MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: common stock is eligible for unsolicited quotes only on the OTC Market
−Removed: Expert Market under the symbol “MDWK”.
−Removed: Quotations in Expert Market securities are restricted from public viewing.
−Removed: The OTC Market is a network of security dealers who buy and sell stock.
−Removed: The dealers are connected by a computer network that provides
−Removed: information on current “bids” and “asks”, as well as volume information.
−Removed: Unsolicited-only stocks have a higher
−Removed: risk of wider spreads, increased volatility, and price dislocations.
+Added: common stock is eligible for unsolicited quotes only on the OTC Market Group, Inc.
+Added: QB Market under the symbol “MDWK”.
+Added: OTC Market is a network of security dealers who buy and sell stock.
+Added: The dealers are connected by a computer network that provides information
+Added: on current “bids” and “asks”, as well as volume information.
+Added: Unsolicited-only stocks have a higher risk of wider
+Added: spreads, increased volatility, and price dislocations.
Investors may have difficulty selling this stock.
−Removed: An initial review
−Removed: by a broker-dealer under SEC Rule 15c2-11 is required for brokers to publish competing quotes and provide continuous market making.
−Removed: trading market for the common stock has been extremely limited and sporadic.
+Added: An initial review by a broker-dealer
+Added: under SEC Rule 15c2-11 is required for brokers to publish competing quotes and provide continuous market making.
+Added: The trading market for
+Added: the common stock has been extremely limited and sporadic.
following table sets forth for the respective periods indicated the prices of our common stock in this market.
−Removed: Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions,
−Removed: or adjustments and may not represent actual transactions.
+Added: Such prices are based
+Added: on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.
Fiscal Year 2024
9 unchanged sentences
of Common Stock
−Removed: of June 28, 2024, there were approximately 174 record holders of our common stock.
−Removed: The number of record holders does not include beneficial
−Removed: owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.
+Added: of March 18, 2025, there were approximately 355 record holders of our common stock.
+Added: The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers,
+Added: nominees or other fiduciaries.
have not declared or paid any dividends on our common stock since our inception.
7 unchanged sentences
agreements of our subsidiaries or covenants under future indebtedness that we or our subsidiaries may incur.
+Added: January 1, 2024, the Company’s Board of Directors adopted a Compensation Recovery Policy (the “Policy”).
+Added: is intended to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the reasonably
+Added: prompt recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement.
+Added: Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange
+Added: Act Rule 10D-1 and with the Nasdaq listing standards.
+Added: to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with
+Added: any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
+Added: issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement
+Added: if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”),
+Added: then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered.
+Added: Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
+Added: The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to
+Added: the Company, subject to the terms of the Policy.
+Added: Policy applies to certain incentive-based compensation that is received on or after January 1, 2024 during the three completed fiscal
+Added: years immediately preceding the Accounting Restatement determination date, as provided in the Policy (the “Covered Period”)
+Added: while the Company has a class of securities listed on a national securities exchange.
+Added: The incentive-based compensation is considered
+Added: “Clawback Eligible Incentive-Based Compensation” if the incentive-based compensation is received by a person after such person
+Added: became an executive officer and the person served as an executive officer at any time during the performance period to which the incentive-based
+Added: compensation applies.
+Added: The “Excess Compensation” that is subject to recovery under the Policy is the amount of Clawback Eligible
+Added: Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been
+Added: received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in
+Added: the listing standards as “erroneously awarded incentive-based compensation”).
Transfer Agent for shares of the Company’s securities is EQ by Equiniti, formerly known as Corporate Stock Transfer, located at
8 unchanged sentences
provided by Section 4(a)(2) of the Securities Act (the “Securities Act”), or Regulation D or Regulation S promulgated thereunder.
−Removed: During the quarter ended December 31, 2023, the Company sold 3,733,350
−Removed: shares of common stock in exchange for cash proceeds of $284,000.
+Added: the quarter ended December 31, 2024, the Company sold 700,000 shares of common stock in exchange for cash proceeds of $105,000.
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.