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): December 27, 2023
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 of principal executive<br> offices) | (Zip 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 communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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. ☐
Item2.01 Completion of Acquisition or Disposition of Assets.
As disclosed in the Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) by MDwerks, Inc. (the “Company”) on January 25, 2023, the Company entered into an Exchange Agreement dated as of January 19, 2023 (the “Exchange Agreement”) with Keith A. Mort, the sole member of RF Specialties LLC (“RFS”) as amended on December 20, 2023 (the “Exchange”). Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr. Mort of 7,500,000 shares of the Company’s common stock (the “Exchange Shares”).
On December 27, 2023, the Company completed the acquisition of RFS and the Exchange and issued to Mr. Mort 7,500,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). Immediately following the completion of the Exchange, RFS became a wholly owned subsidiary of the Company and the number of shares of the Company’s Common Stock outstanding is 198,391,536.
The Exchange Shares are subject to a 24-month lock-up; provided, however, that (i) one-third of the Exchange Shares will be released from the lock-up restrictions on the 12-month anniversary of the closing of the Exchange, and (ii) one-third of the Exchange Shares will be released from the lock-up restrictions on the 18-month anniversary of the closing of the Exchange. The remaining one-third of the Exchange Shares will be released from the lock-up restrictions on the 24-month anniversary of the closing of the Exchange.
The foregoing description of the Exchange Agreement and the transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exchange Agreement attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on December 28, 2023 and incorporated herein by reference.
Item3.02 Unregistered Sales of Equity Securities
The Company incorporates the disclosure in Item 2.01 herein.
The securities issuances described herein were exempt from registration under the Securities Act in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On December 27, 2023, Michael Nordlicht resigned as the Chief Operating Officer and a member of the board of directors of the Company. There were no disagreements between Mr. Nordlicht and the Company as to its operations, policies or practices. Steven Laker, the Company’s Chief Executive Officer will take over Mr. Nordlicht’s duties as the Company’s Chief Operating Officer.
Item7.01 Regulation FD Disclosure.
On December 28, 2023, the Company issued a press release announcing the completion of the Exchange. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company undertakes no obligation to update, supplement or amend the press release attached as Exhibits 99.1.
The information in Exhibit 99.1 is being furnished and shall not be deemed “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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item9.01. Financial Statements of Businesses Acquired.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The unaudited pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K as soon as practicable and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(d) Exhibits.
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> December 28, 2023 | By: | /s/ Steven C. Laker |
| Name: | Steven C. Laker | |
| Title: | Chief Executive Officer |
Exhibit17.1
December 27, 2023
MDwerks Inc.
411 Walnut Street, Suite 10125
Green Cove Springs, FL
Ladies and Gentlemen:
This letter confirms that I hereby resign from the Board of Directors of MDwerks Inc. (the “Company”) and from all offices that I hold effective immediately. My resignation is not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies)or practices.
| Sincerely, |
|---|
| /s/ Michael Nordlicht |
| Michael<br> Nordlicht |
Exhibit99.1
MDWerksAcquires RF Specialties, LLC
PlatformTechnology Behind Sustainably Matured™ Accelerated Liquid Maturation Process Provides MDWerks with Multi-Industry Expansion Opportunities
GreenCove Springs, FL – December 28, 2023 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTC: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that it has acquired RF Specialties, LLC (“RFS”), a provider of modern energy wave solutions for the wood, adhesives, and food & beverage industries.
Steven Laker, CEO of MDWerks, commented, “Through the acquisition of RFS, we bring in house the technical expertise and equipment manufacturing capabilities behind the Sustainably Matured™ liquid maturation method owned and utilized by Two Trees Beverage Company, which we acquired in December 2023.
“We believe that the acquisition of RFS provides multi-avenue growth opportunities for MDWerks. With respect to Two Trees, we expect that the RFS acquisition will increase our capacity to satisfy future order demand for our branded line of spirits and accelerate our ability to secure new out-licensing agreements in the alcoholic beverage industry. More broadly, RFS’s integrated energy wave technology platform and specialized manufacturing know-how also provide MDWerks with the ability to diversify our business beyond the manufacture of aged, bulk spirits. RFS’s technology has been deployed successfully across several sectors beyond food and beverage, including engineered and structural wood manufacturing, and industrial adhesives. We intend to build on this sound foundation and, over time, evolve our business via the pursuit of value-added applications of this proven technology in a range of new industries. We are very pleased that RFS’s founder, Keith A. Mort, will join our team and continue to oversee the RFS business.”
Mr. Mort added, “The RFS technology platform has been validated across several industries and businesses, including at MDWerks’ main operating unit, Two Trees Beverage Company. Our unique technology suite helps customers improve efficiency, increase speed-to-market, spur innovation, promote sustainability, and reduce energy, labor, and materials costs. I look forward to helping the team grow existing revenue streams while developing new expansion opportunities.”
Leveraging its patented technology platform, RFS primarily provides consulting, engineering, custom design-and-build, equipment maintenance and machine parts replacement services to a range of customers, including some larger blue-chip brands in the wood manufacturing and adhesives industries. RFS brings a broad platform enabling MDWerks to out-license, manufacture for its own use, and manufacture on spec for third parties.
ExecutiveTransition
MDWerks today also announced that Michael J. Nordlicht has resigned from the Company’s Board of Directors and as the Company’s Chief Operating Officer, effective immediately. His duties with the Company will be assumed by Steven Laker, CEO.
James Cassidy, Executive Chairman of MDWerks, noted, “Michael has been a valuable member of our team, and we each benefited from his experience, dedication, and counsel. He played an integral role in establishing a strong foundation for future growth, most notably reflected in our December acquisition of Two Trees Beverage Company and, today, RFS. On behalf of the Company’s Board of Directors, I would like to thank Michael for his work and wish him the best of luck in his future endeavors.”
Mr. Nordlicht added, “With the recent acquisitions of Two Trees Beverage Company and RFS, MDWerks is well positioned for success. I have enjoyed working with the entire MDWerks team and look forward to following the Company’s progress in the years to come.”
Form8-K
A Current Report on Form 8-K containing further details of the transaction was filed by MDWK and is available free of charge on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov.
AboutRF Specialties, LLC
RF Specialties, LLC (“RFS”) addresses companies’ most pressing challenges by implementing automated radio frequency technology systems in a sustainable way reducing energy costs and increasing speed to market when compared to traditional methods. For more information, please visit https://www.rfspecialtiesus.com/.
AboutMDWerks, Inc.
MDWerks, Inc. (“MDWerks”) (OTC: 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 energy 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. For more information, please visit https://twotreesdistilling.com/.
CautionaryNote Regarding Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified by the use of the terms “will,” “look forward to” and “aim,” and similar words indicating possible future expectations, events or actions. Such forward-looking statements are based on current expectations, assumptions, estimates and projections about our business and our industry, and are not guarantees of our future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond our ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. The Company has provided additional information about the risks facing our business in its most recent annual report on Form 10-K, and any subsequent periodic and current reports on Forms 10-Q and 8-K, filed by it with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made and are expressly qualified in their entirety by the cautionary statements set forth herein and in the filings with the Securities and Exchange Commission identified above, which you should read in their entirety before making an investment decision with respect to our securities. We undertake no obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable law.
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