the amount of $1,000,000 on the life of our Chairman and Chief Executive Officer. However, the loss of his services or the services of each of our President or Director of Clinical Affairs, on whom we maintain no insurance, could have a materially adverse effect on our business. The market price of our common stock has been volatile and may continue to fluctuate significantly because of various factors, some of which are beyond our control. Our stock price has been extremely volatile, fluctuating over the last three years between closing prices of $.42 and $7.77. These fluctuations have been unrelated to or disproportionately affected by our operating performance. The market price of our common shares could continue to fluctuate significantly in response to a variety of factors, some of which may be beyond our control. The existence of outstanding options, warrants and convertible securities may preclude us from obtaining additional equity financing. As of September 30, 2005, we had outstanding options, warrants and series A convertible preferred stock to purchase 3,517,809 shares of our common stock at prices ranging from $.87 to $7.50 per share with a weighted average exercise or conversion price of $4.81. Holders of these warrants and options are given the opportunity to profit from a rise in the market price of our common stock and are likely to exercise their securities at a time when we would be able to obtain additional equity capital on more favorable 13 terms. Thus, the terms upon which we will be able to obtain additional equity capital may be adversely affected, since the holders of outstanding options and warrants can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital on terms more favorable to us than the exercise terms provided by such outstanding securities. We are controlled by a limited number of shareholders. Our principal shareholders, Leonard Osser and K. Tucker Andersen, own 27.74% of the issued and outstanding shares of our common stock. As a result, they have the ability to exercise substantial control over our affairs and corporate actions requiring shareholder approval, including electing directors, selling all or substantially all of our assets, merging with another entity or amending our certificate of incorporation. This de facto control could delay, deter or prevent a change in control and could adversely affect the price that investors might be willing to pay in the future for our securities. Future sales or the potential for sale of a substantial number of shares of our common stock could cause the trading price of our common stock and warrants to decline and could impair our ability to raise capital through subsequent equity offerings. Sales of a substantial number of shares of our common stock in the public markets, or the perception that these sales may occur, could cause the market price of our stock to decline and could materially impair our ability to raise capital through the sale of additional equity securities. As of September 30, 2005, we had outstanding options, warrants and Series A convertible preferred stock to purchase 3,517,809 shares of our common stock at prices ranging from $.87 to $7.50 per share with a weighted average exercise or conversion price of $4.81. Holders of these warrants and options are given the opportunity to profit from a rise in the market price of our common stock and are likely to exercise their securities at a time when we would be able to obtain additional equity capital on more favorable terms. Thus, the terms upon which we will be able to obtain additional equity capital may be adversely affected, since the holders of outstanding options and warrants can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital on terms more favorable to us than the exercise terms provided by such outstanding securities. The market price of our common shares has been volatile and may continue to fluctuate significantly because of various factors, some of which are beyond our control. As of September 30, 2005, we had 11,466,024 shares of common stock actually issued and 11,432,691 outstanding. Also, there were another 5,301,957 shares of common stock reserved for future issuance as follows: o up to 1,440,000 shares underlying the warrants issued in the February 2004 Public Offering; o up to 335,614 shares underlying warrants granted to satisfy obligations in connection with the 2004 public offering; o up to 432,000 shares underlying the representative's warrants issued in the February 2004 Public Offering, including the shares underlying the warrants included in the representative's warrants; o up to 303,132 shares underlying the warrants issued in our March 2005 Private Placement, including the shares underlying the placement agent's warrants; o up to 69,200 shares underlying the warrants issued in our June 2005 Private Placement, including the shares underlying the placement agent's warrants; 14 o up to 314,333 shares underlying stock options previously granted, or to be granted, under our 1997 Stock Option Plan o up to 500,000 shares underlying stock options previously granted or to be granted under our 2004 Stock Option Plan; o up to 1,303,288 shares underlying other stock options and warrants that were granted and remained outstanding as of September 30, 2005; o up to 100,000 shares upon purchase of a three year option granted to Ionic White; o up to 500,000 shares upon payment of the subscription price by Ionic White o and o 4,390 shares of common stock underlying our series A convertible preferred stock. As of September 30, 2005, we had 11,432,691 shares of common stock outstanding, of which 5,827,834 are freely tradable. The remaining 5,604,857 are either held by "affiliates", as defined by the rules and regulations promulgated under the Securities Act of 1933, or are "restricted securities" as defined in Rule 144 promulgated under the Securities Act of 1933. Of this amount, 1,895,997 restricted shares not held by affiliates and 3,708,860 restricted or non-restricted shares held by "affiliates," can only be sold in compliance with the timing and volume limitations of Rule 144 promulgated under the Securities Act of 1933. The 1-for-3 stock split effected in January 2004, after due authorization by our shareholders, reduced our outstanding shares from 18,338,033 to 6,112,678 (9,663,907 shares after giving effect to the consummation of the public offering and related issuances of units). Since the reverse stock split was effected without change in our authorized shares, the differential between outstanding shares and authorized shares increased, thus providing the Board of Directors with increased ability to effect issuances of stock without stockholder authorization. For example, shares may be issued in capital raising transactions, mergers or acquisitions or for compensatory reasons where other governing rules or statutes do not separately require stockholder approval. The issuance of these shares for less than their book value or for less than value paid by purchasers in recently completed offerings could have a dilutive effect on purchasers in recently completed offerings and this offering. Further the issuance of the shares could also have a negative impact on the trading price of our then outstanding common stock, including the stock issued in recently completed offerings and the stock offered for resale in this offering. Implementation of procedures to comply with the Sarbanes-Oxley Act and SEC rules concerning internal controls may be so costly that compliance could have an adverse effect on us. We must comply with Sarbanes-Oxley requirements requiring a management report on internal control over financial reporting disclosure requirements in our annual report for our financial year ending December 31, 2007. It may be time-consuming, costly and difficult for us to develop and implement the necessary internal controls and reporting procedures, possibly requiring us to hire additional personnel. These additional costs could have an adverse effect on our profitability. 15 FORWARD LOOKING STATEMENTS This prospectus contains forward-looking statements based on current expectations, assumptions, estimates and projections about us and the industry in which we operate. We use words such as plans, believes, expects, future, intends and similar expressions to identify forward-looking statements. These forward-looking statements involve numerous risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of factors more fully described elsewhere in this prospectus. ~~We undertake no obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.~~

USE OF PROCEEDS ~~All shares and/or warrants of our common stock offered by this~~

Unless otherwise indicated in the prospectus ~~are being registered for~~supplement, the ~~account of the selling stockholders. We will not receive any of the~~net proceeds from the sale of ~~these shares and/or warrants. However, the shares~~securities offered by this prospectus ~~include 380,665 shares underlying warrants~~will be used for general corporate purposes and ~~options~~working capital requirements. We may also use a portion of the net proceeds for licensing or acquiring intellectual property or technologies to ~~purchase those shares at different prices per share. Assuming~~incorporate into our products and product candidates or our research and development programs, the ~~exercise~~development and finalization of ~~all~~the next generation dental instrument, preparation for market readiness once health care insurance providers approve reimbursement payment, capital expenditures, to fund possible investments in and acquisitions of complementary businesses or partnerships. We have not determined the amounts we plan to spend on the areas listed above or the timing of these ~~warrants~~expenditures, and ~~options,~~ we ~~would receive proceeds of approximately $1,841,202 in the aggregate, which we would use for additional working capital. 16~~ SELLING SECURITY HOLDERS The following table sets forth the information as to the ownership of our securities by the selling stockholders on September 28, 2005. On September 28, 2005, 11,352,704 shares of our common stock, and 1,855,615 publicly tradable warrants were outstanding. Unless otherwise indicated, it is assumed that each selling stockholder listed below possesses sole voting and investment powerhave no current plans with respect to ~~the shares owned~~acquisitions as of such date by the selling stockholder, including those issuable upon exercise of warrants or options. In addition, other than indicated below, none of the selling stockholders has had a material relationship with us or any of our predecessors or affiliates within the past three years. A person is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days from the filing of this prospectus upon the exercise of options and warrants or conversion of convertible securities. Each selling stockholder's percentage ownership is determined by dividing the number of shares beneficially owned by that person by the total number of shares beneficially owned, increased to reflect the shares underlying the options, warrants and convertible securities that are held by such person, but not held by any other person. NUMBER SHARES PERCENTAGE PERCENTAGE SHARES WARRANTS OF NUMBER TO BE WARRANTS OF COMMON OF OWNED OWNED SHARES OF OWNED TO BE STOCK WARRANTS BEFORE BEFORE THAT WARRANTS AFTER OWNED OWNED OWNED THE THE MAY BE THAT MAY THE AFTER THE AFTER THE AFTER THE SELLING STOCKHOLDER OFFERING OFFERING SOLD BE SOLD OFFERING OFFERING OFFERING OFFERING - ------------------- -------- -------- ------ ------- -------- -------- -------- -------- Gestioni Patrimoniale 360,000 (1) 60,000 60,000 60,000 300,000 0 2.63 0 c/o Banca Profilo Via S. Martino n. 10 Milano, Italy First Mirage, Inc. 66,000 (2) 11,000 11,000 11,000 55,000 0 * 0 333 Sandy Springs Circle, Suite 230 Atlanta, GA 30328 Generation Capital 165,028 (3) 9,088 9,088 9,088 155,940 0 * 0 Associates 1085 Riverside Terrace Atlanta, GA 30328 SIMGEST S.p.A. 648,000 (4) 108,000 248,000 108,000 400,000 0 3.49 0 Via Cairoli 11 40121 BOLOGNA Italy Dynamic Decisions 137,300 (5) 20,000 20,000 20,000 117,300 0 1.03 0 Growth Premium Master Fund c/o Morgan Stanley 25 Cabot Square Canary Warf London E14 4QA England 17 NUMBER SHARES PERCENTAGE PERCENTAGE SHARES WARRANTS OF NUMBER TO BE WARRANTS OF COMMON OF OWNED OWNED SHARES OF OWNED TO BE STOCK WARRANTS BEFORE BEFORE THAT WARRANTS AFTER OWNED OWNED OWNED THE THE MAY BE THAT MAY THE AFTER THE AFTER THE AFTER THE SELLING STOCKHOLDER OFFERING OFFERING SOLD BE SOLD OFFERING OFFERING OFFERING OFFERING - ------------------- -------- -------- ---- ------- -------- -------- -------- -------- Dynamic Decisions 128,00 (6) 20,000 20,000 20,000 108,000 0 * 0 Euro Growth Master Fund c/o Morgan Stanley 25 Cabot Square Canary Warf London E14 4QA England Charles David McCrory 12,000 (7) 2,000 2,000 2,000 10,000 0 * 0 7413 Spring Lea Way N. Richland Hills, TX 76180 ANIMA SGR 360,000 (8) 40,000 240,000 40,000 120,000 0 1.05 0 Via Brera, 18 Milano 20121 Italy Mark and Claudia 130,825 (9) 0 8,333 0 122,492 0 1 0 Hochman 26 Meadow Woods Road Lake Success, NY 11020 18 NUMBER SHARES PERCENTAGE PERCENTAGE SHARES WARRANTS OF NUMBER TO BE WARRANTS OF COMMON OF OWNED OWNED SHARES OF OWNED TO BE STOCK WARRANTS BEFORE BEFORE THAT WARRANTS AFTER OWNED OWNED OWNED THE THE MAY BE THAT MAY THE AFTER THE AFTER THE AFTER THE SELLING STOCKHOLDER OFFERING OFFERING SOLD BE SOLD OFFERING OFFERING OFFERING OFFERING - ------------------- -------- -------- ---- ------- -------- -------- -------- -------- Thomas R. Ronca 7,435 0 7,435 0 0 0 0 0 c/o Milestone Scientific Inc. 220 South Orange Avenue Livingston, NJ 07039 James Michael McCrory 30,311 (10) 30,311 30,311 30,311 0 0 0 0 3340 Indian Creek Ct. Fort Worth, TX 76180 Shelley Gluck 6,721 (11) 6,721 6,721 6,721 0 0 0 0 3340 Indian Creek Court Fort Worth, TX 76180 Paolo Floriani 5,760 (12) 5,760 5,760 5,760 0 0 0 0 Via Cattori, 3 CP 739 CH 6902 Paradiso Switzerland David Dobson 4,400 (13) 4,400 4,400 4,400 0 0 0 0 Via Durini, 24 20122 Milan Italy Southwest Securities, 2,070 (14) 2,070 2,070 2,070 0 0 0 0 Inc. 1201 Elm Street, Suite 3500 Dallas, TX 75270-2180 Alessandro Falconi 1,260 (15) 1,260 1,260 1,260 0 0 0 0 c/o I-Bankers Securities IBS Consulting SrL Corso Magenta 66 20123 Milano Italy 19 NUMBER SHARES PERCENTAGE PERCENTAGE SHARES WARRANTS OF NUMBER TO BE WARRANTS OF COMMON OF OWNED OWNED SHARES OF OWNED TO BE STOCK WARRANTS BEFORE BEFORE THAT WARRANTS AFTER OWNED OWNED OWNED THE THE MAY BE THAT MAY THE AFTER THE AFTER THE AFTER THE SELLING STOCKHOLDER OFFERING OFFERING SOLD BE SOLD OFFERING OFFERING OFFERING OFFERING - ------------------- -------- -------- ---- ------- -------- -------- -------- -------- Paulson Investment 334,181 (16) 134,467 34,610 34,610 299,571 99,857 2.61 5.02 Company, Inc. 811 SW Naito Parkway, Suite 300 Portland, OR 97024 Chester L.F. Paulson 364,093 (17) 146,559 3,183 3,183 360,911 143,376 3.14 7.16 c/o Paulson Investment Company Inc. 811 SW Naito Parkway, Suite 300 Portland, OR 97024 Erick Paulson 6,255 (18) 2,691 909 909 5,346 1,782 * * c/o Paulson Investment Company Inc. 811 SW Naito Parkway, Suite 300 Portland, OR 97024 Barbara James 4,019 (19) 1,188 455 455 3,564 733 * * c/o Paulson Investment Company Inc. 811 SW Naito Parkway, Suite 300 Portland, OR 97024 Trent Davis 8,930 (20) 3,650 1,010 1,010 7,920 2,640 * * Chris Schreiber 5,052 (21) 5,052 5,052 5,052 0 0 0 0 20 NUMBER SHARES PERCENTAGE PERCENTAGE SHARES WARRANTS OF NUMBER TO BE WARRANTS OF COMMON OF OWNED OWNED SHARES OF OWNED TO BE STOCK WARRANTS BEFORE BEFORE THAT WARRANTS AFTER OWNED OWNED OWNED THE THE MAY BE THAT MAY THE AFTER THE AFTER THE AFTER THE SELLING STOCKHOLDER OFFERING OFFERING SOLD BE SOLD OFFERING OFFERING OFFERING OFFERING - ------------------- -------- -------- ---- ------- -------- -------- -------- -------- Lorraine Maxfield 20,093 (22) 8,213 2,273 2,273 17,820 5,950 * * 156 NE 35th Ct. Hillsboro, OR 97124 Glen Davis 8,930 (23) 3,650 1,010 1,010 5,280 2,640 * * c/o Paulson Investment Company Inc. 811 SW Naito Parkway, Suite 300 Portland, OR 97024 Michael G. Maxfield 8,930 (24) 3,650 1,010 1,010 5,280 2,640 * * 612 N.E. San Rafael St. Portland, OR 97212 John Paulson 1,010 (25) 1,010 1,010 1,010 0 0 0 0 Nohora Patricia 15,608 (26) 1,200 7,200 1,200 8,408 0 * 0 Londono Gonzalez c/o Dynamic Decisions Corso Italia 66 Milano, 20122 MI Italy Greg Volok 40,000 0 40,000 0 0 0 0 0 172 Laurie Lane Philadelphia, PA 19115 Windsor Technologies, LLC (27) 104,187 0 104,187 0 0 0 0 0 8295 Orchard Road Thomasville, PA 17364 Design Centre, Inc. (28) 51,911 0 13,181 0 38,730 0 * 0 218 Dew Drop Road York, PA 17402 - ----------------- Less than 1* (1) Investment making authority for Banca Profilo (Gestioni Patrimoniale) is vested in Fabio Gnecco, its Asset Management Director. Banca Profilo (Gestioni Patrimoniale)'s beneficial ownership of common stock includes 60,000 shares underlying warrants, exercisable within 60 days of the date of this prospectus, at an exercise price of $4.89 per share. (2) Investment making authority for First Mirage, Inc. is vested in Frank E. Hart, Manager of High Capital Funding, LLC, the corporate parent of First Mirage, Inc., David A. Rapaport, its Executive Vice President and General Counsel, and Fred A. Brasch, its Chief Financial Officer. First 21 Mirage's beneficial ownership of common stock includes 11,000 shares underlying warrants, exercisable within 60 days of the date of this prospectus, at an exercise price of $4.89 per share. (3) Investment making authority for Generation Capital Associates is vested in David A. Rapaport, its Executive Vice President and General Counsel, Frank E. Hart, its general partner (as nominee for High Capital Funding, LLC, the corporate parent of Generation Capital Associates), and Fred A. Brasch, its Chief Financial Officer. Generation Capital Associates' beneficial ownership of common stock includes 9,088 shares underlying warrants, exercisable within 60 days of the date of this prospectus, at an exercise price of $4.89 per share. (4) Investment making authority for SIMGEST S.p.A. is vested in its Asset Management Committee, the Chairman of which is Fausto Fontanesi, General Manager of SIMGEST S.p.A. SIMGEST S.p.A..'s beneficial ownership of common stock includes 108,000 shares underlying warrants, exercisable within 60 days of the date of this prospectus, at an exercise price of $4.89 per share. (5) Investment making authority for Dynamic Decisions Growth Premium Master Fund is vested in Enrico Danieletto, its CIO, Marta Renzetti, its CFO, and Alberto Micalizzi, its chairman. Dynamic Decisions Growth Premium Master Fund's beneficial ownership of common stock includes 20,000 shares underlying warrants, exercisable within 60 days of the date of this prospectus, at an exercise price of $4.89 per share. (6) Investment making authority for Dynamic Decisions Euro Growth Master Fund is vested in Enrico Danieletto, its CIO, Marta Renzetti, its CFO, and Alberto Micalizzi, its chairman. Dynamic Decisions Euro Growth Master Fund's beneficial ownership of common stock includes 20,000 shares underlying warrants, exercisable within 60 days of the date of this prospectus, at an exercise price of $4.89 per share. (7) Charles David McCrory's beneficial ownership of common stock includes 2,000 shares underlying warrants exercisable within 60 days of the date of this prospectus, at an exercise price of $4.89 per share. (8) ANIMA SGR's beneficial ownership of common stock includes 40,000 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. Investment making authority for this entity is vested in Giordano Martinelli, its Executive Director. (9) Mark and Claudia Hochman's beneficial ownership of common stock includes 14,626 shares held by Mark Hochman, and the following held jointly with his wife, Claudia Hochman, as follows: 22 ~~43,424 shares of common stock and 72,775.98 shares subject to stock options, exercisable within 60 days~~ of the date of this prospectus. As a result, unless otherwise indicated in the prospectus supplement, our management will have broad discretion to allocate the net proceeds of the offerings. Pending their ultimate use, we intend to invest the net proceeds in a variety of securities, including commercial paper, government and non-government debt securities and/or money market funds that invest in such securities.

The ~~exercise prices~~following description of these options are: 28,333 at $6.60 per share; 8,333 at $2.25 per share; 8,333 at $3.60 per share; 8,333 at $0.90 per share; 16,666 at $2.00 per share, 16,666 at $1.70 per share and 8,333 at $2.46 per share. (10) Michael McCrory's beneficial ownership ofour common stock is only a summary. This description and the description contained in any prospectus supplement is subject to, and qualified in its entirety by reference to, our restated certificate of incorporation and bylaws, each as amended, each of which has previously been filed with the SEC and the Delaware General Corporation Law (“DCGL”).

Our authorized capital stock includes ~~30,311~~100,000,000 shares of common stock, ~~issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89~~par value $0.001 per share. ~~(11) Shelley Gluck's beneficial ownership~~As of ~~common stock includes 6,721~~October 17, 2023, there are 71,368,468 shares of common stock ~~issuable on exercise~~issued, of ~~warrants, exercisable within 60 days~~which 71,335,135 were outstanding and 33,333 shares were held in the treasury.

Subject to preferences that may apply to preferred shares outstanding at the time, the holders of outstanding common stock are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as the ~~date~~Board of ~~this prospectus, at a price of $4.89 per share. (12) Paolo Floriani's beneficial ownership~~Directors may from time to time determine. Each stockholder is entitled to one vote for each share of common stock ~~includes 5,760~~held on all matters submitted to a vote of stockholders. Directors are elected by plurality vote. Therefore, the holders of a majority of the common stock voted can elect all of the directors then standing for election. The common stock is not entitled to preemptive rights and are not subject to conversion. If we are liquidated or dissolved or our business is otherwise wound up, the holders of common stock would be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and the payment of the liquidation preference of any outstanding preferred shares. Each outstanding share of common stock is, and all shares of common stock ~~issuable on exercise~~to be outstanding upon completion of ~~warrants, exercisable within 60 days~~any offering under the registration statement of which this prospectus forms a part, will be, fully paid and non-assessable.

The DCGL does not require stockholder approval for any issuance of authorized shares, except in certain limited circumstances. However, the listing requirements of the ~~date of this prospectus, at a price of $4.89 per share. (13) David Dobson's beneficial ownership of~~NYSE American, which would apply for so long as our common stock ~~includes 4,400~~is listed on the NYSE American, require stockholder approval of certain issuances (other than a public offering) equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock, ~~issuable on exercise~~as well as for certain issuances of ~~warrants, exercisable within 60 days~~stock in compensatory transactions. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions. One of the date of this prospectus, at a price of $4.89 per share. (14) Southwest Securities, Inc.'s beneficial ownership of common stock includes 2,070 shares issuable upon exercise of warrants, exercisable within 60 dayseffects of the ~~date~~existence of ~~this prospectus, at a price of $4.89 per share. Investment making authority for this entity is vested in Willam Felder, its President~~unissued and ~~Chief Executive Officer, and Kenneth R. Hanks, its Executive Vice President. (15) Alessandro Falconi's beneficial ownership of common stock includes 1,260~~unreserved shares of common stock ~~issuable~~may be to enable our Board of Directors to sell shares to persons friendly to current management, for such consideration, in form and amount, as is acceptable to the Board, which issuance could render more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive stockholders of opportunities to sell their common stock at prices higher than prevailing market prices.

The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004.

The following description of the terms of our preferred stock is only a summary. This description and the description contained in any prospectus supplement is subject to, and qualified in its entirety by reference to, our restated certificate of incorporation and bylaws, each as amended, each of which has previously been filed with the SEC. In addition, the specific terms of any series of preferred shares will be described in the applicable prospectus supplement and certificate of designation amending the certificate of incorporation.

We are authorized to issue “blank check” preferred stock, which may be issued in one or more series upon authorization of our Board of Directors. Our Board of Directors is authorized to fix the designations, powers, rights and preferences, and the qualifications, limitations, and restrictions thereof to the fullest extent permitted by our certificate of incorporation and the laws of the State of Delaware, including, without limitation, voting rights, dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights. The authorized shares of our preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on ~~exercise~~which our securities may be listed. If the approval of ~~warrants, exercisable within 60 days~~our stockholders is not required for the issuance of shares of our preferred stock, our Board of Directors may determine not to seek stockholder approval. The specific terms of any series of preferred stock offered pursuant to this prospectus will be described in the prospectus supplement relating to that series of preferred stock.

A series of our preferred stock could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. Our Board of Directors will make any determination to issue preferred shares based upon its judgment as to the best interests of our stockholders. Our directors, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt through which an acquirer may be able to change the composition of our Board of Directors, including a tender offer or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market price of the stock.

The preferred stock may have some or all of the terms described below, with will be described in the prospectus supplement relating to the particular series of preferred stock being issued and sold under the prospectus supplement. You should read the prospectus supplement relating to the particular series of preferred stock being offered for specific terms, including:

the designation and stated value per share of the preferred stock and the number of shares offered;

the amount of liquidation preference per share and the ranking as to the right to receive a liquidation payment;

the price at which the preferred stock will be issued;

the dividend rate, or method of calculation of dividends, the dates on which dividends will be payable, whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to accumulate, the ranking as to right to receive dividend;

any redemption or sinking fund provisions;

if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred stock is denominated and/or in which payments will or may be payable;

any conversion provisions; and

any other rights, preferences, privileges, limitations and restrictions on the preferred stock.

senior to our common stock and to all equity securities ranking junior to such preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs;

on a parity with all equity securities issued by us, the terms of which specifically provide that such equity securities rank on a parity with the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs; or

junior to all equity securities issued by us, the terms of which specifically provide that such equity securities rank senior to the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs.

Dividends. Holders of the preferred stock of each series may be entitled to receive, when, as and if declared by our Board of Directors, cash dividends at such rates and on such dates described in the prospectus supplement. Different series of preferred stock may be entitled to dividends at different rates or based on different methods of calculation. The dividend rate may be fixed or variable or both. Dividends on any series of preferred stock may be cumulative or noncumulative. If our Board of Directors does not declare a dividend payable on a dividend payment date on any series of noncumulative preferred stock, then the holders of that noncumulative preferred stock will have no right to receive a dividend for that dividend payment date, and we will have no obligation to pay the dividend accrued for that period, whether or not dividends on that series are declared payable on any future dividend payment dates. Dividends on any series of cumulative preferred stock will accrue from the date we initially issue shares of such series or such other date specified in the applicable prospectus supplement.

No dividends may be declared or paid or funds set apart for the payment of any dividends on any parity securities unless full dividends have been paid or set apart for payment on the preferred stock. If full dividends are not paid, the preferred stock will share dividends pro rata with the parity securities.

No dividends may be declared or paid or funds set apart for the payment of dividends on any junior securities unless full dividends for all dividend periods terminating on or prior to the date of ~~this prospectus, at~~the declaration or payment will have been paid or declared and a ~~price~~sum sufficient for the payment set apart for payment on the preferred stock.

Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of ~~$4.89~~our affairs, then, before we make any distribution or payment to the holders of any common stock or any other class or series of our capital stock ranking junior to the preferred stock in the distribution of assets, the holders of each series of preferred stock shall be entitled to receive out of assets legally available for distribution to stockholders, liquidating distributions in the amount of the liquidation preference per share. ~~(16) Paulson Investment Company, Inc.'s beneficial ownership~~Such dividends may not include any accumulation in respect of ~~common~~unpaid noncumulative dividends for prior dividend periods. Unless otherwise specified in terms of the series of preferred stock, ~~includes 134,467~~after payment of the full amount of their liquidating distributions, the holders of preferred stock will have no right or claim to any of our remaining assets. Upon a voluntary or involuntary liquidation, dissolution or winding up, if our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding preferred stock and the corresponding amounts payable on all other classes or series of our capital stock ranking on parity with the preferred stock and all other such classes or series of shares of ~~common~~capital stock ~~issuable~~ranking on ~~exercise~~parity with the preferred stock in the distribution of ~~warrants, exercisable within 60 days~~assets, then the holders of the preferred stock and all other such classes or series of capital stock ranking on parity with the preferred stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled.

Upon any such liquidation, dissolution or winding up and if we have made liquidating distributions in full to all holders of preferred stock, we will distribute our remaining assets among the holders of any other classes or

series of capital stock ranking junior to the preferred stock according to their respective rights and preferences and, in each case, according to their respective number of shares.

Redemption. If so provided in the terms of the preferred stock, the preferred stock may be subject to mandatory redemption or redemption at our option, as a whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in such prospectus supplement. A series of preferred stock that is subject to mandatory redemption will have specified the number of shares of preferred stock that shall be redeemed and the terms of the redemption, including the dates of redemption, price to be paid upon redemption, and the accrued and unpaid dividends to the date of ~~this prospectus, at a~~redemption. We may pay the redemption price in cash or other property. If fewer than all of $4.89 per share. Investment making authority for this entity is vested in Chester Paulson, its Chairman. (17) Chester L.F. Paulson's beneficial ownership of common stock includes 12,092the outstanding shares of ~~common~~preferred stock ~~issuable on exercise~~ of ~~warrants, exercisable within 60 days~~any series are to be redeemed, we may determine the number of shares to be redeemed pro rata from the ~~date~~holders of ~~this prospectus, at a price~~record of ~~$4.89 per share. His beneficial ownership also includes 334,181~~such shares beneficially owned indirectly, together with Jaccqueline Paulson, through Paulson Investment Company, Inc., of which 134,467 shares are issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. Mr. Paulson disclaims beneficial ownership of the securities held by Paulson Investment Company, Inc., exceptin proportion to the ~~extent~~number of ~~his pecuniary interest in them. (18) Erick Paulson's beneficial ownership~~such shares held or for which redemption is requested by such holder or by any other equitable manner that we determine. Such determination will reflect adjustments to avoid redemption of ~~common~~fractional shares.

Voting Rights. Holders of preferred stock ~~includes 2,691 shares~~may have voting rights as determined by the Board of ~~common~~Directors, and will have voting rights as required by law.

Conversion Rights. The terms and conditions, if any, upon which any series of preferred stock ~~issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. 23~~ (19) Barbara James's beneficial ownership of common stock includes 1,188 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. (20) Trent Davis's beneficial ownership of common stock includes 3,650 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. (21) Chris Schreiber's beneficial ownership of common stock includes 5,032 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. (22) Lorraine Maxfield's beneficial ownership of common stock includes 8,213 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. (23) Glen Davis's beneficial ownership of common stock includes 3,650 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. (24) Michael Maxfield's beneficial ownership of common stock includes 3,650 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. (25) John Paulson's beneficial ownership of common stock includes 1,010 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. (26) Nohora Patricia Londono Gonzalez' beneficial ownership of common stock includes 1,200 shares of common stock issuable on exercise of warrants, exercisable within 60 days of the date of this prospectus, at a price of $4.89 per share. Her beneficial ownership also includes 8,408 shares owned by her husband, Pablo Felipe Serna Cardenas. (27) Investment making authority for Windsor Technologies, LLC is vested in Gary de Bruin, its Managing Partner. Mr. de Bruin is also Senior Vice President of Design Centre, Inc. which is the sole corporate owner of Windsor Technologies, LLC. Design Centre, Inc. is the beneficial owner of 38,730 shares of Milestone common stock. (28) Investment making authority for Design Centre, Inc. is vested in Gary de Bruin, its Senior Vice President. PLAN OF DISTRIBUTION Sales of themay be convertible into shares of our common stock orwill be set forth in the ~~warrants to purchase our~~terms of the preferred stock series. Such terms may include the number of shares of common stock ~~covered~~into which the shares of preferred stock are convertible, the conversion price, rate or manner of calculation thereof, the conversion period, provisions as to whether conversion will be at our option or at the option of the holders of the preferred stock, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption.

Transfer Agent and Registrar. The transfer agent and registrar for the preferred stock will be set forth in the applicable prospectus supplement.

No Other Rights. The shares of a new series of preferred stock will not have any preferences, voting powers or relative, participating, optional or other special rights except:

The following description of warrants and subscription rights is only a summary. This description is subject to, and qualified in its entirety by ~~this prospectus,~~reference to, the provisions of the applicable warrant or subscription agreement.

We may issue warrants or other forms of subscription rights for the purchase of shares of common stock, preferred stock or units. Warrants may be ~~effected from time to time in transactions (which may include block transactions) on the American Stock Exchange (or other markets on which shares of our~~issued independently or together with preferred stock, common stock ~~are then traded),~~or units and may be attached to or separate from any offered securities. Any issuance of warrants or subscription rights will be governed by the terms of the applicable form of security and any related agreement, which we will file as an exhibit to our registration statement at or before the time we issue any warrants.

The particular terms of any issue of warrants or subscription right will be described in ~~negotiated transactions, through put or call option transactions~~the prospectus supplement relating to the ~~shares, through short sales~~issue. Those terms may include:

The prospectus supplement relating to any warrants or subscription rights to purchase equity securities may also include, if applicable, a discussion of ~~shares,~~certain U.S. federal income tax and ERISA considerations.

After the close of business on the expiration date, unexercised warrants or subscription rights will become void. We will specify the place or places where, and the manner in which, the securities may be exercised in the applicable prospectus supplement.

Prior to the exercise of any warrants or subscription rights to purchase preferred stock, common stock or units, holders of the warrants will not have any of the rights of holders of the preferred stock, common stock or units purchasable upon exercise.

We may issue units consisting of a combination of two or more of any offered securities, at a single price or at a separate price for each security included in the unit. The securities offered may be issued separately or may be evidenced by a separate unit certificate, which may or may not trade separately. The terms and conditions governing the issuance of any units, including the form and content of any certificate evidencing the units, will be described in detail in the prospectus supplement to be filed in connection with the offering of such ~~methods~~units.

We may sell the securities offered through this prospectus (1) to or through underwriters or dealers, (2) directly to purchasers, including our affiliates, (3) through agents, or (4) through a combination of ~~sale,~~any these methods. The securities may be distributed at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, prices related to the prevailing market prices, or at negotiated prices. ~~None~~The prospectus supplement will include the following information:

If underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the ~~selling stockholders has entered into agreements, understandings~~underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or ~~arrangements with any underwriters~~concessions allowed or ~~broker-dealers regarding~~reallowed or paid to dealers.

If dealers are used in the sale of ~~their shares.~~securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The ~~selling stockholders~~prospectus supplement will include the names of the dealers and the terms of the transaction.

We may ~~effect transactions by selling their shares~~sell the securities offered through this prospectus directly to ~~purchasers~~investors. In this case, no underwriters or agents would be involved. Securities may also be sold through ~~broker-dealers,~~agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may ~~act as~~be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.

Underwriters, dealers or agents ~~or principals. Such broker-dealers~~ may receive compensation in the form of discounts, concessions or commissions from ~~the selling stockholders and/~~us or ~~the~~our purchasers ~~of the shares for whom such broker-dealers may act 24~~ as their agents ~~or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions). The selling stockholders and any broker-dealers who act~~ in connection with the sale of ~~the shares might~~securities. These underwriters, dealers or agents may be ~~deemed~~considered to be underwriters within the meaning of Section 2(11) of the Securities Act of 1933 and any commissions received by such broker-dealers and any profit on the resale of the shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. We have agreed to indemnify each selling stockholder against a number of liabilities, including liabilities arising under the Securities Act. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer who participates in transactions involving sales of the securities against the liabilities, including liabilities arising under the Securities Act. As ~~used herein, "selling stockholders" includes donees~~a result, discounts, commissions, or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and ~~pledgees~~commissions. Each prospectus supplement will identify any such underwriter, dealer or agent, and describe any compensation received by them from us. Any public offering price of the securities being sold and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.

Unless the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market. We may elect to list any series of offered securities on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.

Any underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.

Penalty bids permit the underwriters to reclaim a selling ~~shares~~concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

The underwriters or other agents may engage in derivative transactions involving the securities. These derivatives may consist of short sale transactions and other hedging activities. The underwriters or agents may acquire a long or short position in the securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions, we may enter into security lending or repurchase agreements with the underwriters or agents. The underwriters or agents may effect the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions by others. The underwriters or agents may also use the securities purchased or borrowed from us or others (or, in the case of derivatives, securities received from ~~a named selling stockholder after the date~~us in settlement of ~~this prospectus. Selling stockholders also may resell all~~those derivatives) to directly or ~~a portion~~indirectly settle sales of the ~~shares in~~securities or close out any related open ~~market transactions in reliance upon Rule 144~~borrowings of the securities.

Agents, underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities ~~Act, provided that they meet the criteria and conform to the requirements~~Act.

The validity of such Rule. We have agreed to use best efforts to keep the registration statement, of which this prospectus is a part, effective until all the shares covered by this prospectus are sold or can be sold freely under an appropriate exemption from the securities ~~laws of the United States and the states, without limitation. In order to comply with the applicable state securities laws, the shares covered~~being offered hereby has been passed upon by this prospectus will be offered or sold through registered or licensed brokers or dealers in those states. In addition, in a number of states the shares may not be offered or sold unless they have been registered or qualified for sale in such states, or an exemption from such registration or qualification requirement is available and such offering or sale is in compliance therewith. Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of the shares may not simultaneously engage in market making activities with respect to such securities for a period beginning when such person becomes a distribution participant and ending upon such person's completion of participation in a distribution, including stabilization activities in the common stock to effect syndicate covering transactions, to impose penalty bids or to effect passive market making bids. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants, Regulation M and Rules 100, 101, 102, 103, 104 and 105 thereof, all of which may affect the marketability of the shares covered by this prospectus. LEGAL MATTERS Morse, Zelnick, RoseGolenbock Eiseman Assor Bell & ~~Lander,~~Peskoe LLP, ~~405 Park Avenue,~~ New York, New York 10022 will deliver an opinion that the issuance of the shares covered by this prospectus has been approved by our Board of Directors and that such shares, when issued, will be fully paid and non-assessable under Delaware law. 25 York.

The financial statements as of ~~December 31, 2004~~ and ~~for the year then ended appearing in our Annual Report on Form 10-KSB~~ for the year ended December 31, ~~2004~~2022 incorporated by reference in this registration statement have been audited by ~~Eisner~~Marcum LLP, an independent registered public accounting firm, as ~~set forth~~stated in their ~~report thereon dated February 22, 2005, except as to Note R, the date of which is March 31, 2005, included therein and incorporated herein by reference.~~report. Such financial statements are incorporated ~~herein~~ by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The ~~consolidated~~ financial statements as of ~~Milestone Scientific Inc.~~ and ~~subsidiaries~~ for the year ended December 31, ~~2003 appearing~~2021 incorporated by reference in ~~Milestone Scientific Inc's annual report on Form 10-KSB for the year ended December 31, 2004~~this registration statement have been audited by ~~J.H. Cohn~~Friedman LLP, an independent registered public accounting firm, as ~~set forth~~stated in their ~~report thereon dated March 26, 2004, included therein and incorporated herein by reference.~~report. Such ~~consolidated~~ financial statements are incorporated ~~herein~~ by reference in reliance upon ~~such~~the report ~~given on the authority~~ of such firm given upon their authority as experts in accounting and auditing. 26 ~~INTEREST OF NAMED EXPERT AND COUNSEL Members, affiliates and of counsel to Morse, Zelnick, Rose & Lander, LLP own,~~

Item 14. Other Expenses of ~~our common stock~~Issuance and ~~options or warrants to purchase 304,008 shares~~Distribution

The following is statement of ~~our common stock, 197,341~~the estimated expenses of ~~which are currently exercisable. LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION~~ the Company in connection with the issuance and delivery of the securities being registered hereby, other than underwriting discounts and commissions:

Our certificate of incorporation provides that a director will not be personally liable to us or to our stockholders for monetary damages for breach of the fiduciary duty of care as a director, including breaches which constitute gross negligence. This provision does not eliminate or limit the liability of a director: o for breach of his or her duty of loyalty to us or to our stockholders; o for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; o under Section 174 of the Delaware General Corporation Law (relating to unlawful payments or dividends or unlawful stock repurchases or redemptions); o for any improper benefit; or o for breaches of a director's responsibilities under the federal securities laws.

Our certificate of incorporation also provides that we indemnify and hold harmless each of our directors and officers to the fullest extent authorized by the ~~Delaware General Corporation Law,~~DGCL, against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant to our Certificate of Incorporation, Bylaws and the Delaware General Corporation Law, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. 27 ================================================================================ 891,468 SHARES COMMON STOCK 372,332 WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK MILESTONE SCIENTIFIC INC. -------------------- PROSPECTUS -------------------- February [ ], 2006 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. We agreed to register the re-offer and re-sale of the shares of our common stock and the warrants covered by this prospectus by filing the registration statement which this prospectus is a part under the Securities Act and the securities laws of the states. We agreed to pay all the expenses and fees incurred in connection with the preparation, filing and modification or amendment of the registration statements except for selling commissions. These expenses are estimated at $30,347.30, as follows: SEC registration fee............................................... $ 347.30 Accounting fees and expenses....................................... 10,000 Legal fees and expenses............................................ 20,000 ---------- Total.......................................................... $30,347.30 ---------- ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Our Certificate of Incorporation provides that a director will not be personally liable to us or to our stockholders for monetary damages for breach of the fiduciary duty of care as a director, including breaches which constitute gross negligence. This provision does not eliminate or limit the liability of a director: o for breach of his or her duty of loyalty to us or to our stockholders, o for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, o under Section 174 of the Delaware General Corporation Law (relating to unlawful payments or dividends or unlawful stock repurchases or redemptions), o for any improper benefit, or o for breaches of a director's responsibilities under the Federal securities laws. Our Certificate of Incorporation also provides that we indemnify and hold harmless each of our directors and officers to the fullest extent authorized by the Delaware General Corporation Law, against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. II-1 ITEM 16. EXHIBITS Exhibit No. Description ------- 4.1 Form of warrant agreement and form of warrant expiring February 16, 2009 (1) 4.2 Form of Subscription Agreement used in connection with the private placement of Units, June 2005(2) 4.3 Option agreement dated June 16, 2005, issued to Mark Hochman. (3) 4.4 Agreement dated December 22, 2003 with Morse, Zelnick, Rose & Lander (4) 4.5 Agreement with Greg Volok dated August 12, 2005(5) 4.6 Letter to Windsor Technologies, LLC dated September 30, 2005 (6) 4.7 Letter to Design Centre Inc. dated September 30, 2005 (6) 4.8 Letter to Windsor Technologies, LLC dated October 21, 2005 (6) 5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP* 23.1 Consent of Eisner LLP* 23.2 Consent of J.H. Cohn LLP* 23.3 Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1) 24 Executed copy of Power of Attorney as contained on the signature page of the initial filing of this registration statement on August 19,2005 (6) - -------------------------------------------------------------------------------- NOTES TO EXHIBITS * Filed herewith (1) Filed on February 13, 2004, as exhibit 4.3 to our registration statement on Form S-2/A, S.E.C. file no. 333-110376, and incorporated herein by reference. (2) Filed on August 15, 2005, as exhibit 4.6 to our quarterly report on Form 10-QSB, and incorporated herein by reference. (3) Filed with the initial filing of this registration statement on August 19, 2005. (4) Filed on January 29, 2004 as exhibit 10.33 to our registration statement on Form S-2/A, S.E.C. file no. 333-110376, and incorporated herein by reference. (5) Filed with the first pre-effective amendment to this registration statement on September 29, 2005. (6) Filed with the second pre-effective amendment to this registration statement on October 31, 2005 ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post effective amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a) (3) of the Securities Act; (ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and II-2 (iii) include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities then being offered, and the offering of Such securities at that time shall be deemed to be the initial bonafide offering of such securities. (3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (4) For purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of ~~the Registrant~~Milestone Scientific, pursuant to the ~~foregoing~~forgoing provisions or otherwise, ~~the Registrant has~~we have been ~~advised~~informed that in the opinion of the ~~Commission~~SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. ~~II-3~~

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant ~~Milestone Scientific Inc.~~ certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~New York,~~Roseland, State of New ~~York~~Jersey, on this 8th day of February, 2006. MILESTONE SCIENTIFIC INC. By: /s/ Leonard Osser -------------------------------- Leonard Osser, Chairman and Chief Executive Officer October 19, 2023.

KNOW ALL PERSONS BY THESE PRESENTS that ~~the persons~~each individual whose ~~signatures appear~~signature appears below ~~constitute~~constitutes and ~~appoint Leonard Osser~~appoints Arjan Haverhals and ~~Stephen A. Zelnick,~~Neal Goldman, and each of them, ~~as their~~his or her true and lawful attorneys-in-fact and agents with full power of substitution, ~~and resubstitution,~~ for ~~them~~him or her and in ~~their names, places, steads,~~his or her name, place and stead, in any and all capacities, to sign ~~this Registration Statement to be filed with the Securities and Exchange Commission and~~ any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any ~~subsequent~~ registration statement ~~filed~~for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, ~~of 1933, as amended,~~and all post-effective amendments thereto, and to file the same, with all exhibits thereto and ~~other~~all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ~~connection therewith,~~and about the premises, as fully to all intents and purposes as ~~they~~he or she might or could do in person, ~~thereby~~hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or ~~their or~~ his or ~~her~~their substitute or substitutes, may lawfully do or cause to be done or by virtue ~~thereof.~~ hereof.

Pursuant to the requirements of the Securities Act of 1933, ~~as amended,~~ this Registration Statement has been signed by the following persons in the capacities ~~indicated~~and on the 8th day of February, 2006. Signature Title --------- ----- /s/ Leonard Osser Chairman of the Board of Directors and - ------------------------ Chief Executive Officer (Principal Executive Leonard Osser Officer) /s/ Rosaline Shau Chief Financial Officer - ------------------------ (Principal Financial and Accounting Officer) Rosaline Shau /s/ * Director - ------------------------ Leonard Schiller /s/ * Director - ------------------------ Paul Gregory /s/ * Director - ------------------------ Leslie Bernhard /s/ * Director - ------------------------ Jeffrey Fuller * /s/ Stephen A. Zelnick - ------------------------ Stephen A. Zelnick, as Attorney-in-Fact II-4

Delaware	13-3545623
(State or other jurisdiction of	(I.R.S.Employer
incorporation or organization)	Identification No.)

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company ☑		Emerging growth company ☐

Securities and Exchange Commission registration fee	$	6,642.00
Accounting fees and expenses*		125,000.00
Legal fees and expenses*		100,000.00
Printing expenses*		25,000.00
Transfer Agent Fees and Expenses*		15,000.00
Miscellaneous*		10,000.00
Total	281,642.00

	•	for breach of his or her duty of loyalty to us or to our stockholders;
	•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	•	under Section 174 of the DGCL (relating to unlawful payments or dividends or unlawful stock repurchases or redemptions);
	•	for any improper benefit; or
	•	for breaches of a director's responsibilities under the federal securities laws.

Exhibit Number		Exhibit Title

1.1		Form of Underwriting Agreement*

4.1		Form of Certificate of Designation*

4.2		Form of Preferred Stock Certificate*

4.3		Form of Warrant or Subscription Agreement*

4.4		Form of Warrant Certificate*

5.1		Opinion of Golenbock Eiseman Assor Bell & Peskoe LLP**

23.1		Consent of Marcum LLP**

23.2		Consent of Friedman LLP**

23.3		Consent of Golenbock Eiseman Assor Bell & Peskoe LLP (included in Exhibit 5.1)**

24.1		Power of Attorney**

107.1		Calculation of Registration Statement Fee**

	Page

WHERE YOU CAN FIND MORE INFORMATION	1

FORWARD-LOOKING STATEMENTS	2

PROSPECTUS SUMMARY	2

RISK FACTORS	3

THE BUSINESS	3

USE OF PROCEEDS	5

DESCRIPTION OF COMMON STOCK WE MAY OFFER	5

DESCRIPTION OF PREFERRED STOCK WE MAY OFFER	6

DESCRIPTION OF WARRANTS OR SUBSCRIPTION RIGHTS WE MAY OFFER	8

DESCRIPTION OF UNITS WE MAY OFFER	9

PLAN OF DISTRIBUTION	9

LEGAL MATTERS	11

EXPERTS	12

	●	Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 30, 2023, including the Definitive Proxy Statement of Schedule14A, filed on May 1, 2023;
	●	Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2023, filed on May 10, 2023, and for the fiscal quarter ended June 30, 2023, filed on August 14, 2023;
	●	Current Reports on Form 8-K, filed on January 5, 2023, February 6, 2023, June 30, 2023, July 13, 2023, August 24, 2023 and September 12, 2023; and
	●	The description of Milestone’s Common Stock contained in Exhibit 4.6 to its Annual Report on Form 10-K filed with the SEC on March 31, 2022, including any further amendment or report filed hereafter for the purpose of updating such description.

	●	as discussed above or in the prospectus supplement;
	●	as provided in our certificate of incorporation and in the certificate of designations; and
	●	as otherwise required by law.

	●	the title of the security;
	●	the aggregate number of the security;
	●	the price or prices at which the security will be issued;
	●	the currency or currencies (including composite currencies) in which the price of the security may be paid;
	●	the terms of the securities purchasable upon exercise of the warrants or subscription right and the procedures and conditions relating to the exercise of the securities;
	●	the price at which the securities purchasable upon exercise of the warrants or subscription rights may be purchased;
	●	the date on which the right to exercise the securities will commence and the date on which such right shall expire;
	●	any provisions for adjustment of the number or amount and exercise price of securities receivable upon exercise of the securities;
	●	if applicable, the minimum or maximum amount of the securities that may be exercised at any one time;
	●	if applicable, the designation and terms of the securities with which the securities are issued and the number of the warrants or subscription rights issued with each such security;
	●	if applicable, the date on and after which any related securities will be separately transferable;
	●	information with respect to book-entry procedures, if any; and
	●	any other terms, including terms, procedures and limitations relating to the exchange or exercise of the warrants or subscription rights.

*	To be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
**	Filed herewith.

	MILESTONE SCIENTIFIC INC.

	By:	/S/ Arjan Haverhals
		Arjan Haverhals,
		Chief Executive Officer

Signature	Title	Date
/S/Arjan Haverhals Arjan Haverhals	Chief Executive Officer (Principal Executive Officer and Acting Chief Accounting Officer) and Director	October 19, 2023

/S/ Neal Goldman Neal Goldman	Chairman of the Board	October 19, 2023

/S/Leonard Osser Leonard Osser	Vice Chairman of the Board	October 19, 2023

/S/ Gian Domenico Trombetta Gian Domenico Trombetta	Director	October 19, 2023

/S/ Michael McGeehan Michael McGeehan	Director	October 19, 2023

/S/ Benedetta Casamento Benedetta Casamento	Director	October 19, 2023

/S/ Dr. Didier Demesmin Dr. Didier Demesmin	Director	October 19, 2023