What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-03-25 · 71 added, 82 removed, 111 unchanged (58% of the section changed)

(the “Company,” “MDwerks,” “we,” “us,” or “our”), a Delaware corporation,

was focused on effecting a “reverse merger,” capital exchange, asset acquisition, stock purchase, reorganization or other

similar business combination with one or more unrelated businesses (a “Business Combination”) that would benefit from the

Company’s public reporting status.

In December 2023, the Company completed the acquisition of two businesses as outlined below.

are a technology company pioneering the development of innovative energy wave solutions for industrial and other commercial enterprises.

is a technology company pioneering the development of innovative energy wave solutions for industrial and other commercial enterprises.

Our expertise in radio wave technologies and microwave technologies has led to multiple breakthroughs with applications both industrial

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resulting in improved efficiency, higher quality, and reduced processing time.

wholly-owned subsidiary, Two Trees Beverage Company, utilizes our Spirits Rapid Aging System, validating the use of our patented energy

wave technology within the premium craft spirits industry.

Our proprietary and patented molecular targeting system swiftly and sustainably

transforms distillate to maturity, delivering traditional flavors in a fraction of the time with greatly reduced environmental impact

Precision engineered to match traditional aging flavors and aromas, it has been used to produce over 50 SKUs and many award-winning

In December 2023, we completed the acquisition of RF Specialties,

LLC (“RFS”) and Two Trees Beverage Co.

and its subsidiaries (“Two Trees”).

is engaged in the business of developing sustainable radio frequency (“RF”) applications, and for over 14 years, has addressed

a variety of challenges faced by companies by implementing automated radio frequency technology.

One of these applications is a method

for the rapid aging of distilled spirits using RF energy.

This proprietary Spirits Rapid Aging System (“SRAS”) reduces energy

and production costs and increases the speed to market for distilled beverages when compared to traditional methods.

wholly-owned subsidiary, Two Trees Beverage Company, utilizes the SRAS, validating the use of this patented energy wave technology within

the premium craft spirits industry.

Our proprietary and patented molecular targeting system swiftly and sustainably transforms distillate

to maturity, delivering traditional flavors in a fraction of the time with greatly reduced environmental impact and cost.

Precision engineered

to match traditional aging flavors and aromas, it has been used to produce over 50 SKUs and many award-winning products.

of the Business of Two Trees

February 13, 2023, we entered into a Merger Agreement (the “Merger Agreement”), 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”).

The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party.”

consideration of the Merger Agreement, at the effective time of the Merger, each of the holders of Two Trees stock, subject to certain

exceptions set forth in the Merger Agreement, had the right to convert all of the shares of Two Trees stock into a total of 60,000,000

shares of Company common stock, which were apportioned between the Two Trees stockholders, pro rata, based on the number of shares of

Two Trees stock held by each of the Two Trees stockholders as of the closing of the Merger (the “Merger Consideration”).

Immediately following the Exchange, Two Trees became a wholly owned subsidiary of the Company.

1 to Two Trees Merger Agreement

February 16, 2023, the Company, Merger Sub and Two Trees entered into Amendment No.

1 to Merger Agreement (“Amendment No.

Pursuant to the terms of Amendment No.

1, the Merger Agreement was amended to reflect Two Trees’ authorized, issued and outstanding

capital stock as of the effective date of the Merger Agreement, which capital stock consisted of 15,000,000 shares of common stock, par

value $0.0001 per share, of which 9,999,604.69 shares were issued and outstanding as of the effective date of the Merger Agreement, and

3,529,500 shares of preferred stock, par value $0.0001 per share, of which 2,045,672.16 shares were issued and outstanding as of the

effective date of the Merger Agreement.

In addition, pursuant to the terms of Amendment No.

1, the Merger Agreement was amended to replace

Ragazzo with James Cassidy, Two Trees’ Chairman of the Board as the party to indemnify the Company for certain breaches of

the representations and warranties of Two Trees.

2 to Two Trees Merger Agreement

September 11, 2023, the Company, Merger Sub and Two Trees entered into Amendment No.

2 to Merger Agreement (“Amendment No.

Pursuant to the terms of Amendment No.

2, the Merger Agreement was amended to reflect that the Two Trees and the Company agree that the

requirement that the Company Common Stock issued at the Closing shall be subject to a Lock-Up Agreement by and between the Company and

each Two Trees Stockholder, was removed from the Merger Agreement, and the Company and the Two Trees Stockholders will not enter into

Lock-Up Agreements at the Closing, and that the Company shall have no shares of preferred stock issued or outstanding as of the Closing

Two Trees Story

produce a variety of aged alcoholic beverages using an innovative rapid-aging system.

This scalable technology results in all-natural,

high-quality products, efficiently produced, with a reduced environmental impact.

Our products are nearly indistinguishable from those

that are traditionally aged.

Two Trees spirits business produces a variety of aged alcoholic beverages using our innovative rapid-aging system.

This scalable technology

results in all-natural, high-quality products, quickly and efficiently produced, with a reduced environmental impact.

Our products are

nearly indistinguishable from those that are traditionally aged.

in Appalachian Mountain country, we created a proprietary process that mirrors and accelerates the natural aging process that occurs

when alcohol is aged in wooden barrels over time.

The true art of our craft spirits lives within the balance between the grain selection,

local water, and the full-bodied flavors from our toasted wood chip varieties.

Our wood chips are selected to pair with specific grains

and toasted to just the right char, bringing rich flavor profiles to life with a hint of smoke.

in 2025, the Company has executed two contracts for service-based revenue at Two Trees for the Company’s Spirits Rapid Aging System

Our proprietary and patented molecular targeting system swiftly and sustainably transforms distillate to maturity,

delivering traditional flavors in a fraction of the time with greatly reduced environmental impact and cost.

Precision engineered to

match traditional aging flavors and aromas, it has been used to produce over 50 SKUs for the Company and many award-winning products.

The Company anticipates continuing to offer this technology through a flexible technology license structure to enable customers to access

transformative technology with minimal upfront investment, while securing long-term, predictable revenue streams for the Company.

Company has agreements to build, install and lease 3 SRAS in 2025.

Trees has built a portfolio of more than 30 spirit brands that are refined and capable of being produced in a fraction of the time it

takes to produce traditional whiskies using the traditional production process discussed below.

Three of Two Trees portfolio brands received

2022 SIP Awards, with its Two Trees Carolina Peach Whiskey receiving a Platinum Award, Two Trees Sea Salted Caramel Whiskey receiving

a Gold Award and Two Trees Old Fashioned RTD receiving a Gold Award.

Also, two of its portfolio brands received 2022 50 Best Awards with

Two Trees Peanut Butter Whiskey and Two Trees Sea Salted Caramel Whiskey receiving Best Flavored Whiskey awards.

Two Trees received the

Best of Ashville 2023 and 2024 award for its sustainable matured, award-winning bourbon, whiskey, flavored whiskey and vodka.

The true art of our craft spirits lives within the balance between the distillate selection,

local water, and the full-bodied flavors from our wood chip varieties that are toasted to just the right char, bringing rich barrel flavor

profiles to life.

Whiskey-as-a-Service

our accomplishments to start the year, we successfully launched our “Whiskey-as-a-Service” (“WaaS”) business

model, offering use of the SRAS through a flexible technology license structure to enable customers to access this transformative technology

with minimal upfront investment, while securing long-term, predictable revenue streams for the Company.

We also offer on-site aging of

bulk spirits.

have signed new contracts with two companies for the construction and deployment of our proprietary SRAS and see excellent potential

for multiple additional SRAS deployments by both customers within the next twelve months as well as by other third parties.

first of these units is anticipated to be installed on site at one of the largest distilleries in the U.S.

in the second quarter of 2026,

with the second unit deployed approximately three months thereafter.

The second contract is with a leading U.S.

wholesaler and broker

of bulk spirits for one SRAS unit at their facility, which is estimated to be installed in the third quarter of 2026.

both contracts, RFS will manufacture and assemble the SRAS units and provide ongoing machine servicing and maintenance in addition to

the recurring monthly license payments from the customers for use of the SRAS units.

contracts validate the economic and sustainability benefits of our SRAS units and provide us with attractive recurring revenue streams

through licensing agreements and ancillary fees for ongoing machine servicing and maintenance.

on the momentum of our first two WaaS contracts, we signed a separate new agreement with an international spirits investment fund (the

“Fund”) providing the Fund with limited exclusivity for the deployment of our SRAS units in three countries outside of the

United States.

To retain exclusivity, the Fund is required to deploy at least one SRAS unit annually in each of the three countries.

2025, we began aging tanker loads of distillate at our facility for one of our SRAS customers to fill immediate demand for aged spirits.

In early 2026, we completed installation of a higher capacity SRAS at our Two Trees facility in order to increase existing production

across our aging services and brand production.

the SRAS at our own facility, Two Trees has built an award winning portfolio of more than 30 spirit labels including bourbon, whiskey,

flavored whiskeys and vodka that are produced in a fraction of the time it takes to produce traditional aged spirits.

Two Trees on site

tasting room has received the Best of Ashville awards in 2023, 2024 and 2025.

new Land of the Sky Straight Bourbon Whiskey received a Gold Award in the 2025 New York International Spirits Competition.

Our Two Trees

Snarly Yow Bourbon and Tim Smith Climax Honey Raspberry each won Silver awards at the 2025 SIP Awards, with the Climax Honey Raspberry

winning the 2025 Innovation Award also.

of Two Trees portfolio brands received 2022 SIP Awards, with its Two Trees Carolina Peach Whiskey receiving a Platinum Award, Two Trees

Sea Salted Caramel Whiskey receiving a Gold Award and Two Trees Old Fashioned RTD receiving a Gold Award.

Also, two of its portfolio

brands received 2022 50 Best Awards with Two Trees Peanut Butter Whiskey and Two Trees Sea Salted Caramel Whiskey receiving Best Flavored

Whiskey awards.

full current flavored whisky brand portfolio includes the following:

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APPLE - Vanilla profile of heavy toasted Tennessee white oak adds to the caramel dipped green apple flavor.

SPICE - Aged in charred and toasted Missouri white oak, with the cinnamon spice and the sweet essence of red hots

SPICE - Aged in charred and toasted Missouri white oak, with the cinnamon spice and the sweet essence of red hots candy.

CHERRY - Made with sweet corn to balance and compliment the tartness of the Montmorency cherry profile.

PEACH - Made with delicious South Carolina peaches and natural flavors to compliment the sweet charred flavor profile of Appalachian

HONEY - Flavor reminiscent of toasted Appalachian white oak, and the essence of fresh honeycomb and the taste of natural

HONEY - Flavor reminiscent of toasted Appalachian white oak, and the essence of fresh honeycomb and the taste of natural honey.

BROWN SUGAR - Flavor reminiscent of charred Appalachian white oak, real brown sugar and natural vanilla flavor.

BUTTER - A taste reminiscent of Appalachian white oak with rich smooth notes of peanut butter.

OF THE SKY BOURBON – Land of the Sky Bourbon represents the first Limited Edition whiskey in our UPLIFTING SPIRITS portfolio.

Crafted from a mash bill of corn, wheat and malted barley.

The whiskey rested in hand selected barrels for at least 3 years and then

finished with toasted white oak

ready to drink portfolio includes the following:

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fire chief in Climax, VA, Tim created this moonshine as a tribute to firefighters across the country.

CLIMAX HONEY RASPBERRY - This is Climax

Wood-Fired Whiskey Made with natural honey produced by bees and raspberries grown in the Appalachian Mountains.

HONEY RASPBERRY - This is Climax Wood-Fired Whiskey Made with natural honey produced by bees and raspberries grown in the Appalachian

SMITH SOUTHERN RESERVE BOURBON - Amber in appearance.

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Whisky distillery services

Trees has the following patents:

Trees also has the following patents:

& method for the rapid aging of a distilled ethyl alcohol with rf energy and wood material supporting platform

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of the Business of RF Specialties

January 19, 2023, we entered into an Exchange Agreement (the “Exchange Agreement”) by and between the Company, RFS and Keith

Mort as the sole member of RFS.

Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr.

Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by

the Company to Mr.

Mort of 7,500,000 shares of the Company’s common stock (the “Exchange”).

Immediately following the

Exchange, RFS became a wholly owned subsidiary of the Company.

is engaged in the business of developing sustainable radio frequency (RF) applications, and for over 14 years, has addressed the challenges

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productivity, achieving uniform results with minimal downtime.

The Company is also targeting applications of this process in engineered

wood products, adhesives, wood forest products and food and beverages

Company is also targeting applications of this process in engineered wood products, adhesives, wood forest products and food and beverages.

and Trademarks – RF Specialties

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business