UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), dated as of February 13, 2023, by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees Beverage Co. (“Two Trees”). Also as previously disclosed, on February 16, 2023, the Company, Merger Sub and Two Trees entered into Amendment No. 1 to Merger Agreement (“Amendment No. 1”).
On September 11, 2023, the Company, Merger Sub and Two Trees entered into Amendment No. 2 (“Amendment No. 2”) to the Merger Agreement. Pursuant to the terms of Amendment No. 2, all of the common stock and all of the preferred stock of Two Trees will be treated equally in the Merger and will collectively be converted into a total of 60,000,000 shares of the Company’s common stock (being the Merger Consideration, as defined in the Merger Agreement), pro rata based on the total of all of the common stock and all of the preferred stock of Two Trees.
In addition, pursuant to the terms of Amendment No. 2, the requirement in the Merger Agreement that the Company’s common stock issued at the closing of the Merger will be subject to a lock-up agreement was removed.
Except as set forth in Amendment No. 2, the Merger Agreement, as amended, remains in full force and effect.
The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 2 to Merger Agreement, dated as of September 11, 2023, by and between the registrant, MD-TT Merger Sub, Inc. and Two Trees Beverage Co. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MDwerks, Inc. | ||
| Date: September 13, 2023 | By: | /s/ Steven C. Laker |
| Name: | Steven C. Laker | |
| Title: | Chief Executive Officer | |
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