{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-005436","form_type":"8-K","ticker":"MDWK","cik":"0001295514","company_name":"MDWerks, Inc.","filed_at":"2023-02-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:44.265238+00:00","generated_at":"2026-06-19T07:51:50.863838+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"MDwerks to acquire Two Trees Beverage in stock-for-stock merger; 60M shares issued","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-005436","json":"https://secwatch.observer/filing/0001493152-23-005436.json","markdown":"https://secwatch.observer/filing/0001493152-23-005436.md","text":"https://secwatch.observer/filing/0001493152-23-005436.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1295514/000149315223005436/0001493152-23-005436-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1295514/000149315223005436/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T07:51:50.863838+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9058280a110070510a9dc390932b130ffc564523","claim":"MDWerks, Inc. entered into Merger Agreement with Two Trees Beverage Co. (effective 2023-02-13).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1295514/000149315223005436/0001493152-23-005436-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Two Trees Beverage Co."},{"label":"Effective","value":"2023-02-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}