UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2023, MDwerks, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”), dated as of January 19, 2023, by and between the Company, RF Specialties LLC (“RFS”) and Keith A. Mort as the sole member of RFS (the “Member”). Each of RFS, the Member and the Company may be referred to herein collectively as the “Parties” and separately as a “Party.”
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”). Whereby, immediately following the closing of the Exchange, RFS will become a wholly owned subsidiary of the Company.
On December 20, 2023, the Parties entered into an Amendment No. 1 to the Exchange Agreement (the “Amendment”) changing the following provisions of the Exchange Agreement:
| ● | Termination Date | |
| The date on which the Exchange must take place, or the Exchange Agreement will be terminated has been amended from May 31, 2023, to February 1, 2024. | ||
| ● | Removal of a Condition to the Closing | |
| The following provision, Section 6.01(f) of the Exchange Agreement, has been altogether removed: | ||
| “Tradition Reserve I LLC, the majority shareholder of the Company as of the Effective Date (“Tradition”) shall have completed the distribution of the Equity Securities of the Company held by Tradition to the members of Tradition, as determined by Tradition.” |
Other than the changes made in the Amendment, the Exchange Agreement remains in full force and effect.
The foregoing description of the Amendment No. 1 to the Exchange Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Amendment No. 1 to the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1, dated as of December 20, 2023, to the Exchange Agreement by and among the registrant, RF Specialties LLC and Keith A. Mort, dated January 19, 2023 | |
| 104 | Cover 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: December 27, 2023 | By: | /s/ Steven C. Laker |
| Name: | Steven C. Laker | |
| Title: | Chief Executive Officer | |