What changed in this filing

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Item 1. Business

2025-03-25 compared with 2024-06-28 · 84 added, 82 removed, 109 unchanged (60% 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.

2023, the Company completed two acquisitions of business as outlined below.

The Company is a forward-thinking company that is

leading the charge in the world of sustainable technology.

As a leading provider of energy wave technologies, MDwerks is dedicated

to creating innovative solutions that help businesses reduce their energy costs while also increasing speed to market.

Our expertise

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

(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.

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

and commercial.

Our patented energy wave technology introduces a revolutionary approach to industrial processes by specific molecular

targeting, which can be applied at precise and multiple locations in a system in ways that conventional single point heat sources cannot,

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

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

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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 shall be 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”).

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

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the representations and warranties of Two Trees.

January 1, 2024, the Company’s Board of Directors adopted a Compensation Recovery Policy (the “Policy”).

The Policy is intended

to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the reasonably prompt

recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement.

is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange Act Rule

10D-1 and with the Nasdaq listing standards.

to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with

any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously

issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement

if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”),

then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered.

Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.

The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to

the Company, subject to the terms of the Policy.

Policy applies to certain incentive-based compensation that is received on or after January 1, 2024 during the three completed fiscal years immediately

preceding the Accounting Restatement determination date, as provided in the Policy (the “Covered Period”) while the Company

has a class of securities listed on a national securities exchange.

The incentive-based compensation is considered “Clawback Eligible

Incentive-Based Compensation” if the incentive-based compensation is received by a person after such person became an executive

officer and the person served as an executive officer at any time during the performance period to which the incentive-based compensation

The “Excess Compensation” that is subject to recovery under the Policy is the amount of Clawback Eligible Incentive-Based

Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been received had such

Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in the listing standards

as “erroneously awarded incentive-based compensation”).

of the Business 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

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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

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

Also, Two Trees received

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

Two Trees received the

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

full current flavored whisky brand portfolio includes the following:

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APPLE - Tart flavors of fresh picked green apples and the sweet charred profile of Appalachian white oak blend easily.

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

SPICE - Aged in charred and toasted Missouri white oak, with the cinnamon spice and the

essence of red hots candy.

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

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

and the taste of natural honey.

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

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

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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.

SMITH SOUTHERN RESERVE BOURBON - Amber in appearance.

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Whisky distillery services

Two Trees has the followings patents:

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

April 18, 2023

US 11,629,317 B2

January 21, 2034

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

April 30, 2024

US 11,970,678 B2

January 21, 2034

Overview of the Business of RF Specialties

On January 19, 2023, we entered into an Exchange Agreement

(the “Exchange Agreement”) by and between the Company, RFS and Keith A.

Trees has the following patents:

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

11,629,317 B2

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

11,970,678 B2

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, and 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.

RFS is engaged in the business of developing sustainable radio frequency (RF) applications, and for over 12 years,

has addressed the challenges faced by companies by implementing automated radio frequency technology.

RFS has developed a system and method

for the rapid aging of distilled spirits with RF energy that reduces energy and production costs thus increasing the speed to market for

distilled beverages when compared to traditional technologies.

Patent and Trademarks – RF Specialties

RF Specialties holds or has the rights to use patents we use in the operation of our businesses that we deem particularly

important to each of our products.

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 13 years, has addressed the challenges

faced by companies by implementing automated radio frequency technology.

RFS has developed a system and method for the rapid aging of

distilled spirits with RF energy that reduces energy and production costs thus increasing the speed to market for distilled beverages

when compared to traditional technologies.

patented energy wave technology introduces a revolutionary approach to industrial processes by specific molecular targeting, which can

be applied at precise and multiple locations in a system in ways that conventional single point heat sources cannot, resulting in improved

efficiency, higher quality, and reduced processing time.

Company is currently deploying its first industrial application of our Molecular sawdust drying system with a lumber mill.

offers scalable, flexible solutions for any tonnage of sawdust, catering to diverse pellet manufacturing needs.

It utilizes patented

technology to adjust moisture content as required, optimizing it to precise specifications.

The system features precision automation

for controlling temperature and drying parameters, ensuring consistent high-quality output.

This adaptable system enhances safety and

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

and Trademarks – RF Specialties

Specialties holds or has the rights to use patents we use in the operation of our businesses that we deem particularly important to each

of our products.

As of the date of this report, we had the following patents:

Systems, apparatuses, and methods for molecular targeting and separation of feedstock fluids

June 11, 2019

US 10315126 B2

November 22, 2036

of December 31, 2023, the Company had twelve full-time and two part-time employees.

None of our employees are covered by collective bargaining

agreements and we consider our relations with our employees to be good.

apparatuses, and methods for molecular targeting and separation of feedstock fluids

of December 31, 2024, the Company had 14 full-time and 5 part-time employees across all subsidiaries.

None of our employees are covered

by collective bargaining agreements and we consider our relations with our employees to be good.

believe that hiring a diverse workforce is important to our success.

We intend to continue to evaluate our use of human capital

measures and objectives to ensure we have a stable workforce to run our business effectively and provide a comfortable working environment

for our employees.

We intend to continue to evaluate our use of human capital measures

and objectives to ensure we have a stable workforce to run our business effectively and provide a comfortable working environment for

our employees.

success of our business is fundamentally connected to the well-being of our people.

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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