---
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"
generated_at: "2026-06-19T07:51:50.863838+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-005436
- JSON: https://secwatch.observer/filing/0001493152-23-005436.json
- Plain text: https://secwatch.observer/filing/0001493152-23-005436.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1295514/000149315223005436/0001493152-23-005436-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.