MKDW 6-K
MKDWELL Tech Inc. (MKDW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number 001-42197
MKDWELL Tech Inc.
1F, No. 6-2, Duxing Road,
Hsinchu Science Park,
Hsinchu City 300, Taiwan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Entry into Forbearance and Standstill Agreement with Streeterville Capital, LLC
As previously disclosed in the current reports on Form 6-K furnished on December 3, 2024, December 11, 2024 and May 14, 2025, MKDWELL Tech Inc., a British Virgin Islands business company (the “Company”), entered into a securities purchase agreement dated November 26, 2024 (the “November 2024 SPA”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued to the Investor an unsecured convertible promissory note, on November 26, 2024, in the principal amount of $1,851,000 (the “Note”), convertible into Ordinary Shares, for a purchase price of $1,700,000. The transaction closed on December 9, 2024 and the Company received an aggregate purchase price of $1,700,000. On May 13, 2025, the Company and the Investor entered into an amendment to the Note that revised the definition of the “Conversion Price” under the Note.
On December 2, 2025, the Company and the Investor entered into a Forbearance and Standstill Agreement (the “Agreement”) pursuant to which the Investor will temporarily forbear from exercising enforcement rights arising from a default of not delivering certain conversion shares under the Note, and to extend the Note’s maturity date to June 9, 2026 (the “New Maturity Date”), by which the Company has agreed to repay any remaining balance of the Note in cash. In connection with the extension of the Note’s maturity date, the outstanding balance will increase by 0.5% on the third day of each month from December 3, 2025 through May 3, 2026. During the standstill period from December 1, 2025 through February 28, 2026, the Company may make a $100,000 payment to the Investor on or before the third day of each month. For any month in which such payment is made, the Investor has agreed not to convert any portion of the Note during that month. For any month in which the payment is not made, the Investor may convert up to $100,000 of the balance of the Note into Ordinary Shares during that month, provided that the conversion price shall not fall below $0.04 per share (the “Floor Price”).
The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is appended as Exhibit 10.1 hereto and incorporated by reference herein. Capitalized terms not otherwise defined in this Form 6-K have the meaning given to them in the Agreement.
EXHIBITS
| Exhibit No. | Description | |
| 10.1 | Forbearance and Standstill Agreement dated December 2, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MKDWELL Tech Inc. | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Chief Executive Officer and Director | |
| Date: | December 5, 2025 | |
Exhibit 10.1
FORBEARANCE AND STANDSTILL AGREEMENT
This Forbearance and Standstill Agreement (this “Agreement”) is entered into as of December 2, 2025 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and MKDWell Tech Inc., a British Virgin Islands exempted company (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below).
A. Borrower previously sold and issued to Lender that certain Convertible Promissory Note dated November 26, 2024 in the original principal amount of $1,851,000.00 (the “Note”).
B. The Note was issued pursuant to that certain Securities Purchase Agreement dated November 26, 2024 by and between Borrower and Lender (the “Purchase Agreement,” and together with the Note and all other transaction documents entered into in conjunction therewith, the “Transaction Documents”).
C. An Event of Default occurred under the Note when Borrower failed to deliver the Conversion Shares required to be delivered pursuant to Conversion Notice #6 (the “Conversion #6 Shares”) delivered by Lender to Borrower on November 15, 2025.
D. Borrower has requested and Lender has agreed, subject to the terms, conditions and understandings expressed in this Agreement, to forbear from exercising its rights under the Note with respect to the Default and to extend the Maturity Date of the Note.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.
2. Forbearance. Subject to the terms, conditions and understandings contained in this Agreement, Lender hereby agrees to forbear from exercising its rights under the Note as a result of the Default (the “Forbearance”).
3. Extension; Extension Fee. Notwithstanding the terms and conditions of the Note, Lender and Borrower agree that the Maturity Date of the Note is hereby extended to June 9, 2026 (the “New Maturity Date”) (the “Extension”). Borrower covenants and agrees to pay any remaining Outstanding Balance of the Note in cash on the New Maturity Date. In consideration for the Extension, the Outstanding Balance will automatically increase by one-half percent (0.5%) on the third day of each month beginning on December 3, 2025 and ending on May 3, 2026.
4. Monthly Payments; Conversion Limitation; Floor Price.
(a) On or before the third day of each month during the period beginning on December 1, 2025 and ending on February 28, 2026 (the “Standstill Period”), Borrower will have the right to make a payment to Lender in the amount of $100,000.00 (each, a “Monthly Payment”). Monthly Payments will be made to the bank account designated by Lender in the wire transfer instructions attached hereto as Exhibit A. If Borrower fails to make a payment on or before the third day of the month, it will then lose the right to make the Monthly Payment for such month. For the avoidance of doubt, a Monthly Payment will not be deemed to be timely made unless it is received by Lender in its account before 5:00 PM Central Time on or before the third day of the month.
(b) In any month during the Standstill Period that Lender receives a Monthly Payment on or before the third day of the month, Lender agrees that it will not make any Conversions under the Note during such month (the “Standstill”). In any month during the Standstill Period that Borrower does not make a Monthly Payment on or before the third day, Lender will have the right to convert up to $100,000.00 of the Outstanding Balance into Conversion Shares (the “Conversion Limitation”) in such month. Following the Standstill Period, the Standstill and the Conversion Limitation will automatically terminate.
(c) The term “Floor Price” in the Note is hereby deleted in its entirety and replaced with the following:
““Floor Price” means $0.04 per share.”
5. Pre-Delivery Shares. Notwithstanding anything in the Transaction Documents to the contrary, from the date hereof until the Note is repaid in full, Lender will have the right to sell up to $100,000.00 of Pre-Delivery Shares (as defined in the Purchase Agreement) before needing to submit a Conversion Notice. Once Lender’s net sales of Pre-Delivery Shares reach $100,000.00, Lender will be required to submit a Conversion Notice covering such sales within forty-eight (48) hours, and Borrower will be obligated to deliver such Conversion Shares in accordance with the provisions of the Note.
6. Ratification of the Note. Except as amended hereunder, the Note shall be and remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed in all respects. Borrower acknowledges that it is unconditionally obligated to pay the remaining Outstanding Balance of the Note and represents that such obligation is not subject to any defenses, rights of offset or counterclaims. No forbearance or waiver other than as expressly set forth herein may be implied by this Agreement. Except as expressly set forth herein, the execution, delivery, and performance of this Agreement shall not operate as a waiver of, or as an amendment to, any right, power or remedy of Lender under the Note or the Transaction Documents, as in effect prior to the date hereof.
7. Failure to Comply. Borrower understands that the Forbearance, the Standstill, and the Conversion Limitation shall each terminate immediately upon the occurrence of any Event of Default under the Note after the date hereof (or any undiscovered Event of Default that occurred prior to the date hereof), and that in any such case, Lender may seek all recourse available to it under the terms of the Note, any other Transaction Document, or applicable law. Upon the termination of the Forbearance, the Standstill, and the Conversion Limitation, among other rights, Lender shall have the right to reinstate the Default, and convert all or any portion of the Outstanding Balance in accordance with the terms of the Note. For the avoidance of doubt, the termination of the Forbearance, the Standstill, and the Conversion Limitation pursuant to this Section shall not terminate, limit or modify any other provision of this Agreement, including, but not limited to, the provisions of Section 5 above.
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8. Representations, Warranties and Agreements. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:
(a) Borrower has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Borrower hereunder.
(b) Any Event of Default which may have occurred under the Note has not been, is not hereby, and shall not be deemed to be waived by Lender, expressly, impliedly, through course of conduct or otherwise except upon full satisfaction of Borrower’s obligations under this Agreement. The agreement of Lender to refrain and forbear from exercising any rights and remedies by reason of any existing default or any future default shall not constitute a waiver of, consent to, or condoning of, any other existing or future default.
(c) All understandings, representations, warranties and recitals contained or expressed in this Agreement are true, accurate, complete, and correct in all respects; and no such understanding, representation, warranty, or recital fails or omits to state or otherwise disclose any material fact or information necessary to prevent such understanding, representation, warranty, or recital from being misleading. Borrower acknowledges and agrees that Lender has been induced in part to enter into this Agreement based upon Lender’s justifiable reliance on the truth, accuracy, and completeness of all understandings, representations, warranties, and recitals contained in this Agreement. There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date hereof which would or could materially and adversely affect the understandings of Lender expressed in this Agreement or any representation, warranty, or recital contained in this Agreement.
(d) Except as expressly set forth in this Agreement, Borrower acknowledges and agrees that neither the execution and delivery of this Agreement nor any of the terms, provisions, covenants, or agreements contained in this Agreement shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Note or any of the other Transaction Documents.
(e) Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Agreement and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Agreement by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.
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(f) Borrower hereby acknowledges that it has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period of time to review, analyze, and discuss (i) all terms and conditions of this Agreement, (ii) any and all other documents executed and delivered in connection with the transactions contemplated by this Agreement, and (iii) all factual and legal matters relevant to this Agreement and/or any and all such other documents, with counsel freely and independently selected by Borrower (or had the opportunity to be represented by counsel). Borrower further acknowledges and agrees that it has actively and with full understanding participated in the negotiation of this Agreement and all other documents executed and delivered in connection with this Agreement after consultation and review with its counsel (or had the opportunity to be represented by counsel), that all of the terms and conditions of this Agreement and the other documents executed and delivered in connection with this Agreement have been negotiated at arm’s-length, and that this Agreement and all such other documents have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion of any kind or nature whatsoever having been exerted by or imposed upon any party by any other party. No provision of this Agreement or such other documents shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated, or drafted such provision.
(g) There are no proceedings or investigations pending or threatened before any court or arbitrator or before or by, any governmental, administrative, or judicial authority or agency, or arbitrator, against Borrower, except as listed on Schedule 8(g).
(h) There is no statute, regulation, rule, order or judgment and no provision of any mortgage, indenture, contract or other agreement binding on Borrower, which would prohibit or cause a default under or in any way prevent the execution, delivery, performance, compliance or observance of any of the terms and conditions of this Agreement and/or any of the other documents executed and delivered in connection with this Agreement.
(i) Borrower is solvent as of the date of this Agreement, and none of the terms or provisions of this Agreement shall have the effect of rendering Borrower insolvent. The terms and provisions of this Agreement and all other instruments and agreements entered into in connection herewith are being given for full and fair consideration and exchange of value.
(j) To the best of its belief, after diligent inquiry, Borrower represents and warrants that, as of the date hereof, other than the Default, no Event of Default under the Note (nor any breach by Borrower under any of the other Transaction Documents) exists.
8. Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with this Agreement or any other amendment to the Note granted herein.
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9. Arbitration. Each party agrees that any dispute arising out of or relating to this Agreement shall be subject to the Arbitration Provisions (as defined in the Purchase Agreement).
10. Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without regard to the principles of conflict of laws. Each party agrees that the proper venue for any dispute arising out of or relating to this Agreement shall be determined in accordance with the provisions of the Purchase Agreement. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
11. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by email transmission or other electronic transmission (including DocuSign or a similar program) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by email transmission or other electronic transmission (including DocuSign or a similar program) shall be deemed to be their original signatures for all purposes.
12. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
13. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.
14. Entire Agreement. This Agreement, together with the other Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.
15. No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors, stockholders, or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Agreement and the Transaction Documents, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, agents or representatives other than as set forth in this Agreement and in the Transaction Documents.
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16. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.
17. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Borrower may not assign this Agreement or any of its obligations herein without the prior written consent of Lender.
18. Continuing Enforceability; Conflict Between Documents. Except as otherwise modified by this Agreement, the Note and each of the other Transaction Documents shall remain in full force and effect, enforceable in accordance with all of its original terms and provisions. This Agreement shall not be effective or binding unless and until it is fully executed and delivered by Lender and Borrower. If there is any conflict between the terms of this Agreement, on the one hand, and the Note or any other Transaction Document (as may be amended from time to time), on the other hand, the terms of this Agreement shall prevail.
19. Time is of Essence. Time is of the essence with respect to each and every provision of this Agreement.
20. Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.
21. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
| BORROWER: | ||
| MKDWELL TECH INC. | ||
| By: | /s/ Ming-Chia Huang | |
| Ming-Chia Huang, CEO | ||
| LENDER: | ||
| STREETERVILLE CAPITAL, LLC | ||
| By: | /s/ John Fife | |
| John Fife, President | ||
[Signature Page to Forbearance and Standstill Agreement]
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
Schedule 8(g)
Litigation
| 1. | D. BORAL CAPITAL LLC vs CETUS CAPITAL ACQUISITION CORP., and MKDWELL TECH INC., SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK |
| 2. | PRYOR CASHMAN LLP vs CETUS CAPITAL ACQUISITION CORP., and MKDWELL TECH INC., SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK |