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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MDwerks, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to MDwerks, Inc. (Exact name of registrant as specified in its charter) |
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| July 30, 2025 |
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): July 30, 2025 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 30, 2025 |
Exhibit 99.1 MDWerks to Deliver Molecular Sawdust Drying System to Leading U.S. Lumber Company Leverages proprietary molecular energy wave technology to consistently, efficiently and cost-effectively dry sawdust for wood pellet production Green Cove Springs, FL – July 30, 2025 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB: MDWK), a forward-thinking company leading the charge in the world of |
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| July 22, 2025 |
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): July 22, 2025 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 22, 2025 |
Exhibit 99.1 MDWerks’ Two Trees Beverage Subsidiary to Install New Spirits Rapid Aging System Expected to approximately quintuple Two Trees’ spirits production capacity Green Cove Springs, FL – July 22, 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 |
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| July 15, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) MDwerks, Inc. (Exact Name of Registrant as Specified in its Charter) Fee Previously Paid Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0001 per share Other (2 |
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| July 15, 2025 |
As filed with the Securities and Exchange Commission on July 15, 2025 As filed with the Securities and Exchange Commission on July 15, 2025 Registration No. |
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| July 15, 2025 |
MDWerks, Inc. 2025 Equity Incentive Plan Exhibit 99.1 MDWerks, Inc. 2025 Equity Incentive Plan Table of Contents Article I. Purposes and Definitions 1 Section 1.01 Purposes of this Plan; Structure. 1 Section 1.02 Definitions. 1 Section 1.03 Additional Interpretations. 6 Article II. Stock Subject to this Plan; Administration. 6 Section 2.01 Stock Subject to this Plan. 6 Section 2.02 Administration of this Plan. 7 Section 2.03 Eligibility. |
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| July 9, 2025 |
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): July 9, 2025 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 9, 2025 |
MDWerks’ Two Trees Beverage Subsidiary Receives Three 2025 SIP Awards Exhibit 99.1 MDWerks’ Two Trees Beverage Subsidiary Receives Three 2025 SIP Awards Green Cove Springs, FL – July 9, 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”), received three 2025 SIP Awards, including a Silver Med |
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| May 29, 2025 |
MDWerks Appoints New Transfer Agent Exhibit 99.1 MDWerks Appoints New Transfer Agent Green Cove Springs, FL – May 29, 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 the Company has appointed Continental Stock Transfer & Trust Company as its new transfer agent, effective June 2, 2025. Shareholders do not need t |
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| May 29, 2025 |
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): May 29, 2025 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 13, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 13, 2025 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to MDwerks, Inc. (Exact name of registrant as specified in its charter) |
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| May 13, 2025 |
MDWerks Issues Shareholder Update Exhibit 99.1 MDWerks Issues Shareholder Update Green Cove Springs, FL – May 13, 2025 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today issued the following shareholder update from its Chief Executive Officer, Steven Laker. Dear Fellow Shareholders, With our first quarter results of 2025 now behind |
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| March 25, 2025 |
Insider trading policy of the registrant.* Exhibit 19.1 POLICY ON INSIDER TRADING MDwerks, INC. Company “insiders” are subject to individual responsibilities and restrictions in addition to the responsibilities and obligations of the company itself. An “Insider” of a company is a person who is a director, officer, contractor, employee, advisor or consultant in possession of nonpublic material information regarding a company, as well as a s |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56299 MDwerks, Inc. (Exact name of |
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| March 25, 2025 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of our capital stock is based upon our certificate of incorporation, our bylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended, and our bylaws, as amended, copies of w |
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| March 10, 2025 |
Executive Employment Agreement dated March 1, 2025, between David Stephens and the registrant. Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), entered into effective March 1, 2025, by and between MDWERKS, Inc. (Symbol: MDWK), a Florida corporation with an address of 411 Walnut Street, Suite 20125, Green Cove Springs, Florida 32043 (the “Company”) with David Stephens, an individual resident of the State of Texas with an address in The Woodl |
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| March 10, 2025 |
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): March 10, 2025 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 10, 2025 |
MDWerks Appoints David Stephens as Chief Financial Officer Exhibit 99.1 MDWerks Appoints David Stephens as Chief Financial Officer Green Cove Springs, FL – March 10, 2025 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced the appointment of David Stephens as the Company’s Chief Financial Officer, effective March 1, 2025. Mr. Stephens brings to MD |
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| February 19, 2025 |
Exhibit 99.1 MDWerks Announces Two New Contracts to Deploy its Proprietary Spirits Rapid Aging System at Industry-Leading Spirits Companies Green Cove 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 T |
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| February 19, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 or other jurisdiction of incorporation) (Commission File Nu |
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| February 18, 2025 |
MDWerks Provides Information Regarding Removal of Share Restriction Exhibit 99.1 MDWerks Provides Information Regarding Removal of Share Restriction Green Cove Springs, FL – February 14, 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 shareholders of MDWerks who hold restricted securities of the Company and have held them for at least six (6) |
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| February 18, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 or other jurisdiction of incorporation) (Commission File Nu |
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| January 29, 2025 |
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): January 27, 2025 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 17, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 17, 2024 |
Exhibit 99.1 MDWerks’ RF Specialties Subsidiary Awarded New Contract to Maintain Mann-Russell Tube Based Radio Frequency Equipment across USNR’s Global Installed Base Green Cove Springs, FL – December 17, 2024 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that the Company’s RF Specia |
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| December 6, 2024 |
MDWerks Expands its Board with the Appointment of Richard Blackstone as a New Independent Director Exhibit 99.1 MDWerks Expands its Board with the Appointment of Richard Blackstone as a New Independent Director Green Cove Springs, FL – December 6, 2024 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced the expansion of the Company’s Board of Directors (the “Board”) to five members with |
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| December 6, 2024 |
Exhibit 10.1 MDWerks, Inc. Independent Director Agreement (Director Name: [XXX]) Dated as of [], 2024 This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between MDWerks, Inc., a Delaware Corporation (“Company”), and [XXX] (“Director”). The Company and Director may be referred to herein |
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| December 6, 2024 |
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 6, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 4, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 4, 2024 |
Exhibit 99.1 MDWerks’ Key Intellectual Property Assets Valued at Approximately $400 Million by Leading Independent Financial Advisory Firm Green Cove Springs, FL – December 4, 2024 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that a nationally recognized tax, valuation, and financia |
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| November 21, 2024 |
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): November 21, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 21, 2024 |
MDWerks Announces Uplisting to OTCQB Venture Market Exhibit 99.1 MDWerks Announces Uplisting to OTCQB Venture Market Green Cove Springs, FL – November 21, 2024 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTC: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that the Company’s stock has been approved by OTC Markets Group Inc. for uplisting from the OTC Pink Open Market to the OTCQB Ventur |
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| November 19, 2024 |
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): November 11, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 19, 2024 |
Independent Director Agreement dated November 18, 2024, between Timothy Brocopp and the registrant. Exhibit 10.1 MDWerks, Inc. Independent Director Agreement (Director Name: [XXX]) Dated as of [], 2024 This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between MDWerks, Inc., a Delaware Corporation (“Company”), and [XXX] (“Director”). The Company and Director may be referred to herein |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to MDwerks, Inc. (Exact name of registrant as specified in its char |
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| November 12, 2024 |
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): November 7, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 12, 2024 |
Executive Employment Agreement dated November 7, 2024, between James Cassidy and the registrant Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), entered into retroactive to January 1, 2024, by and between MDWERKS, Inc. (Symbol: MDWK), a Florida corporation with an address of 411 Walnut Street, Suite 20125, Green Cove Springs, Florida 32043 (the “Company”) with James Cassidy, an individual resident of the State of North Carolina (“Executive”) |
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| November 12, 2024 |
Executive Employment Agreement dated November 7, 2024, between Steven Laker and the registrant. Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), entered into retroactive to July 15, 2024, by and between MDWERKS, Inc. (Symbol: MDWK), a Florida corporation with an address of 411 Walnut Street, Suite 20125, Green Cove Springs, Florida 32043 (the “Company”) with Steven Laker, an individual resident of the State of New York (“Executive”)(“Company |
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| October 15, 2024 |
Insider trading policy of the registrant.* Exhibit 19.1 POLICY ON INSIDER TRADING MDwerks, INC. Company “insiders” are subject to individual responsibilities and restrictions in addition to the responsibilities and obligations of the company itself. An “Insider” of a company is a person who is a director, officer, contractor, employee, advisor or consultant in possession of nonpublic material information regarding a company, as well as a s |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56299 MDwerks, |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0 |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to MDwerks, Inc. (Exact name of registrant as specified in its charter) |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as specified in its chart |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56299 MDwerks, Inc. (Exact name of |
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| June 28, 2024 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following description of our capital stock is based upon our certificate of incorporation, our bylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended, and our bylaws, as amended, copies of w |
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| June 28, 2024 |
Insider trading policy of the registrant.* Exhibit 19.1 POLICY ON INSIDER TRADING MDwerks, INC. Company “insiders” are subject to individual responsibilities and restrictions in addition to the responsibilities and obligations of the company itself. An “Insider” of a company is a person who is a director, officer, contractor, employee, advisor or consultant in possession of nonpublic material information regarding a company, as well as a s |
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| May 24, 2024 |
MDWerks Common Stock Transitions to OTC Expert Market Exhibit 99.1 MDWerks Common Stock Transitions to OTC Expert Market May 22, 2024 Green Cove Springs, FL – May 24, 2024 – MDWerks, Inc. (“MDWerks” or the “Company”), a forward-thinking company leading the charge in the world of sustainable technology, today announced that its common stock has transitioned to trading on the OTC Expert Market, where it can be found under the ticker symbol “MDWK,” beca |
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| May 24, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial data are presented to illustrate the effect of the following acquisitions (“the Acquisitions”): 1. On February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidia |
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| May 24, 2024 |
RF Specialties, LLC Audited Financial Statements December 31, 2022 and 2021 Table of Contents Exhibit 99.2 RF Specialties, LLC Audited Financial Statements December 31, 2022 and 2021 Table of Contents Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2 Statements of Operations 3 Statements of Changes in Members’ Equity (Deficit) 4 Statements of Cash Flows 5 Notes to the Financial Statements 6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Dir |
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| May 24, 2024 |
RF Specialties, LLC Unaudited Financial Statements September 30, 2023 Table of Contents Exhibit 99.3 RF Specialties, LLC Unaudited Financial Statements September 30, 2023 Table of Contents Unaudited Balance Sheets 1 Unaudited Statements of Operations 2 Unaudited Statements of Changes in Members’ Equity (Deficit) 3 Unaudited Statement of Cash Flows 4 Notes to the Unaudited Financial Statements 5 RF Specialties, LLC Balance Sheets (Unaudited) September 30, 2023 December 31, 2022 ASSETS |
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| May 24, 2024 |
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 or other jurisdiction of incorporation or organization) (Co |
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| May 24, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 24, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56299 NOTIFICATION OF LATE FILING CUSIP NUMBER 582829107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 MDWerks, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 MDWerks, Inc. FORM 12b-25 SEC FILE NUMBER 000-56299 NOTIFICATION OF LATE FILING CUSIP NUMBER 582829107 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on F |
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| February 6, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 6, 2024 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 6, 2024 |
Exhibit 99.1 MDWerks’ Two Trees Beverages Subsidiary Expands and Extends Collaboration with Tim Smith of Discovery Channel’s Moonshiners in New 15-Year Agreement Green Cove Springs, FL – February 6, 2024 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTC: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that the Company’s award-winning Two |
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| January 23, 2024 |
Exhibit 99.1 MDWerks’ Two Trees Beverages Subsidiary Announces Co-Sponsorship of Team Combat League in New Multi-Year Agreement Green Cove Springs, FL – January 23, 2024 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTC: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that the Company’s award-winning Two Trees Beverages subsidiary (“Two |
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| January 23, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 23, 2024 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 28, 2023 |
Exhibit 99.1 MDWerks Acquires RF Specialties, LLC Platform Technology Behind Sustainably Matured™ Accelerated Liquid Maturation Process Provides MDWerks with Multi-Industry Expansion Opportunities Green Cove 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 |
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| December 28, 2023 |
Resignation Letter from Michael Nordlicht dated December 27, 2023. Exhibit 17.1 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 (i |
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| December 28, 2023 |
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 or other jurisdiction of incorporation) (Commission File Nu |
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| December 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 8, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation o |
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| December 27, 2023 |
Exhibit 10.1 |
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| December 27, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 or other jurisdiction of incorporation) (Commission File Nu |
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| December 12, 2023 |
Exhibit 10.6 FIRST AMENDMENT TO CONSULTING AGREEMENT THIS First AMENDMENT TO CONSULTING AGREEMENT (the “First Amendment”) is made as of September 19, 2022 by and between Two Trees Beverage Company (the “Client”) and Joe Ragazzo (the “Consultant”), each of whom may be referred to herein as a “Party” and together as “Parties”. BACKGROUND WHEREAS, On , 2022, the Parties executed that certain consulti |
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| December 12, 2023 |
Exhibit 99.4 MDWerks Acquires Two Trees Beverage Company Disruptive, Proprietary and Proven Sustainably Matured ™ Liquid Maturation Technology Produces New Spirits in Days, Not Years, While Eliminating the Costs, Waste, and Environmental Impact of Wood Barrels Transaction Brings Award-Winning American Whiskey Portfolio of Two Trees® and Tim Smith Spirits® Brands Green Cove Springs, FL – December 1 |
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| December 12, 2023 |
Exhibit 99.2 Two Trees Beverage Company Consolidated Unaudited Financial Statements September 30, 2023 Table of Contents Consolidated Balance Sheets 1 Consolidated Statements of Operations 2 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 3 Consolidated Statement of Cash Flows 4 Notes to the Consolidated Financial Statements 5 Two Trees Beverage Company Consolidated Balance Sh |
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| December 12, 2023 |
Form of MDwerks Option between MDwerks, Inc. and a Holder Exhibit 10.2 MDwerks, Inc. - Option Award Agreement Holder: [] Dated as of [], 2023 This Option Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between MDwerks, Inc., a Delaware corporation (the “Company”), and the holder as named above (the “Holder”). The Company and Holder may collective be referred to as the “Parties” and e |
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| December 12, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 List of Subsidiaries of MDwerks, Inc. Entity Name Place of Organization Two Trees Beverage Company* Delaware Radio Aged Spirits, LLC** North Carolina Radio Aged Beer, LLC** North Carolina RF Kettle Company, LLC ** North Carolina Two Trees Distilling Company, LLC** North Carolina Prost Beverage Company** Florida * 100% owned subsidiary of MDwerks, Inc. ** 100% owned subsidiary of Two T |
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| December 12, 2023 |
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 7, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation or organization) (Com |
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| December 12, 2023 |
Exhibit 2.4 Amendment and Waiver Pursuant to Merger Agreement December 7, 2023 This Amendment and Waiver Pursuant to Merger Agreement (this “Amendment and Waiver”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) MDwerks, Inc., a Delaware corporation (the “Company”); (ii) MD-TT Merger Sub, Inc., a Delaware corporation and a wholly owned subsidia |
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| December 12, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial data are presented to illustrate the effect of the following merger agreement (the “Merger”): On February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of |
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| December 12, 2023 |
Form of Indemnification Agreement between MDwerks, Inc. and James P. Cassidy. Exhibit 10.3 Form of Indemnification Agreement Dated as of [], 2023 This Indemnification Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) MDwerks, Inc., a Delaware corporation (the “Company”); and (ii) [] (“Indemnitor”). Each of Indemnitor and the Company may be referred to herein collectively as the “Parties” and separatel |
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| December 12, 2023 |
Exhibit 99.1 Two Trees Beverage Company Audited Consolidated Financial Statements December 31, 2022 and 2021 Table of Contents Report of Independent Registered Public Accounting Firm 1 Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 4 Consolidated Statement of Cash Flows 5 Notes to the Consolidated Financial |
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| December 12, 2023 |
Form of Option Rollover Agreement between MDwerks, Inc. and a Rollover Holder. Exhibit 10.1 Option Rollover Agreement Rollover Holder: [] This Option Rollover Agreement (this “Agreement”) is entered into as of [], 2023 (the “Effective Date”), by and between the MDwerks, Inc., a Delaware corporation (the “Company”), and the person or entity as set forth above (the “Rollover Holder”). The Company and the Rollover Holder may each be referred to herein individually as a “Party” |
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| December 12, 2023 |
Consulting Agreement between Two Trees Beverage Company and Joe Ragazzo dated July 18, 2022. Exhibit 10.5 Consulting Agreement This consulting agreement (The “Agreement”) is dated this 18th day of July, 2022. Client Two Trees Beverage Company 17 Continuum Dr, Fletcher, NC 28732 (the “client”) Consultant Joe Ragazzo 100 District Drive, Apt 302 Asheville, NC 28803 (the “Consultant”) Background a. The Client is of the opinion that the Consultant has the necessary qualifications, experience a |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as specified in its c |
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| September 13, 2023 |
Exhibit 2.1 Amendment No. 2 To Merger Agreement This Amendment No. 2 to Merger Agreement (this “Amendment”) is made and entered into as of September 11, 2023 (the “Amendment Date”) by and among (i) MDwerks, Inc., a Delaware corporation (the “Company”); (ii) MD-TT Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”); and (iii) Two Trees Beverage Co., |
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| September 13, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 11, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File N |
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| August 31, 2023 |
Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits 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): August 25, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 31, 2023 |
Exhibit 2.1 Asset Purchase Agreement by and among MDwerks, Inc. and Dream Workz Automotive LLC TABLE OF CONTENTS PAGE Article I. Definitions and Interpretation 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 2 Article II. Purchase and Sale 3 Section 2.01 The Purchase and Sale. 3 Section 2.02 Closing 3 Section 2.03 Conveyance Taxes. 3 Article III. Representations and Warranties |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as specified in its charte |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as specified in its chart |
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| June 6, 2023 |
Exhibit 2.1 Asset Purchase Agreement BY AND AMONG MDwerks, Inc. AND Automotive Transmission Engineering Corp. TABLE OF CONTENTS PAGE ARTICLE I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions 2 ARTICLE II. Purchase and Sale 3 Section 2.01 The Purchase and Sale 3 Section 2.02 Closing 3 Section 2.03 Conveyance Taxes 3 ARTICLE III. Representations and |
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| June 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 31, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56299 MDwerks, Inc. (Exact nam |
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| May 19, 2023 |
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): May 15, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56299 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56299 MDwerks, Inc. (Exact name |
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| February 17, 2023 |
EX-2.2 3 ex2-2.htm Exhibit 2.2 Amendment No. 1 To Merger Agreement This Amendment No. 1 to Merger Agreement (this “Amendment”) is made and entered into as of February 16, 2023 (the “Amendment Date”) by and among (i) MDwerks, Inc., a Delaware corporation (the “Company”); (ii) MD-TT Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”); and (iii) Two Tr |
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| February 17, 2023 |
Exhibit 2.1 Merger Agreement by and among MDwerks, Inc., MD-TT Merger Sub, Inc. And Two Trees Beverage Co. TABLE OF CONTENTS PAGE ARTICLE I. Definitions and Interpretations 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 6 ARTICLE II. The Transactions 7 Section 2.01 The Merger and Effects of the Merger. 7 Section 2.02 The Closing. 7 Section 2.03 Effective Time. 7 Section 2.04 T |
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| February 17, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 13, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 3, 2023 |
Exhibit 16.1 February 2, 2023 Office of the Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: MDwerks, Inc. Commission File Number 000-56299 Dear Sirs/Madams: We have read Item 4.01 of MDwerks, Inc.’s (the “Company”) Form 8-K to be filed on February 2, 2023 and are in agreement with the statements relating only to TAAD, LLP. contained therein. We |
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| February 3, 2023 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 2, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 25, 2023 |
Exhibit 10.1 Exchange Agreement by and among MDwerks, Inc., RF Specialties LLC AND Keith A. Mort as the Sole Member of RF Specialties LLC TABLE OF CONTENTS PAGE Article I. Definitions and Interpretations 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 6 Article II. The Transactions 6 Section 2.01 The Exchange. 6 Section 2.02 Closing 7 Section 2.03 RFS Deliverables at the Closin |
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| January 25, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): January 19, 2023 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 000-56299 33-1095411 (State or other jurisdiction of incorporation or organization) (Com |
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| January 23, 2023 |
Unregistered Sales of Equity Securities 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 21, 2022 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 333-118155 33-1095411 (State or other jurisdiction of incorporation or organization) (C |
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| December 9, 2022 |
Unregistered Sales of Equity Securities 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 6, 2022 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 333-118155 33-1095411 (State or other jurisdiction of incorporation or organization) (Co |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as specified in its c |
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| September 19, 2022 |
Exhibit 3.3 CERTIFICATE OF ELIMINATION OF CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF MDwerks, Inc. a Delaware corporation MDwerks, Inc., a Delaware corporation (the ?Corporation?), DOES HEREBY CERTIFY: That, pursuant to authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation of the Corporation (the ? |
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| September 19, 2022 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MDwerks, Inc. MDwerks, Inc. (hereinafter referred to as the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware is July 2 |
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| September 19, 2022 |
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): September 13, 2022 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 333-118155 33-1095411 (State or other jurisdiction of incorporation or organization) ( |
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| September 19, 2022 |
EX-3.2 3 ex3-2.htm Exhibit 3.2 Amended and Restated Bylaws Of MDwerks, Inc. a Delaware corporation Adopted September 13, 2022 1. Offices. MDwerks, Inc. (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Delaware, as the Board |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as specified in its charte |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| July 27, 2022 |
Exhibit 10.1 Stock Purchase Agreement BY AND AMONG Tradition Reserve I LLC, MDwerks, Inc. And Ronin Equity Partners, Inc. Table of Contents Article I. Definitions and Interpretation 1 Section 1.01 Defined Terms. 1 Section 1.02 Interpretation. 7 Article II. The Transactions 7 Section 2.01 The Purchase. 7 Section 2.02 Forgiveness of Debt. 8 Section 2.03 Actions at the Closing. 8 Section 2.04 Closing |
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| July 27, 2022 |
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): July 21, 2022 MDWerks, Inc. (Exact name of registrant as specified in its charter) Delaware 333-118155 33-1095411 (State or other jurisdiction of incorporation or organization) (Commi |
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| May 23, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as spec |
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| May 13, 2022 |
NT 10-Q 1 mdwerksext.htm EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: March 31, 2022 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transiti |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 333-118155 MDwerks |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: December 31, 2021 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the T |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to MDwerks, Inc. (Exact name of small business issuer as |
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| August 23, 2021 |
MDwerks, Inc. 12 Park Mirage Lane Rancho Mirage, CA 92270 MDwerks, Inc. 12 Park Mirage Lane Rancho Mirage, CA 92270 Date: August 23, 2021 James Lopez Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission (202) 551-3536 Re: MD Werks Inc. Amendment to Registration Statement on Form 10 Filed August 6, 2021 File No. 000-56299 In response to our telephone conversation on August 20, 2021, we hereby confirm that |
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| August 6, 2021 |
10-12G/A 1 mdwerks1012ga.htm AMENDMENT TO FORM 10-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 33-1095411 (State or other jurisdiction of incorporati |
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| June 23, 2021 |
10-12G 1 mdwerks1012g.htm FORM10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 MDwerks, Inc. (Exact name of registrant as specified in its charter) Delaware 33-1095411 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id |
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| February 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-118155 MDWERKS, INC. (Exact name of registrant as specified in its chart |
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| February 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 8, 2010 MDWERKS, INC. |
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| November 23, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name o |
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| November 16, 2009 |
SEC FILE NUMBER 333-118155 IRS ID NUMBER 33-1095411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 8, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 28, 2009 MDWERKS, INC. |
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| August 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name of reg |
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| June 3, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 3, 2009 MDWERKS, INC. |
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| June 3, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name of |
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| June 3, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the transition period from to Commission file number 333-118155 MDWERKS, INC. |
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| May 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 14, 2009 MDWERKS, INC. |
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| May 15, 2009 |
EMPLOYMENT AGREEMENT (Executive Level) Exhibit 10.2 EMPLOYMENT AGREEMENT (Executive Level) AGREEMENT, dated as of May 15, 2009, between MDwerks, Inc., a Delaware corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him, upon the |
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| May 15, 2009 |
MDWERKS, INC. RESTRICTED STOCK AGREEMENT EX-10.1 2 v149937ex10-1.htm Exhibit 10.1 MDWERKS, INC. RESTRICTED STOCK AGREEMENT FOR Agreement 1. Award of Restricted Stock. The Committee hereby grants, as of , 2009 (the “Date of Grant”), to , restricted shares of the Company’s Common Stock, par value $.001 per share (collectively, the “Restricted Stock”). The Restricted Stock shall be subject to the terms, provisions and restrictions set forth |
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| May 14, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name of re |
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| April 22, 2009 |
EX-10.1 7 v146900ex10-1.htm Exhibit 10.1 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 15, 2009, by and between XENI MEDICAL BILLING, CORP., a Delaware corporation (“Guarantor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”). RECITALS A. Guar |
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| April 22, 2009 |
MDWERKS, INC. SERIES K WARRANT TO PURCHASE COMMON STOCK EX-4.3 4 v146900ex4-3.htm Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIO |
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| April 22, 2009 |
EX-10.11 17 v146900ex10-11.htm Exhibit 10.11 April 15, 2009 MDwerks, Inc. Attention: David Barnes Windolph Center, Suite I 1020 N.W. 6th Street Deerfield Beach, FL 33442 Re: Deferral of Principal and Interest Payments Dear David: Reference is made to the indebtedness evidenced by: (a) that certain First Amended and Restated Senior Secured Convertible Note dated September 28, 2007, as amended by Am |
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| April 22, 2009 |
EX-10.10 16 v146900ex10-10.htm Exhibit 10.10 GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of April 15, 2009, by and between XENI PATIENT ACCESS SOLUTIONS, INC., a Florida corporation (“Debtor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the |
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| April 22, 2009 |
EX-10.9 15 v146900ex10-9.htm Exhibit 10.9 GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of April 15, 2009, by and between XENI MEDICAL BILLING, CORP., a Delaware corporation (“Debtor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”) |
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| April 22, 2009 |
EX-10.6 12 v146900ex10-6.htm Exhibit 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of April 15, 2009, by and between XENI FINANCIAL SERVICES, CORP., a Florida corporation (“Debtor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”). RECITA |
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| April 22, 2009 |
EX-10.4 10 v146900ex10-4.htm Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 15, 2009, by and between XENI PATIENT ACCESS SOLUTIONS, INC., a Florida corporation (“Guarantor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”). RECITALS |
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| April 22, 2009 |
EX-10.7 13 v146900ex10-7.htm Exhibit 10.7 GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of April 15, 2009, by and between MDWERKS GLOBAL HOLDINGS, INC., a Florida corporation (“Debtor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender” |
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| April 22, 2009 |
EX-4.1 2 v146900ex4-1.htm Exhibit 4.1 LOAN AND SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC., XENI FINANCIAL SERVICES, CORP. and VICIS CAPITAL MASTER FUND DATED APRIL 15, 2009 LOAN AND SECURITIES PURCHASE AGREEMENT This LOAN AND SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 15th day of April, 2009, is made by and between MDWERKS, INC., a Delaware corporation (“MDwerks” o |
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| April 22, 2009 |
MDWERKS, INC. TO SERIES J WARRANT CERTIFICATE NO. W-J-1 April 15, 2009 EX-4.4 5 v146900ex4-4.htm Exhibit 4.4 MDWERKS, INC. AMENDMENT TO SERIES J WARRANT CERTIFICATE NO. W-J-1 April 15, 2009 THIS AMENDMENT TO SERIES J WARRANT CERTIFICATE (the “AMENDMENT”) is by MDWERKS, INC., a Delaware corporation (the “COMPANY”), in favor of VICIS CAPITAL MASTER FUND, as holder (“HOLDER”) of that certain Series J Warrant to Purchase Common Stock, Certificate No. W-J-1 (the “WARRANT |
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| April 22, 2009 |
EX-10.3 9 v146900ex10-3.htm Exhibit 10.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 15, 2009, by and between XENI MEDICAL SYSTEMS, INC., a Delaware corporation (“Guarantor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”). RECITALS A. Guara |
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| April 22, 2009 |
SENIOR SECURED PROMISSORY NOTE EX-4.2 3 v146900ex4-2.htm Exhibit 4.2 THIS SENIOR SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS SECURED P |
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| April 22, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 20, 2009 MDWERKS, INC. |
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| April 22, 2009 |
EX-10.2 8 v146900ex10-2.htm Exhibit 10.2 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 15, 2009, by and between MDWERKS GLOBAL HOLDINGS, INC., a Florida corporation (“Guarantor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”). RECITALS A. Gua |
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| April 22, 2009 |
EX-4.5 6 v146900ex4-5.htm Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of April 15, 2009 (as amended, modified or supplemented from time to time, this “Agreement”) by and between MDwerks, Inc., a Delaware corporation (the “Company”), and each securityholder identified on the signature pages hereto (each, including its successors and assig |
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| April 22, 2009 |
EX-10.5 11 v146900ex10-5.htm Exhibit 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of April 15, 2009, by and between MDWERKS, INC., a Delaware corporation (“Debtor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”). RECITALS A. Pursuant t |
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| April 22, 2009 |
MDWERKS SIGNS $3.2 MILLION LOAN AGREEMENT Exhibit 99.1 FOR IMMEDIATE RELEASE MDWERKS SIGNS $3.2 MILLION LOAN AGREEMENT DEERFIELD BEACH, Fl. ? April 22, 2009 ? MDwerks, Inc. (OTCBB:MDWK) (?the Company?), announced today that it has received net proceeds of $3,108,550 pursuant to a loan agreement with Vicis Capital Master Fund (?Vicis?). The net funds reflect payment of a 2% original issue discount of $64,000 as well as professional and oth |
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| April 22, 2009 |
EX-10.8 14 v146900ex10-8.htm Exhibit 10.8 GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of April 15, 2009, by and between XENI MEDICAL SYSTEMS, INC., a Delaware corporation (“Debtor”), and VICIS CAPITAL MASTER FUND, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Lender”). |
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| April 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the transition period from to Commission file number 333-118155 MDWERKS, INC. |
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| April 2, 2009 |
Via Federal Express April 2, 2009 Stephen Krikorian Accounting Branch Chief United States Securities and Exchange Commission 100 F. |
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| March 31, 2009 |
SEC FILE NUMBER 333-118155 IRS ID NUMBER 33-1095411 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 27, 2009 |
Via Federal Express February 27, 2009 Stephen Krikorian Accounting Branch Chief United States Securities and Exchange Commission 100 F. |
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| February 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 16, 2009 MDWERKS, INC. |
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| February 20, 2009 |
February 20, 2009 Stephen Krikorian Accounting Branch Chief United States Securities and Exchange Commission 100 F. |
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| February 20, 2009 |
Exhibit 10.1 Consultant Agreement Consultant Agreement, made as of February 16, 2009, between MDwerks, Inc. (the “Corporation”), Vandam Consulting Services, Inc, (the “Consultant”) and Howard B. Katz (“Katz”). Whereas, Katz intends to resign as Chairman, CEO and Director of the Corporation, and the Corporation wishes to assure itself of the services of Katz through the Consultant for the period pr |
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| January 12, 2009 |
CORRESP 1 filename1.htm Via Federal Express January 12, 2009 Stephen Krikorian Accounting Branch Chief United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: MDwerks, Inc. Form 10-KSB for the Fiscal Year Ended December 31, 2007 Filed March 27, 2008 Amended April 11, 2008 Form 10-Q for the Fiscal Quarter Ended September 30, 2008 File No. 333-118155 Dear Mr. |
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| January 8, 2009 |
AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE EX-4.2 3 v136532ex4-2.htm Exhibit 4.2 THIS AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHAN |
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| January 8, 2009 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 12 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached two Current Reports on Form |
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| January 8, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 31, 2008 MDWERKS, INC. |
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| January 8, 2009 |
FIRST AMENDMENT TO THE LOAN AND SECURITIES PURCHASE AGREEMENT Exhibit 4.1 FIRST AMENDMENT TO THE LOAN AND SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO THE LOAN AND SECURITIES PURCHASE AGREEMENT (the “Amendment”), dated this 31st day of December, 2008, is made by and between MDWERKS, INC., a Delaware corporation (“MDwerks” or the “Company”), XENI FINANCIAL SERVICES, CORP., a Florida corporation (“XFSC” and along with MDwerks, each a “Borrower” and co |
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| December 24, 2008 |
Material Modification to Rights of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 18, 2008 MDWERKS, INC. |
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| December 24, 2008 |
EMPLOYMENT AGREEMENT (Senior Executive Level) EX-10.1 2 v135690ex10-1.htm EMPLOYMENT AGREEMENT (Senior Executive Level) AGREEMENT, dated as of December 1, 2008, between MDwerks, Inc., a Delaware corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of emp |
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| December 24, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 11 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached two Current Reports on Form |
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| December 24, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 22, 2008 MDWERKS, INC. |
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| December 22, 2008 |
December 22, 2008 Stephen Krikorian Accounting Branch Chief United States Securities and Exchange Commission 100 F. |
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| December 5, 2008 |
Stephen Krikorian Accounting Branch Chief United States Securities and Exchange Commission 100 F. |
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| November 20, 2008 |
GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of November 14, 2008, by and between MDWERKS GLOBAL HOLDINGS, INC. |
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| November 20, 2008 |
EX-10.3 8 v133049ex10-3.htm GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of November 14, 2008, by and between XENI MEDICAL SYSTEMS, INC., a Delaware corporation (“Guarantor”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”). RECITALS A. Guarantor is either a direct or an indirect who |
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| November 20, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 10 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular ?Risk Factors? beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 8-K |
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| November 20, 2008 |
GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of November 14, 2008, by and between PATIENT PAYMENT SOLUTIONS, INC. |
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| November 20, 2008 |
SENIOR SECURED PROMISSORY NOTE EX-4.2 3 v133049ex4-2.htm THIS SENIOR SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHANGE FOR THIS SECURED PROMISSORY NO |
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| November 20, 2008 |
MDWERKS, INC. SERIES J WARRANT TO PURCHASE COMMON STOCK EX-4.3 4 v133049ex4-3.htm NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT |
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| November 20, 2008 |
GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of November 14, 2008, by and between XENI MEDICAL BILLING, CORP. |
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| November 20, 2008 |
FOR IMMEDIATE RELEASE MDWERKS SECURES FINANCING COMMITMENT FOR UP TO $10,014,000 TO FUND MEDICAL CLAIM PURCHASES FROM A PROSPECTIVE NEW CLIENT DEERFIELD BEACH, Fla. |
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| November 20, 2008 |
GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of November 14, 2008, by and between XENI MEDICAL SYSTEMS, INC. |
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| November 20, 2008 |
LOAN AND SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC., XENI FINANCIAL SERVICES, CORP. and DEBT OPPORTUNITY FUND, LLLP DATED NOVEMBER 14, 2008 LOAN AND SECURITIES PURCHASE AGREEMENT This LOAN AND SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 14th day of November, 2008, is made by and between MDWERKS, INC., a Delaware corporation (“MDwerks” or the “Company”), XENI FINANCI |
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| November 20, 2008 |
EX-4.4 5 v133049ex4-4.htm REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of November 14, 2008 (as amended, modified or supplemented from time to time, this “Agreement”) by and between MDwerks, Inc., a Delaware corporation (the “Company”), and each securityholder identified on the signature pages hereto (each, including its successors and assigns, a “Ho |
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| November 20, 2008 |
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of November 14, 2008, by and between MDWERKS, INC. |
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| November 20, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 14, 2008 MDWERKS, INC. |
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| November 20, 2008 |
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of November 14, 2008, by and between XENI FINANCIAL SERVICES, CORP. |
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| November 20, 2008 |
EX-10.10 15 v133049ex10-10.htm GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of November 14, 2008, by and between PATIENT PAYMENT SOLUTIONS, INC., a Florida corporation (“Debtor”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”). RECITALS A. Guarantor is either a d |
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| November 20, 2008 |
GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of November 14, 2008, by and between XENI MEDICAL BILLING, CORP. |
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| November 20, 2008 |
EX-10.7 12 v133049ex10-7.htm GUARANTOR SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of November 14, 2008, by and between MDWERKS GLOBAL HOLDINGS, INC., a Florida corporation (“Debtor”), and DEBT OPPORTUNITY FUND, LLLP, a limited liability limited partnership organized under the laws of the State of Florida (the “Lender”). RECITALS A. Guarantor is either a direc |
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| November 12, 2008 |
EX-99.2 7 v131675ex99-2.htm Exhibit 99.2 CONSENT AND WAIVER This CONSENT AND WAIVER (this “Consent and Waiver”) is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (in liquidation) (the “Consenting Holder”), a Cayman Islands company. WITNESSETH WHEREAS, the Consenting Holder is the sole holder of (i) a warrant, |
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| November 12, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 9 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 10-Q |
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| November 12, 2008 |
Exhibit 99.3 CONSENT AND WAIVER This CONSENT AND WAIVER (this ?Consent and Waiver?) is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the ?Company?), and VICIS CAPITAL MASTER FUND (the ?Consenting Holder?), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands. WITNESSETH WHEREAS, the Consenting Holder is the sole holde |
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| November 12, 2008 |
AMENDMENT NO. 2 MDWERKS, INC., FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE Exhibit 99.1 AMENDMENT NO. 2 to MDWERKS, INC., FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE This AMENDMENT NO. 2 to the MDwerks, Inc., First Amended and Restated Senior Secured Convertible Note, dated October 19, 2006 (this “Amendment”), is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUI |
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| November 12, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name o |
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| November 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 29, 2008 MDWERKS, INC. |
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| November 3, 2008 |
AMENDMENT No. 1 TO BY-LAWS MDWERKS, INC. (A DELAWARE CORPORATION) Exhibit 1.2 AMENDMENT No. 1 TO BY-LAWS Of MDWERKS, INC. (A DELAWARE CORPORATION) The stockholders and the Board of Directors of MDwerks, Inc. (the “Corporation”) have approved the following amendments to the By-Laws of the Corporation, effective on this the 29th day of October, 2008: Section 1 of Article I of the Bylaws the Corporation is hereby amended and restated to read as follows: Section 1. |
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| November 3, 2008 |
Certificate of Amendment of Certificate of Incorporation Exhibit 1.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MDwerks, Inc. It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is MDwerks, Inc. 2. The Certificate of Incorporation of the Corporation is hereby amended by substituting in lieu of said Article 4 the following new Article 4: 1. The total number of shares of stock which this Corp |
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| November 3, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 8 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 8-K o |
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| October 23, 2008 |
70 Grand Avenue River Edge, NJ 07661 tel. 201.343.3434 fax 201.343.6306 New York San Francisco Los Angeles Orange County Miami Fort Lauderdale Orlando Washington, D.C. Chicago London www.pecklaw.com Stephen P. Katz Partner Via Federal Express October 23, 2008 Stephen Krikorian Accounting Branch Chief United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: MD |
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| October 16, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 10, 2008 MDWERKS, INC. |
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| October 16, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 7 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 8-K o |
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| August 25, 2008 |
As filed with the Securities and Exchange Commission on August 25, 2008 As filed with the Securities and Exchange Commission on August 25, 2008 Registration No. |
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| August 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name of reg |
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| August 14, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 6 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 10-Q/ |
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| August 13, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name of |
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| July 16, 2008 |
119903As filed with the Securities and Exchange Commission on July 16, 2008 119903As filed with the Securities and Exchange Commission on July 16, 2008 Registration No. |
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| July 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name of |
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| July 15, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 5 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 10-Q/ |
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| July 8, 2008 |
Exhibit 99.1 CHANGING THE WAY YOU GET PAID…not the way you practice FOR IMMEDIATE RELEASE MDWERKS SIGNS A LETTER OF INTENT TO ENTER JOINT VENTURE WITH AUTOMATED HEALTHCARE SOLUTIONS TOGETHER WILL FORM NEW PHARMACEUTICAL CLAIMS COMPANY DEERFIELD BEACH, Fla. - July 8, 2008 - MDwerks, Inc. (OTCBB: MDWK), a provider of innovative web-based, electronic claims management and funding solutions for health |
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| July 8, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 4 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular ?Risk Factors? beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 8-K o |
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| July 8, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 1, 2008 MDWERKS, INC. |
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| June 25, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 10, 2008 MDWERKS, INC. |
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| June 25, 2008 |
MDWERKS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EX-4.2 2 v118091ex4-2.htm Exhibit 4.2 - Form of Non-Qualified Stock Option Agreement MDWERKS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR Agreement Grant of Option. MDwerks, Inc. (the “Company”) hereby grants, as of , 200 (“Date of Grant”), to (the “Optionee”) an option (the “Option”) to purchase up to shares of the Company’s Common Stock, par value $.001 per share (the “Shares”), at an exercise |
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| June 25, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 20, 2008 MDWERKS, INC. |
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| June 25, 2008 |
424B3 1 v118227424b3.htm Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 3 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached two |
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| June 25, 2008 |
MDWERKS, INC. INCENTIVE STOCK OPTION AGREEMENT EX-4.3 3 v118091ex4-3.htm Exhibit 4.3 - Form of Incentive Stock Option Agreement MDWERKS, INC. INCENTIVE STOCK OPTION AGREEMENT FOR Agreement 1. Grant of Option. MDwerks, Inc. (the “Company”) hereby grants, as of , 200 (“Date of Grant”), to (the “Optionee”) an option (the “Option”) to purchase up to shares of the Company’s Common Stock, par value $.001 per share (the “Shares”), at an exercise pric |
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| May 23, 2008 |
As filed with the Securities and Exchange Commission on May 23, 2008 As filed with the Securities and Exchange Commission on May 23, 2008 Registration No. |
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| May 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name of re |
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| May 15, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached Current Report on Form 10-Q |
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| May 1, 2008 |
424B3 1 v112348424b3.htm Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED APRIL 25, 2008 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2008 and in particular “Risk Factors” beginning on page 5 of the prospectus. This prospectus supplement includes the attached Cur |
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| May 1, 2008 |
Filed Pursuant to Rule 424(b)(3) Registration No.: 333-132296 PROSPECTUS MDWERKS, INC. 5,547,072 Shares of Common Stock 573,800 Warrants to Purchase Shares of Common Stock 566,667 Series A Warrants to Purchase Shares of Common Stock This prospectus relates to the sale by certain Selling Securityholders identified in this prospectus of up to an aggregate of 5,547,072 shares of common stock, par val |
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| April 29, 2008 |
EMPLOYMENT AGREEMENT (Executive Level) EX-10.1 2 v112132ex10-1.htm EMPLOYMENT AGREEMENT (Executive Level) AGREEMENT, dated as of January 1, 2008, between MDwerks, Inc., a Delaware corporation (the "Company"), and the Executive identified on Exhibit A attached hereto (the "Executive"). WITNESSETH: WHEREAS, the Company desires to retain the services of the Executive and to that end desires to enter into a contract of employment with him, |
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| April 29, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 24, 2008 MDWERKS, INC. |
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| April 15, 2008 |
POS AM 1 v110689posam.htm As filed with the Securities and Exchange Commission on April 15, 2008 Registration Statement No. 333-132296 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 ON FORM S-1/A TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDWERKS, INC. (Name of Small Business Issuer in Its Charter) Delaware 7389 33-1 |
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| April 11, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB/A (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the fiscal year ended December 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the transition period from to Commission file number 333-118155 MDWERKS, INC. |
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| April 2, 2008 |
EX-10.12 95 v109472ex10-12.htm Exhibit 10.12 AMENDMENT, CONSENT AND WAIVER This AMENDMENT, CONSENT AND WAIVER (this “Amendment, Consent and Waiver”) is dated as of March 31, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company (the “Consenting Holder”). WITNESSETH WHEREAS, pursuant to a Securities |
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| April 2, 2008 |
EX-3.1 2 v109472ex3-1.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS DESIGNATING SERIES B CONVERTIBLE PREFERRED STOCK OF MDWERKS, INC. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW MDWERKS, INC., a corporation organized and existing under the Delaware General Corporation Law (hereinafter called the “Corporation”), in accordance with the provisions of Section 151 |
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| April 2, 2008 |
MDWERKS, INC. SERIES I WARRANT TO PURCHASE COMMON STOCK Exhibit 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURI |
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| April 2, 2008 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EX-4.4 94 v109472ex4-4.htm Exhibit 4.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated this 31st day of March, 2008, is made by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Trust, a trust formed under the law |
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| April 2, 2008 |
MDwerks, Inc. Raises $6.8 Million Through a Private Placement Exhibit 99.1 FOR IMMEDIATE RELEASE MDwerks, Inc. Raises $6.8 Million Through a Private Placement DEERFIELD BEACH, Fla. – April 2, 2008 — MDwerks, Inc. (OTCBB: MDWK), a provider of innovative web-based, electronic claims management and funding solutions for healthcare professionals, announced today that it has raised net proceeds of $6.8 million through the sale of shares of preferred stock to Vici |
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| April 2, 2008 |
EX-4.1 3 v109472ex4-1.htm Exhibit 4.1 SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC. and VICIS CAPITAL MASTER FUND DATED MARCH 31, 2008 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 31st day of March, 2008, is made by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a ser |
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| April 2, 2008 |
MDWERKS, INC. SERIES H WARRANT TO PURCHASE COMMON STOCK EX-4.2 92 v109472ex4-2.htm Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI |
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| April 2, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 31, 2008 MDWERKS, INC. |
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| March 27, 2008 |
AMENDMENT No. 1 MDWERKS, INC. FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE EXHIBIT 4.11 AMENDMENT No. 1 To MDWERKS, INC. FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE This AMENDMENT No. 1 to the MDwerks, Inc. First Amended and Restated Senior Secured Convertible Note, dated September 28, 2007 (this “Amendment”) is dated as of March 1, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATI |
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| March 27, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-KSB (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the fiscal year ended December 31, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE OF 1934 For the transition period from to Commission file number 333-118155 MDWERKS, INC. |
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| March 27, 2008 |
AMENDMENT No. 1 MDWERKS, INC. FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE EX-4.12 5 v108235ex4-12.htm EXHIBIT 4.12 AMENDMENT No. 1 To MDWERKS, INC. FIRST AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE This AMENDMENT No. 1 to the MDwerks, Inc. First Amended and Restated Senior Secured Convertible Note, dated September 28, 2007 (this “Amendment”) is dated as of March 1, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITA |
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| March 12, 2008 |
424B3 1 v106673424b3.htm Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 10 TO PROSPECTUS DATED APRIL 25, 2007 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2007 and in particular “Risk Factors” beginning on page 7 of the prospectus. This prospectus supplement includes the attached Cu |
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| March 12, 2008 | ||
| March 12, 2008 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 10, 2008. |
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| March 12, 2008 |
MDWERKS ENTERS INTO CLAIMS PURCHASE AGREEMENT WITH CALIFORNIA BASED PHARMACEUTICAL COMPANY CHANGING THE WAY YOU GET PAID…not the way you practice FOR IMMEDIATE RELEASE MDWERKS ENTERS INTO CLAIMS PURCHASE AGREEMENT WITH CALIFORNIA BASED PHARMACEUTICAL COMPANY DEERFIELD BEACH, Fla. |
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| January 23, 2008 |
MDWERKS, INC. SERIES G WARRANT TO PURCHASE COMMON STOCK NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| January 23, 2008 |
EX-3.1 2 v100343ex3-1.htm AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS DESIGNATING SERIES B CONVERTIBLE PREFERRED STOCK OF MDWERKS, INC. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW MDWERKS, INC., a corporation organized and existing under the Delaware General Corporation Law (hereinafter called the “Corporation”), in accordance with the provisions of Section 151 thereof, DO |
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| January 23, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 18, 2008 MDWERKS, INC. |
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| January 23, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 9 TO PROSPECTUS DATED APRIL 25, 2007 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2007 and in particular “Risk Factors” beginning on page 7 of the prospectus. This prospectus supplement includes the attached Current Report on Form 8-K o |
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| January 23, 2008 |
SECURITIES PURCHASE AGREEMENT By and Between MDWERKS, INC. and VICIS CAPITAL MASTER FUND DATED JANUARY 18, 2008 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated this 18th day of January, 2008, is made by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a series of the Vicis Capital Master Tr |
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| January 23, 2008 |
MDWERKS, INC. SERIES F WARRANT TO PURCHASE COMMON STOCK EX-4.2 51 v100343ex4-2.htm NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT |
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| January 23, 2008 |
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT EX-4.5 53 v100343ex4-5.htm FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This First Amendment to Registration Rights Agreement (this “Amendment”), dated January 18, 2008, amends that certain Registration Rights Agreement, dated September 28, 2007 (the “Rights Agreement”), by and between MDwerks, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a series of the Vicis C |
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| January 4, 2008 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 8 TO PROSPECTUS DATED APRIL 25, 2007 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2007 and in particular “Risk Factors” beginning on page 7 of the prospectus. This prospectus supplement includes the attached Current Report on Form 8-K o |
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| January 4, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 31, 2007 MDWERKS, INC. |
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| December 5, 2007 |
MDWERKS, INC. CONVERTIBLE NOTE EX-4.1 2 v096360ex4-1.htm MDWERKS, INC. CONVERTIBLE NOTE Issuance Date: December 3, 2007 Original Principal Amount: U.S. $575,000 FOR VALUE RECEIVED, MDwerks, Inc., a Delaware corporation (the “Company”), hereby promises to pay to Vicis Capital Master Fund or its registered assigns (“Holder”) the amount set out above as the Original Principal Amount (as may be reduced pursuant to the terms hereof |
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| December 5, 2007 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 3, 2007 MDWERKS, INC. |
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| December 5, 2007 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 7 TO PROSPECTUS DATED APRIL 25, 2007 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2007 and in particular ?Risk Factors? beginning on page 7 of the prospectus. This prospectus supplement includes the attached Current Report on Form 8-K o |
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| November 14, 2007 |
Filed pursuant to Rule 424(b)(3) Registration Statement File No. 333-132296 PROSPECTUS SUPPLEMENT NO. 6/A TO PROSPECTUS DATED APRIL 25, 2007 MDWERKS, INC. This prospectus supplement should be read in conjunction with our prospectus dated April 25, 2007 and in particular ?Risk Factors? beginning on page 7 of the prospectus. This prospectus supplement includes the attached Current Report on Form 10- |
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| November 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact na |
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| November 13, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-118155 MDWERKS, INC. (Exact name |
