MDwerks to acquire Two Trees Beverage in stock-for-stock merger; 60M shares issued

MDWerks, Inc.

Two Trees stockholders to receive 60M shares of MDwerks common stock, allocated pro rata based on holdings.
Lock-up: one-third of shares released at 9, 18, and 36 months after closing.
After merger, Two Trees nominees will form a majority of MDwerks board; officers of Two Trees remain.
Amendment No.1: Two Trees had ~10M common and ~2M preferred shares outstanding; indemnifying party changed to James Cassidy.
Closing conditions include Two Trees stockholder approval, no legal prohibitions, MDwerks' satisfactory due diligence, and audited financials.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MDWerks, Inc. entered into Merger Agreement with Two Trees Beverage Co. (effective 2023-02-13).

Action: entry
Agreement: merger
Counterparty: Two Trees Beverage Co.
Effective: 2023-02-13

Exact text from the filing

On February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), dated as of February 13, 2023, 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”).

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MDWerks, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-005436

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