What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-25 · 202 added, 140 removed, 578 unchanged (37% of the section changed)

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are committed to improving our financial organization.

In the fourth quarter of 2024, the Company appointed two new independent directors

to the Board of Directors.

The Company intends to establish an audit committee who will undertake the oversight in the establishment

and monitoring of required internal controls and procedures.

As part of this commitment, we will create a position to segregate duties

consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting

function when funds are available to the Company.

We will also prepare and implement sufficient written policies and checklists which

will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC

disclosure requirements.

The Company intends to establish an audit committee who will undertake the oversight

in the establishment and monitoring of required internal controls and procedures.

As part of this commitment, we will create a position

to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within

the accounting function when funds are available to the Company.

We will also prepare and implement sufficient written policies and checklists

which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and

SEC disclosure requirements.

believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy

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following table sets forth the names, positions and ages of our current directors and executive officers.

Appointed December 3, 2024

Appointed November 18, 2024

December 3, 2024

November 18, 2024

Chairman of the Board of Directors

Appointed December 8, 2023

December 8, 2023

February 11, 2026

Executive Officer and Director

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Financial Officer

Appointed March 1, 2025

March 1, 2025

The Board determined each of Messrs.

Brocopp and Blackstone to be an “independent director” under Nasdaq listing standards

as discussed in detail below under “Director Independence”.

Stephens was appointed Chief Financial Officer of the Company on March 1, 2025.

Brocopp, Blackstone and Milner to be an “independent director” under Nasdaq listing

standards as discussed in detail below under “Director Independence”.

February 14, 2026, Edward D.

Kratovil, notified the Company of his intention to retire from the Board of Directors effective immediately

due to health-related reasons.

Kratovil did not advise the Company of any disagreement with the Company on any matter relating to

its operations, policies or practices.

Officers and Director Information

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with a major in Political Science from Southampton College of Long Island University.

Laker was appointed as the Company’s Chief Executive Officer, Chief Financial

Officer, and Director on July 21, 2022.

Steven is a seasoned executive with extensive leadership experience across energy, finance, construction,

steel fabrication and behavioral health sectors.

Laker has served as the Chief Executive Officer of Sunwave USA Holdings Inc.,

a company focused on the energy and sustainability industry (“Sunwave”) since 2019.

Kratovil notified the Company on February 14,

2026 of his resignation from the Board of Directors.

Milner has been a member of our Board since February 11, 2026.

Roy Milner is a sales and marketing professional who has built a reputation

for operational excellence, strong leadership, and results-oriented management.

Over the past 35 years, he has worked in a variety of

environments, from entrepreneurial start-up ventures, to consulting and advisory roles, to multi-national corporations.

He has founded

multiple ventures and continues to deliver strategy and operational expertise to many of these companies and brands.

Mr Milner is currently

a partner in Cask Catalyst, a premium beverage-alcohol brand consulting and investment firm since 2020, and was a founding partner of

Blackberry Farm Brewery from 2010 until its acquisition by Oldham Hospitality in 2023.

In 2024, Mr Milner co-founded The Difference Business

Bourbon® and in 2025 he co-founded Nighthawks Bourbon.

He is a co-founder of Art

of Alchemy Spirits since 2024, and has been a partner of Launch Hospitality, a full service, boutique hospitality consulting and investment

firm, since 2023.

Milner received a Bachelor of Business Administration from the University of Tennessee.

Laker was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, and Director on July 21, 2022.

is a seasoned executive with extensive leadership experience across energy, finance, construction, steel fabrication and behavioral health

Laker has served as the Chief Executive Officer of Sunwave USA Holdings Inc., a company focused on the energy and sustainability

industry (“Sunwave”) since 2019.

Previously, Mr.

Laker served as Chief

Executive Officer of Agera Energy LLC and its affiliates, from 2014 through 2018.

Laker spent 9 years as the Chief Financial

Officer of Steelways Inc, and its subsidiary Star Energy LLC where he managed the finances, accounting and treasury for up to 200 employees

and worked closely with the ethanol and bio-diesel transloading segment.

Before Steelways/Star Energy, Steve worked with New Windsor Energy

in CFO and Controller capacities supervising all back-office functions of the energy derivative trading systems.

Prior to entering the

energy sector Mr.

Laker worked as the Controller of Response Personnel, Inc.

an employment placement company with 800 full/part time employees

as well as Meridian Global Services, serving 15,000 multinational clients as a lead audit analyst for several Fortune 100 companies.

Laker received a Bachelor of Arts from SUNY Empire State College.

Laker served as Chief Executive Officer of Agera Energy LLC and its affiliates,

from 2014 through 2018.

Laker spent 9 years as the Chief Financial Officer of Steelways Inc, and its subsidiary Star Energy LLC where

he managed the finances, accounting and treasury for up to 200 employees and worked closely with the ethanol and bio-diesel transloading

Before Steelways/Star Energy, Steve worked with New Windsor Energy in CFO and Controller capacities supervising all back-office

functions of the energy derivative trading systems.

Prior to entering the energy sector Mr.

Laker worked as the Controller of Response

Personnel, Inc.

an employment placement company with 800 full/part time employees as well as Meridian Global Services, serving 15,000

multinational clients as a lead audit analyst for several Fortune 100 companies.

Laker received a Bachelor of Arts from SUNY Empire

State College.

Stephens was appointed to the position of Chief Financial Officer of the Company effective March 1, 2025.

Stephens, age 41, has

served as the Director of Accounting with Fresh Notion Financial Services (“Fresh Notion”) leading a team of accountants

in the provision of consulting, accounting, and financial reporting services, and continues on in his role with Fresh Notions, which

serves as a contractor to the Company.

Stephens has more than 19 years of financial reporting and auditing experience with public

companies, and previously worked at Nexeo Solutions, a $4 billion chemicals and plastics distribution Company from October 2012 to December

2018, serving as the Manager of Financial Reporting and Technical Accounting Manager prior to Nexeo’s acquisition by its largest

Stephens is a graduate of the University of Houston where he earned his Bachelor of Business Administration degree in

Accounting and Masters of Science degree in Accounting.

Stephens, has served

as the Director of Accounting with Fresh Notion Financial Services (“Fresh Notion”) leading a team of accountants in the

provision of consulting, accounting, and financial reporting services, and continues on in his role with Fresh Notions, which serves

as a contractor to the Company.

Stephens has more than 19 years of financial reporting and auditing experience with public companies,

and previously worked at Nexeo Solutions, a $4 billion chemicals and plastics distribution Company from October 2012 to December 2018,

serving as the Manager of Financial Reporting and Technical Accounting Manager prior to Nexeo’s acquisition by its largest competitor.

Stephens is a graduate of the University of Houston where he earned his Bachelor of Business Administration degree in Accounting

and Masters of Science degree in Accounting.

Stephens is a Certified Public Accountant in Texas.

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our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor

Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business

association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior

to that time;

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or

business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within

two years prior to that time;

● Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

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type of business, securities, futures, commodities, activities, or to be associated with persons engaged in any such activity;

Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation

of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not

subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating

to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting

financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of

disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,

or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the

Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its

members or persons associated with a member.

as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive

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required to be disclosed pursuant to the rules and regulations of the SEC.

banking, savings and loan, or insurance

of the Board of Directors

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Board currently consists of five members.

Two of our current Board members and director nominees are “independent” as determined

Three of our current Board members and director nominees are “independent” as determined

under listing standards of the Nasdaq Capital Market (“Nasdaq”).

Code of Ethics

Qualifications

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following table summarizes all compensation recorded by us in the past two fiscal years for:

our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2024

our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2025 and 2024,

our two most highly compensated executive officers, other than our principal executive officers, who were serving as executive officers

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an executive officer at December 31, 2025 and 2024.

and Principal Position

Executive Officer

amounts included above were not paid as of December 31, 2024.

Name and Principal Position

Chief Executive Officer

David Stephens (2)

Chief Financial Officer

of December 31, 2025, the Company owed Mr.

Laker a total of $149,000 of accrued salary and bonus.

of December 31, 2025, the Company owed Mr.

Stephens a total of $36,000 in accrued bonus.

fair value of the stock awards to Mr.

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common stock at the grant date of the awards and includes awards with time-based vesting and performance-based vesting conditions.

Stock awards for the year ended December 31, 2025 for Mr.

Stephens excludes performance-based awards with a grant date fair value

under ASC 718 of $101,250 as the outcome of vesting in those awards was not considered probable.

Stock awards for the year ended

December 31, 2024 for Mr.

Laker excludes performance-based awards with a grant date fair value under ASC 718 of $294,000 as the outcome

of vesting in those awards was not considered probable.

Equity Awards at Fiscal Year End

Option Awards

Unexercisable

David Stephens

market value of unvested stock awards is based on the closing price of the Company’s common stock as of December 31, 2025, $0.15

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period through December 31, 2025.

For the period of January 1, 2026, through December 31, 2026, the Company shall

Cassidy $225,000.

For the period of January 1, 2026, through December 31, 2026, the Company shall pay Mr.

Cassidy $225,000.

the period of January 1, 2028, through December 31, 2028, the Company shall pay Mr.

For the period of January 1, 2027, through December 31, 2027, the Company shall pay Mr.

Cassidy $250,000.

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Cassidy $300,000.

For the period of January 1, 2029, through December 31,

2029, the Company shall pay Mr.

Cassidy $350,000.

Cassidy shall receive certain cash and equity performance-based bonuses starting January 1, 2025, on a quarterly basis for a period of

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consecutive twenty four (24) calendar month basis.

Upon Execution of the Agreement, the Company will issue one hundred fifty

thousand (150,000) shares of the Company’s stock to Mr.

Stephens, which share vest according to a vesting schedule, as set forth

in the Employment Agreement.

Stephens is also eligible to receive an additional three million shares (562,500) of the Company’s

stock based on the Company’s performance as determined benchmarks set forth in the Employment Agreement.

The Company shall reimburse

Stephens for all reasonable out-of-pocket expenses incurred in the ordinary course of business.

Stephens is bound by certain confidentiality

covenants with the Company and has made certain representations and warranties customary to Officers and Directors.

In the event Company terminates Mr.

Stephens for a reason other than With

Notice For Cause or Terminated Immediately For Cause as defined by the Employment Agreement, Mr.

Laker is entitled to severance pay equating

to six (six) months of his then-current Base Salary along with full vesting acceleration of any and all unvested stock provided for in

the Employment Agreement.

Stephens shall also be entitled to an Executive Severance Package in the event of resignation With Cause

Upon Notice, an Immediate Resignation For Cause or a Resignation by Mutual Agreement as defined by the Employment Agreement.

Execution of the Agreement, the Company will issue one hundred fifty thousand (150,000) shares of the Company’s stock to Mr.

which share vest according to a vesting schedule, as set forth in the Employment Agreement.

Stephens is also eligible to receive

an additional three million shares (562,500) of the Company’s stock based on the Company’s performance as determined benchmarks

set forth in the Employment Agreement.

The Company shall reimburse Mr.

Stephens for all reasonable out-of-pocket expenses incurred in

the ordinary course of business.

Stephens is bound by certain confidentiality covenants with the Company and has made certain representations

and warranties customary to Officers and Directors.

the event Company terminates Mr.

Stephens for a reason other than With Notice For Cause or Terminated Immediately For Cause as defined

by the Employment Agreement, Mr.

Laker is entitled to severance pay equating to six (six) months of his then-current Base Salary along

with full vesting acceleration of any and all unvested stock provided for in the Employment Agreement.

Stephens shall also be entitled

to an Executive Severance Package in the event of resignation With Cause Upon Notice, an Immediate Resignation For Cause or a Resignation

by Mutual Agreement as defined by the Employment Agreement.

Agreement with Richard Blackstone

December 3, 2024, Mr.

Blackstone and the Company entered into an Independent Director Agreement, commencing on Tuesday, December 3, for

a term of three (3) years.

Blackstone and the Company entered into an Independent Director Agreement, commencing on December 3, for a term

of three (3) years.

Compensation that Mr.

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Blackstone 100,000 shares of common stock, par value $0.001 per share, of the Company,

(the “Common Stock”), subject to the terms and conditions of the Company’s applicable equity incentive plan and any

related grant documentation, , and an additional equity grant each calendar quarter, with the number of shares determined with $10,000

shares divided by a VWAP schedule as of the end of each quarter.

subject to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, , and

an additional equity grant each calendar quarter, with the number of shares determined with $10,000 shares divided by a VWAP schedule

as of the end of each quarter.

Agreement with Timothy Brocopp

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by a VWAP schedule as of the end of each quarter.

have not adopted any equity compensation plans but may do so in the future.

The terms of any such plan have not been determined.

December 31, 2024, there are no outstanding equity awards concerning unexercised options, stock that has not vested nor equity incentive

plan awards for any named executive officer.

Agreement with Roy Milner

February 10, 2026, Mr.

Milner and the Company entered into an Independent Director Agreement, commencing on February 10, 2026, for a

term of three (3) years.

Compensation that Mr.

Milner will receive during his term includes the sum of $5,000, each calendar quarter,

payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated.

Upon employment, the Company shall issue to Mr.

Milner 100,000 shares of common stock, par value $0.001 per share, of the Company, subject

to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, and grant each

calendar quarter of $10,000 in shares of Common Stock with shares divided by a VWAP schedule.

June 23, 2025, the Company adopted the MDwerks, Inc.

2025 Equity Incentive Plan (the “2025 Plan”), which was filed on Form

S-8 on July 15, 2025, pursuant to which the Company initially reserved and made available for future issuance under the 2025 Plan 10,000,000

shares of common stock in the form of various incentive awards.

Through December 31, 2025, the Company awarded an aggregate of 2,180,000

of stock appreciation rights to employees and consultants pursuant to the 2025 Plan.

Board of Directors of the Company has not adopted a stock option plan but may choose to do so in the future.

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Timothy Brocopp

Director cash compensation earned in 2024 were not yet paid as of December 31, 2024.

of December 31, 2025, the Company owed Mr.

Cassidy $239,000 in accrued salary and bonus.

All Director cash compensation earned in 2025

and 2024 were not yet paid as of December 31, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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James P Cassidy

David Stephens

All directors and officers as a group

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beneficial ownership of less than 1% of the outstanding common stock.

percentages in the table have been calculated on the basis of treating as outstanding for

a particular person, all shares of our capital stock outstanding on December 31, 2024, there

were 204,744,872 shares of our common stock outstanding and 8,957,500 shares

of Series A Preferred Stock outstanding.

To calculate a stockholder’s percentage of

beneficial ownership, we include in the numerator and denominator the common stock outstanding

and all shares of our common stock issuable to that person in the event of the exercise of

outstanding options and other derivative securities owned by that person which are exercisable

within 60 days of December 31, 2024.

Common stock options and derivative securities held

by other stockholders are disregarded in this calculation.

Therefore, the denominator used

in calculating beneficial ownership among our stockholders may differ.

Unless we have indicated

otherwise, each person named in the table has sole voting power and sole investment power

for the shares listed opposite such person’s name.

Mort is located in

Fletcher, NC.

Includes 10,542,506 shares

owned by Infinity Holdings Group, Inc.

and 3,000,000 shares held by Infinity Holdings Capital Inc., entities controlled by Brian

percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our

capital stock outstanding on December 31, 2025, there were 234,105,560 shares of our common stock outstanding and 0 shares of Series

A Preferred Stock outstanding.

To calculate a stockholder’s percentage of beneficial ownership, we include in the numerator

and denominator the common stock outstanding and all shares of our common stock issuable to that person in the event of the exercise

of outstanding options and other derivative securities owned by that person which are exercisable within 60 days of December 31,

Common stock options and derivative securities held by other stockholders are disregarded in this calculation.

Therefore, the

denominator used in calculating beneficial ownership among our stockholders may differ.

Unless we have indicated otherwise, each

person named in the table has sole voting power and sole investment power for the shares listed opposite such person’s name.

Mort is located in Fletcher, NC.

10,542,506 shares owned by Infinity Holdings Group, Inc.

and 3,000,000 shares held by Infinity Holdings Capital Inc., entities controlled

by Brian Plotkin.

Infinity Holdings Group, Inc.

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are located in Croton on Hudson, NY.

Plotkin is co-trustee

of Starfish Irrevocable Trust I which holds 7,000,000 shares, and co-trustee of Starfish Irrevocable Trust II which holds 7,000,000

shares and are located in Briarcliff Manor, New York.

Plotkin is co-trustee of Starfish Irrevocable Trust I which holds 7,000,000 shares, and co-trustee of Starfish Irrevocable Trust

II which holds 7,000,000 shares and are located in Briarcliff Manor, New York.

Also includes 261,471 shares held by Mr.

Plotkin, and 239,331 shares held by

Steel Style Sales, Inc., located in Croton on Hudson, NY.

Slagle is located in

Black Mountain, NC

and 239,331 shares held by Steel Style Sales, Inc., located in Croton on Hudson, NY.

Slagle is located in Black Mountain, NC

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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issued and outstanding, respectively.

the year ended December 31, 2024, the Company received a total of $155,500 in proceeds from shareholders and repaid $32,500.

are unsecured, due on demand and have stated interest of 10% per annum.

As of December 31, 2024, the balance owed on the advances from

shareholders was $123,000.

See Note 8 above.

the years ended December 31, 2025 and 2024, the Company received a total of $150,000 and $155,500 in proceeds from shareholders, respectively,

and repaid $105,500 and $32,500 in principal and $6,276 and $0 in interest, respectively.

The advances are unsecured, due on demand and

have stated interest of 10% per annum.

As of December 31, 2025, the balance owed on the advances from shareholders was $167,000.

May 2024, the Company entered into two bill of sale agreements to sell two vehicles to Keith Mort, the former owner of RFS.

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matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.

Tax Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice.

Audit-Related

Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting

consulting and other audit services.

Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance

and tax advice.

The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees - This category consists of fees for other miscellaneous items.

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either:

(i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

We do not have an Audit Committee.

Other Fees - This category consists of fees for other miscellaneous items.

SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit

related service, the engagement be either:

(i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies

and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service,

the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s

responsibilities to management.

do not have an Audit Committee.

Our Board pre-approves all services provided by our independent registered public accounting firm.

All of the above services and fees paid during 2024 and 2023 were pre-approved by our Board.

of the above services and fees paid during 2025 and 2024 were pre-approved by our Board.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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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).

Executive Employment Agreement dated November 7, 2024 by and between MDwerks, Inc.

and Steven Laker (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on November 12, 2024).

Executive Employment Agreement dated November 7, 2024, by and between MDwerks, Inc.

and James Cassidy (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on November 12, 2024).

Independent Director Agreement, dated December 3, 2024, by and between MDwerks, Inc.

and Richard Blackstone (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on December 6, 2024).

Independent Director Agreement, dated November 18, 2024, by and between MDwerks, Inc.

and Timothy Brocopp (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on November 19, 2024).

Executive Employment Agreement, dated March 1, 2025, by and between MDwerks, Inc.

and David Stephens (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on March 10, 2025).

MDwerks, Inc.

2025 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (file No.

333-288703) filed by the Company with the SEC on July 15, 2025).

Insider trading policy of the registrant.*

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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 9A. Controls and Procedures