MKDW 6-K 2024 - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of November 2024

CommissionFile Number 001-42197

MKDWELLTech Inc.

1F,No. 6-2, Duxing Road,

HsinchuScience Park,

HsinchuCity 300, Taiwan

(Addressof 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 ☐

Electionto follow home country practices in lieu of certain Nasdaq corporate governance standards

MKDWELL Tech Inc. (the “Company”), a business company incorporated in the British Virgin Islands (“BVI”) has informed The Nasdaq Stock Market (“Nasdaq”) that it intends to follow certain BVI corporate governance practices in lieu of certain requirements of the Rule 5200 Series and 5600 Series of the NASDAQ Stock Market LLC Rules (the “Rules”) below:

1.	Rule<br> 5605(b)(2) of the Nasdaq Listing Rules, which requires that independent directors must have<br> regularly scheduled meetings at which only independent directors are present.
2.	Rule<br> 5620(a) of the Nasdaq Listing Rules, which requires that each company listing common stock<br> or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders<br> no later than one year after the end of the company’s fiscal year-end.
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3.	Rule<br> 5620(b) of the Nasdaq Listing Rules, which requires that each company that is not a limited<br> partnership shall solicit proxies and provide proxy statements for all meetings of shareholders<br> and shall provide copies of such proxy solicitation to Nasdaq.
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4.	Rule<br> 5635(a) of the Nasdaq Listing Rules, which requires that shareholder approval is required<br> prior to the issuance of securities in connection with the acquisition of the stock or assets<br> of another company if: (1) where, due to the present or potential issuance of common stock,<br> including shares issued pursuant to an earn-out provision or similar type of provision, or<br> securities convertible into or exercisable for common stock, other than a public offering<br> for cash: (A) the common stock has or will have upon issuance voting power equal to or in<br> excess of 20% of the voting power outstanding before the issuance of stock or securities<br> convertible into or exercisable for common stock; or (B) the number of shares of common stock<br> to be issued is or will be equal to or in excess of 20% of the number of shares of common<br> stock outstanding before the issuance of the stock or securities; or (2) any director, officer<br> or substantial shareholder (as defined by Rule 5635(e)(3)) of the company has a 5% or greater<br> interest (or such persons collectively have a 10% or greater interest), directly or indirectly,<br> in the company or assets to be acquired or in the consideration to be paid in the transaction<br> or series of related transactions and the present or potential issuance of common stock,<br> or securities convertible into or exercisable for common stock, could result in an increase<br> in outstanding common shares or voting power of 5% or more.
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5.	Rule<br> 5635(b) of the Nasdaq Listing Rules, which requires that shareholder approval is required<br> prior to the issuance of securities when the issuance or potential issuance will result in<br> a change of control of the company.
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6.	Rule<br> 5635(c) of the Nasdaq Listing Rules, which requires that shareholder approval is required<br> prior to the issuance of securities when a stock option or purchase plan is to be established<br> or materially amended or other equity compensation arrangement made or materially amended,<br> pursuant to which stock may be acquired by officers, directors, employees, or consultants,<br> except for: (1) warrants or rights issued generally to all security holders of the company<br> or stock purchase plans available on equal terms to all security holders of the company (such<br> as a typical dividend reinvestment plan); (2) tax qualified, non-discriminatory employee<br> benefit plans (e.g., plans that meet the requirements of Section 401(a) or 423 of the Internal<br> Revenue Code) or parallel nonqualified plans, provided such plans are approved by the company’s<br> independent compensation committee or a majority of the company’s independent directors;<br> or plans that merely provide a convenient way to purchase shares on the open market or from<br> the company at Market Value; (3) plans or arrangements relating to an acquisition or merger<br> as permitted under IM-5635-1; or (4) issuances to a person not previously an employee or<br> director of the company, or following a bona fide period of non-employment, as an inducement<br> material to the individual’s entering into employment with the company, provided such<br> issuances are approved by either the company’s independent compensation committee or<br> a majority of the company’s independent directors. Promptly following an issuance of<br> any employment inducement grant in reliance on this exception, a company must disclose in<br> a press release the material terms of the grant, including the recipient(s) of the grant<br> and the number of shares involved.
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7.	Rule<br> 5635(d) of the Nasdaq Listing Rules, which requires that shareholder approval is required<br> prior to a 20% Issuance at a price that is less than the Minimum Price. (A) “Minimum<br> Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as<br> reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii)<br> the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com)<br> for the five trading days immediately preceding the signing of the binding agreement. (B)<br> “20% Issuance” means a transaction, other than a public offering as defined in<br> IM-5635-3, involving the sale, issuance or potential issuance by the Company of common stock<br> (or securities convertible into or exercisable for common stock), which alone or together<br> with sales by officers, directors or Substantial Shareholders of the Company, equals 20%<br> or more of the common stock or 20% or more of the voting power outstanding before the issuance.
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8.	Rule<br> 5250(b)(3) of the Nasdaq Listing Rules, which requires that companies must disclose all agreements<br> and arrangements in accordance with this rule by no later than the date on which the company<br> files or furnishes a proxy or information statement subject to Regulation 14A or 14C under<br> the Securities Exchange Act of 1934 in connection with the company’s next shareholders’<br> meeting at which directors are elected (or, if they do not file proxy or information statements,<br> no later than when the company files its next Form 10-K or Form 20-F).
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9.	Rule<br> 5250(d) of the Nasdaq Listing Rules, which requires among others that each company (including<br> a limited partnership) shall make available to shareholders an annual report containing audited<br> financial statements of the company and its subsidiaries (which, for example, may be on Form<br> 10-K, 20-F, 40-F or N-CSR) within a reasonable period of time following the filing of the<br> annual report with the SEC; Nasdaq companies that distribute interim reports to shareholders<br> should distribute such reports to both registered and beneficial shareholders; each company<br> that is not a limited partnership and is subject to Rule 13a-13 under the Securities Exchange<br> Act of 1934 shall make available copies of quarterly reports including statements of operating<br> results to shareholders either prior to or as soon as practicable following the company’s<br> filing of its Form 10-Q with the SEC; each company that is not a limited partnership and<br> is not subject to Rule 13a-13 under the Securities Exchange Act of 1934 and that is required<br> to file with the SEC, or other regulatory authority, interim reports relating primarily to<br> operations and financial position, shall make available to shareholders reports which reflect<br> the information contained in those interim reports.
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The Company’s practices with regard to these requirements are not prohibited by the BVI Business Companies Act (Revised Edition) 2020. Additionally, the memorandum and articles of association of the Company which were amended and restated on July 19, 2024 do not prohibit the Company from following its BVI practices in lieu of the requirements of the Rules.

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<br> Huang
Title:	Chief<br> Executive Officer and Director
Date:	November<br> 27, 2024