UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 11, 2024
MDWerks, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-56299 | | 33-1095411 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
411 Walnut Street, Suite 20125 Green Cove Springs, FL | | 32043 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (252) 501-0019
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Expansion of the Board of Directors
On November 11, 2024, MDWerks, Inc., a Delaware corporation (the “Company”), by written consent of the Board of Directors of the Company expanded their board of directors from three (3) directors to four (4) directors.
Appointment of Timothy Brocopp as an Independent Director of the Board of Directors
Pursuant to the new vacancy created by the expansion of the Board of Directors from three (3) directors to four (4) directors, on November 11, 2024, the Board of Directors appointed Timothy Brocopp (“Mr. Brocopp”) to serve as an independent director of the Company, as defined under the applicable SEC rules and Nasdaq listing standards.
There is no arrangement or understanding between Mr. Brocopp and any other person pursuant to which Mr. Brocopp was appointed as a director. There are no transactions in which Mr. Brocopp has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Independent Director Agreement of Timothy Brocopp
On November 18, 2024, Mr. Brocopp and the Company entered into an Independent Director Agreement, with the following summarized terms:
Mr. Brocopp shall serve as an independent director of the Company and be available to perform the duties consistent with such position pursuant to the Certificate of Incorporation and Bylaws of the Company. Mr. Brocopp’s employment commenced on Monday, November 16, 2024, and continues for a term of three (3) years.
Compensation that Mr. Brocopp will receive during his term includes the sum of $5,000, each calendar quarter, payable in the third month of each calendar quarter, and with such amount for any partial calendar quarter being appropriately prorated. Upon employment, the Company shall issue to Mr. Brocopp 100,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to the terms and conditions of the Company’s applicable equity incentive plan and any related grant documentation, with $10,000 shares divided by a VWAP schedule.
The Company shall reimburse Mr. Brocopp for all reasonable out-of-pocket expenses incurred in the ordinary course of the Director’s business, with out-of-pocket expenses of the Director in excess of $500.00 subject to preapproval in advance by the Company.
Mr. Brocopp is bound by certain confidentiality covenants with the Company. And has made certain representations and warranties customary to directors. According to the terms of the Independent Director Agreement, Mr. Brocopp shall relinquish all ownership to the Company, of work product related to his position with the Company, including any intellectual and proprietary rights of work product resulting from his position as director.
Any controversies between Mr. Brocopp and the Company shall first be arbitrated in Henderson County, North Carolina, and if required, then be litigated in Henderson County, North Carolina, applying the laws of the State of Delaware.
The foregoing description of Mr. Brocopp’s Independent Director Agreement is a summary only and is qualified in its entirety by reference to the full text of such document, filed herewith as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | MDwerks, Inc. |
| | | |
| Date: November 19, 2024 | By: | /s/ Steven C. Laker |
| | Name: | Steven C. Laker |
| | Title: | Chief Executive Officer |
