MDWerks, Inc. 10-K/A

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, 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 Identification No.) 411 Walnut Street , Suite 20125 Green Cove Springs , FL 32043 (Address of principal executive offices, Zip Code) Registrant’s telephone number, including area code: (252) 501-0019 Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐      Accelerated filer ☐ Non-accelerated filer ☒  Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on June 30, 2023 was approximately $ 261,956 . As of June 28, 2024 the Company has 201,324,868 shares of common stock issued and outstanding. EXPLANATORY NOTE This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of MDwerks, Inc. (the “Company”) for the period ended December 31, 2024, originally filed on June 28, 2024 (the “Original Filing”), is being filed solely to correct an error in the disclosure contained on the cover page of the Original Filing checking of the “yes” box for the following: “Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.).” The Company erroneously checked the “yes” box, however, the “no” box should have been checked instead and the Company is filing this Amendment No. 1 solely to correct this error on the cover page. Except as described above, no other changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing. This Amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-K. The Company’s Principal Executive Officer and Principal Financial Officer has provided new certifications dated as of the date of this filing in connection with this Amendment (Exhibits 31.1, 31.2, and 32.1). DOCUMENTS INCORPORATED BY REFERENCE None . M&K CPAS, PLLC The Woodlands, TX PCAOB ID 2738 2 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES See the Exhibit Index on the following page of this Annual Report on Form 10-K/A. Exhibit No. Document Description 2.1 Merger Agreement, dated February 13, 2023, by and among MDwerks, Inc., MD-TT Merger Sub, Inc. and Two Trees Beverage Co. (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2023) ** 2.2 Amendment No. 1 to Merger Agreement, dated February 16, 2023, by and among MDwerks, Inc., MD-TT Merger Sub, Inc. and Two Trees Beverage Co. (Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2023) ** 3.1 Amended and Restated Certificate of Incorporation of the registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2022). 3.2 Amended and Restated Bylaws of the registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2022). ** 3.3 Certificate of Elimination of the registrant (Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2022). ** 4.1 Description of securities.** 10.1 Exchange Agreement, dated as of January 19, 2023, by and among the registrant, RF Specialties LLC and Keith A. Mort (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 25, 2023). ** 19.1 Insider trading policy of the registrant.* 31.1 Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 * 31.2 Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 * 32.1 Certification of Principal Executive Officer and Principal Accounting Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002 * 32.2 Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ** 101.SCH Inline XBRL Taxonomy Extension Schema Document ** 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document ** 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document ** 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document ** 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document ** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** * Filed herewith. ** Filed Previously ITEM 16. FORM 10-K SUMMARY None. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MDwerks, Inc. Dated: October 15, 2024 By: /s/ Steven C. Laker Steve Laker Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Steven C. Laker Chief Executive Officer, Chief Financial Officer and Director (principal executive officer and principal financial officer) October 15, 2024 Steven C. Laker /s/ James P. Cassidy Director October 15, 2024 James P. Cassidy /s/ Edward D. Kratovil Director October 15, 2024 Edward D. Kratovil 4