8-K
MDWerks, Inc. (MDWK)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2025
MDWerks,Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-56299 | 33-1095411 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 411 Walnut Street, Suite 20125<br><br> <br>Green Cove Springs, FL | 32043 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (252) 501-0019
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item7.01. Regulation FD Disclosure.
On February 19, 2025, MDWerks, Inc., (the “Company”) issued a press release announcing that the Company’s two wholly owned subsidiaries, Two Trees Beverage Company (“Two Trees”), and RFS Specialties, LLC (“RFS”) have each entered into new contracts with two industry-leading spirits companies, related to the deployment and license of the Company’s proprietary Spirits Rapid Aging System (“SRAS”).
The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by the registrant on February 19, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
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:<br> February 19, 2025 | By: | /s/ Steven C. Laker |
| Name: | Steven<br> C. Laker | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
MDWerksAnnounces Two New Contracts to Deploy its Proprietary
SpiritsRapid Aging System at Industry-Leading Spirits Companies
GreenCove Springs, FL – February 19, 2025 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB:MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that its subsidiary, Two Trees Beverage Company (“Two Trees”), has signed two separate, new contracts with two industry-leading spirits companies for the deployment and license of the Company’s proprietary Spirits Rapid Aging System (“SRAS”).
Under the first contract, entered into with one of the largest distilleries in the United States, the Company will build and deploy one SRAS at the customer’s facilities within the next 3 months, with the potential for additional SRAS deployments in the next 12 months.
Under the second contract, entered into with a leading U.S. wholesaler and broker of bulk spirits, the Company will build and deploy one SRAS at the customer’s facilities within the next 6 to 9 months, with the potential for additional SRAS deployments in the next 12 months.
Under both agreements, the Company’s subsidiary, RFS Specialties, LLC (“RFS”), will assemble the SRAS units and provide ongoing machine servicing and maintenance. The Company will receive recurring monthly license payments from the customers for use of the SRAS units, which leverage the Company’s patented energy wave technology.
Steven Laker, CEO of MDWerks, commented, “We are thrilled to partner with two world-class spirits companies through the deployment of our proprietary Spirits Rapid Aging Systems and related energy wave technology in their facilities. These are win-win agreements: our new clients will receive the economic and sustainability benefits of our ‘Whiskey-as-a-Service’ model, while we receive recurring revenue though the licensing arrangements. We expect to build on these watershed agreements and grow our SRAS deployments with these customers and other top spirits companies.”
SRAS Overview
The Company’s SRAS units leverage patented molecular energy wave technology that swiftly and sustainably transforms distillate to maturity, delivering traditional flavors in a fraction of the time without sacrificing quality and with greatly reduced environmental impact and cost. Versus traditional aging methods, the Company’s SRAS units deliver the following benefits:
| ● | Quicker aging<br> (days vs. years) | ● | Greater innovation |
|---|---|---|---|
| ● | Less wood consumption (~90%<br> less) | ● | Faster speed to market |
| ● | Less storage space (barrel<br> housing) | ● | Uncompromised quality |
| ● | Less energy consumption | ● | Lower carbon footprint |
AboutMDWerks, Inc.
MDWerks, Inc. (“MDWerks”) (OTCQB: MDWK) is a forward-thinking company that is leading the charge in the world of sustainable technology. As a prominent provider of energy wave technologies, MDWerks is committed to developing innovative solutions that help businesses reduce their costs and drive business value. For more information, please visit https://mdwerksinc.com/.
MDWerks’ wholly owned subsidiary, Two Trees Beverage Company, is headquartered deep in the Appalachian Mountain country, creating fine spirits, aged sustainably. Two Trees’ fine spirits brands, including Two Trees^®^ and Tim Smith Spirits^®^, have received multiple industry awards. For more information, please visit https://twotreesdistilling.com/.
MDWerks’ wholly owned subsidiary, RF Specialties, LLC (“RFS”), addresses companies’ most pressing challenges by implementing automated radio frequency technology systems in a sustainable way reducing costs and increasing speed to market when compared to traditional methods. For more information, please visit https://www.rfspecialtiesus.com/.
CautionaryNote Regarding Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements also may be included in other publicly available documents issued by MDWK and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “would,” “could,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause MDWK’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others such as, but not limited to economic conditions, changes in the laws or regulations, demand for MDWK’s products and services, the effects of competition and other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Any forward-looking information provided in this release should be considered with these factors in mind. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K, which are available on the Securities and Exchange Commission’s website at sec.gov. We assume no obligation to update any forward-looking statements contained in this press release.
CompanyContact:
MDWerks, Inc.
Steven Laker
T: (252) 501-0019
stevel@mdwerksinc.com
InvestorContact:
The Equity Group
Kalle Ahl, CFA
T: (303) 953-9878
kahl@equityny.com