Filing Analysis
MDWerks, Inc. issued a press release regarding industry awards won by its subsidiary, Two Trees Beverage Company, and provided an updated corporate presentation for investors.
📋 Key Facts
- Subsidiary Two Trees Beverage Company received two 2026 SIP Awards.
- Two Trees Wood-Crafted Bourbon™ won a Gold Medal.
- Land of the Sky Straight Bourbon Whiskey Finished with Oak™ won a Platinum Medal.
- The company furnished a new corporate presentation (Exhibit 99.2) for investor use.
MDWerks, Inc. announced a potential joint venture with Rex Lumber Company aimed at developing and commercializing radio frequency-based solutions for the lumber and wood-products industry.
📋 Key Facts
- The company issued a press release on August 3, 2026, regarding a potential joint venture.
- Partner: Rex Lumber Company.
- Focus area: Development, deployment, and commercialization of radio frequency (RF) based solutions for the lumber and wood-products industry.
MDWerks, Inc. announced the expansion of its Board of Directors from five to six members with the appointment of Jeffrey Scott Hopmayer as an Independent Director. The filing also notes a press release regarding the appointment of Roy Milner to the Board.
🚩 Red Flags
- Equity-heavy compensation for a director (500,000 shares + quarterly VWAP-based share issuance) may lead to future dilution.
📋 Key Facts
- Board of Directors expanded from 5 to 6 members via written consent on July 9, 2026.
- Jeffrey Scott Hopmayer appointed as an Independent Director effective June 26, 2026.
- Hopmayer's compensation includes $5,000 per quarter and an initial grant of 500,000 shares of common stock.
- Quarterly bonus for Hopmayer consists of a number of shares equal to $30,000 divided by the VWAP schedule.
- Roy Milner was appointed to the Board (announced via press release on July 10, 2026).
MDWerks, Inc. announced that its subsidiary, RFS Specialties, LLC, has deployed a new proprietary Molecular Sawdust Drying System designed to adjust moisture content in sawdust for wood pellet production. The technology is intended to generate sales proceeds and ongoing ancillary service fees.
🚩 Red Flags
- The filing is categorized as Regulation FD disclosure, meaning the information is being released to ensure public access but may not yet be considered 'material' for liability purposes under Section 18.
📋 Key Facts
- Subsidiary RFS Specialties, LLC developed a 'Molecular Sawdust Drying System' using proprietary molecular energy wave technology.
- The system targets the production of wood pellets as an alternative green energy source.
- Revenue model includes upfront sales proceeds plus ongoing ancillary fees for servicing and maintenance.
- Filing was made under Item 7.01 (Regulation FD Disclosure) via a press release.
MDWerks, Inc. announced that its subsidiary, Two Trees Beverage Company, plans to install a second Spirits Rapid Aging System (SRAS) in August 2025. This expansion is driven by steady demand and is intended to increase spirits production capacity at the Fletcher, NC facility.
📋 Key Facts
- Subsidiary 'Two Trees Beverage Company' to install a second SRAS unit in August 2025.
- The new unit is being designed and built by MDWerks' other subsidiary, RF Specialties, LLC.
- Expansion is motivated by steady demand and projected growth potential at the Fletcher, NC facility.
MDWerks, Inc. issued an 8-K via Item 7.01 to announce industry awards received by its subsidiary, Two Trees Beverage Company. The filing is a non-material regulatory disclosure regarding product recognition.
📋 Key Facts
- Subsidiary 'Two Trees Beverage Company' won three 2025 SIP Awards.
- Awards include a Silver Medal and Innovation Award for Tim Smith’s Climax Honey Raspberry Flavored Whiskey™.
- Award includes a Silver Medal for Two Trees Snarly Yow Bourbon Whiskey™.
MDWerks, Inc. announced the appointment of Continental Stock Transfer & Trust Company as its new transfer agent, effective June 2, 2025.
📋 Key Facts
- The company is changing its transfer agent to Continental Stock Transfer & Trust Company.
- The change is scheduled to become effective on June 2, 2025.
- The announcement was made via a press release issued on May 29, 2025.
MDWerks, Inc. filed an 8-K to provide a press release containing various company and subsidiary updates under Regulation FD disclosure.
📋 Key Facts
- The filing was made on May 13, 2025.
- The report includes Exhibit 99.1, which is a press release regarding multiple recent Company and subsidiary updates.
- The information is disclosed pursuant to Regulation FD.
MDWerks, Inc. announced the appointment of David Stephens as Chief Financial Officer (CFO), effective March 1, 2025. The filing details a three-year employment agreement including base salary escalations and significant revenue-based performance bonuses.
🚩 Red Flags
- Potential related-party transaction: Mr. Stephens continues his role with Fresh Notions Financial Services, which serves as a contractor to the Company.
- Aggressive incentive structure: Bonuses are heavily weighted toward gross revenue growth rather than net income or EBITDA.
📋 Key Facts
- David Stephens appointed CFO effective March 1, 2025.
- Three-year term for the employment agreement starting March 1, 2025.
- Base salary: $120,000 in 2025; $150,000 in 2026; $175,000 in 2027.
- Performance bonuses tied to gross revenue growth (ranging from 10% to 25%+ thresholds).
- Bonuses include a mix of cash and Company stock vesting over 24 months for later years.
MDWerks, Inc. announced that its subsidiaries, Two Trees Beverage Company and RFS Specialties, LLC, have entered into new contracts with two industry-leading spirits companies. These agreements involve the deployment and licensing of the company's proprietary Spirits Rapid Aging System (SRAS).
🚩 Red Flags
- The filing is under Item 7.01 (Regulation FD Disclosure), meaning the information is not 'filed' for purposes of Section 18 liability, which limits the legal recourse available to investors regarding the accuracy of this specific press release content.
📋 Key Facts
- Two wholly owned subsidiaries (Two Trees Beverage Company and RFS Specialties, LLC) are parties to the agreements.
- The contracts involve the deployment and license of the 'Spirits Rapid Aging System' (SRAS).
- Counterparties are described as 'two industry-leading spirits companies'.
- Filing date: February 19, 2025; Event date: February 14, 2025.
MDWerks, Inc. issued a press release regarding the removal of restrictive legends from shares held by certain shareholders for at least six months. This allows these restricted securities to become freely tradable on the open market.
🚩 Red Flags
- Potential increase in secondary market supply (dilution of liquidity/price pressure) as restricted shares enter the float.
📋 Key Facts
- Date of event: February 14, 2025
- Shareholders holding restricted securities for at least six (6) months may now request legend removal.
- The process allows shares to become freely tradable and sellable on the open market.
MDWerks, Inc., through its subsidiary Two Trees Beverage Company, completed the acquisition of 680 barrels of whiskey from Brown Water Bourbon Xchange, LLC. The transaction was settled via the issuance of 5,000,000 restricted shares of Common Stock.
🚩 Red Flags
- Issuance of 5,000,000 restricted shares via an unregistered sale (Section 4(a)(2) exemption), which may lead to future dilution.
- Asset acquisition involves non-cash consideration (equity), which can be used to preserve cash but often signals a lack of liquidity or high valuation for the asset.
📋 Key Facts
- Transaction Date: January 27, 2025
- Buyer: Two Trees Beverage Company (wholly owned subsidiary of MDWerks)
- Seller: Brown Water Bourbon Xchange, LLC
- Assets Acquired: 680 barrels of whiskey
- Consideration: 5,000,000 restricted shares of Common Stock of MDWerks, Inc.
- The transaction was closed on the same day it was entered into.
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