Filing Analysis
MDWerks, Inc. announced that its wholly owned subsidiary, RF Specialties, has secured a contract with USNR to service Mann-Russell radio frequency equipment globally.
📋 Key Facts
- Wholly owned subsidiary RF Specialties awarded a contract by USNR.
- The contract involves servicing Mann-Russell radio frequency equipment.
- The equipment serviced is installed across a worldwide customer base.
MDWerks, Inc. announced the expansion of its Board of Directors and the appointment of Richard Blackstone as an Independent Director on December 3, 2024.
📋 Key Facts
- The Board of Directors expanded from four to five members via written consent on December 3, 2024.
- Richard Blackstone appointed as an Independent Director for a three-year term starting December 3, 2024.
- Compensation includes $5,000 per calendar quarter and 100,000 shares of common stock (with $10,000 shares subject to a VWAP schedule).
- The appointment was made pursuant to the expansion of the board.
MDWerks, Inc. issued a press release announcing a third-party valuation of its intellectual property and brands at $400 million, dated May 13, 2024.
🚩 Red Flags
- Valuation is non-binding and provided for information purposes only via a press release rather than an audited financial statement.
📋 Key Facts
- Company received an IP and brands valuation of $400,000,000.
- Valuation was performed by a 'nationally recognized valuation firm'.
- The valuation date is retroactively set as May 13, 2024.
- Disclosure made under Item 7.01 (Regulation FD Disclosure).
MDWerks, Inc. announced that its common stock has been uplisted from the OTC Pink Open Market to the OTCQB Venture Market, effective November 21, 2024.
📋 Key Facts
- Stock trading tier changed from 'OTC Pink Open Market' to 'OTCQB Venture Market'.
- Uplisting is effective as of November 21, 2024.
- The company issued a press release (Exhibit 99.1) regarding the change.
MDWerks, Inc. announced the expansion of its Board of Directors from three to four members with the appointment of Timothy Brocopp as an independent director.
📋 Key Facts
- Board expanded from 3 to 4 directors on November 11, 2024.
- Timothy Brocopp appointed as an Independent Director effective November 16, 2024.
- Director term is set for three years.
- Compensation includes $5,000 per calendar quarter and 100,000 shares of common stock (with 10,000 shares subject to a VWAP schedule).
- The appointment was made via written consent of the Board.
MDWerks, Inc. has executed new employment agreements with its CEO/CFO (Steven Laker) and Chairman (James Cassidy), while simultaneously repurchasing all outstanding Series A Convertible Preferred Stock for $10.00.
🚩 Red Flags
- Significant dilution potential: The issuance of up to 6,000,000 new performance-based shares to the CEO and Chairman represents a substantial portion of equity.
- Highly aggressive compensation structure: Performance bonuses are tied heavily to gross revenue growth targets (10%, 15%, and 25% tiers).
- Potential related-party complexity: The repurchase of preferred stock from Tradition Reserve I LLC for a nominal $10.00 suggests a restructuring of the cap table involving significant stakeholders.
📋 Key Facts
- Company repurchased 8,957,000 shares of Series A Convertible Preferred Stock from Tradition Reserve I LLC for a total of $10.00 on Nov 7, 2024.
- All Series A Convertible Preferred Stock has been canceled; none remains outstanding.
- New employment agreement with CEO/CFO Steven Laker includes base salary scaling up to $350,000 by 2029 and performance bonuses based on revenue growth (15% and 25% tiers).
- Steven Laker received 500,000 shares upfront plus eligibility for an additional 3,000,000 shares based on performance benchmarks.
- New employment agreement with Chairman James Cassidy includes similar salary scaling up to $350,000 and equity incentives (up to 3.5M total shares).
- Both executives' agreements include non-compete and non-disparagement clauses.
MDwerks, Inc. completed the acquisition of RF Specialties LLC (RFS) on December 27, 2023, through an exchange of equity. The transaction involved issuing 7,500,000 shares of common stock to Keith A. Mort in exchange for 100% of the equity interests of RFS.
🚩 Red Flags
- Significant dilution: The issuance of 7.5 million shares represents a notable portion of the equity structure.
- Related party transaction: The acquisition was conducted via an exchange with Keith A. Mort (sole member of RFS), implying potential insider/related-party involvement.
📋 Key Facts
- Acquisition completed on December 27, 2023.
- MDwerks issued 7,500,000 shares of common stock to Keith A. Mort (sole member of RFS).
- RFS is now a wholly owned subsidiary of MDwerks, Inc.
- Post-transaction total shares outstanding: 198,391,536.
- Exchange shares are subject to a 24-month lock-up with staggered releases at 12, 18, and 24 months.
MDWerks, Inc. announced on May 24, 2024, that it has failed to timely file its Form 10-K for the fiscal year ended December 31, 2024. The company is working to file the report to regain 'Pink Current' status with OTC Markets.
🚩 Red Flags
- Failure to file timely periodic reports (Form 10-K) is a significant indicator of internal control weaknesses or financial distress.
- Risk of delisting from 'Current' status on OTC Markets, which can lead to decreased liquidity and loss of investor confidence.
📋 Key Facts
- The company missed the filing deadline for its annual Form 10-K for the fiscal year ended December 31, 2024.
- The purpose of the delay is noted as an effort to regain 'Pink Current' status with OTC Markets Group, Inc.
- The announcement was made via a press release issued on May 24, 2024.
MDWerks, Inc.'s subsidiary, Two Trees Beverages, has entered into a 15-year license agreement with Shine Time, LLC to expand the 'Tim Smith Spirits' product licensing territories internationally.
📋 Key Facts
- Agreement duration: Fifteen (15) years.
- Licensor/Licensee context: Subsidiary Two Trees Beverages is expanding territory for Tim Smith Spirits®.
- New territories include: European Union, United Kingdom, Norway, Switzerland, Iceland, Serbia, Turkey, and Ukraine.
MDWerks, Inc. announced that its subsidiary, Two Trees Beverages, has entered into a co-sponsorship agreement with Team Combat League (TCL), a franchise boxing league.
📋 Key Facts
- Date of report: January 23, 2024
- Subsidiary involved: Two Trees Beverages
- Partner: Team Combat League (TCL)
- Nature of agreement: Co-sponsorship of a franchise format boxing league