MDWerks, Inc 8-K, filed Jan 23, 2023
MDWerks, Inc. (MDWK)
About this 8-K
MDWerks, Inc filed this 8-K on January 23, 2023, reporting on events of December 21, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
On December 21, 2022, MDwerks, Inc. (the “Company”) issued 14,250,000 shares of the Company’s common stock (the “Common Stock”) upon conversion of 142,500 shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) held by Tradition Reserve I LLC (“Tradition”). As previously reported, prior to the conversion, Tradition owned a total of 9,100,000 shares of Series A Preferred Stock, representing 100% of the issued and outstanding Series A Preferred Stock.
Following the conversion, Tradition distributed the 14,250,000 shares of Common Stock, pro rata, to its members.
Following the conversion, the Company has 122,260,208 shares of Common Stock outstanding and 8,957,500 shares of Series A Preferred Stock outstanding.
Under the Company’s amended and restated certificate of incorporation, any holder of Series A Preferred Stock has the right, at any time and from time to time, to convert all or any of the shares of Series A Preferred Stock held by such holder into shares of Common Stock on a one to 100 basis.
The issuance of the shares of Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MDwerks, Inc. | |
| Date: January 23, 2023 | /s/ Steven C. Laker |
| Steven C. Laker | |
| Chief Executive Officer |
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