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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): June 26,
2026
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) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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
July 9, 2026, MDWerks, Inc., a Delaware corporation (the “Company”), by written consent of the Board of Directors of the
Company expanded their board of directors from five (5) directors to six (6) directors.
Appointment
of Jeffrey Scott Hopmayer as an Independent Director of the Board of Directors
Pursuant
to the new vacancy created by the expansion of the Board of Directors from five (5) directors to six (6) directors, on July 9, 2026,
the Board of Directors appointed Jeffrey Scott Hopmayer (“Mr. Hopmayer”) 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. Hopmayer and any other person pursuant to which Mr. Hopmayer was appointed as a director.
There are no transactions in which Mr. Hopmayer has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Independent
Director Agreement of Mr. Hopmayer
On
June 26, 2026, Mr. Hopmayer and the Company entered into an Independent Director Agreement, with the following summarized terms:
Mr.
Hopmayer 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. Hopmayer’s employment commenced on Monday, June 26, 2026, and
continues for a term of three (3) years.
Compensation
that Mr. Hopmayer 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. Hopmayer 500,000 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. As a bonus at
the end of each quarter, the Company shall issue a number of shares of common stock equal $30,000 shares divided by a VWAP schedule.
The
Company shall reimburse Mr. Hopmayer 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.
Hopmayer 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. Hopmayer 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. Hopmayer 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. Hopmayer’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
7.01. Regulation FD Disclosure.
July
10, 2026, the Company issued a press release announcing the appointment of Roy Milner to the Board of Directors of MDWerks, Inc.
The
information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
10.1
|
|
Independent Director Agreement dated June 26, 2026, between Hopmayer and the registrant.
|
| 99.1 |
|
Press
release issued by the registrant on July 10, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
July 10, 2026 |
By: |
/s/
Steven C. Laker |
| |
Name: |
Steven
C. Laker |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
MDWerks
Appoints Jeff Hopmayer to Board of Directors as Molecular Targeting Technology Platform Expands Across Industrial Markets
GREEN
COVE SPRINGS, Fla. – July 10, 2026 – MDWerks, Inc. (OTCQB: MDWK), a molecular targeting technology company commercializing
proprietary energy-wave platforms that selectively influence target molecules to improve industrial processes, today announced the appointment
of Jeff Hopmayer to its Board of Directors.
Hopmayer
joins the Board as MDWerks enters a pivotal stage in its evolution—from technology development to commercial execution. Supported
by a growing global patent estate, an independently appraised intellectual property portfolio valued at approximately $400 million, signed
commercial contracts, and customer deployments that began in Q2 2026, the Company is executing a strategy centered on recurring licensing
revenue, scalable industrial applications, and long-term shareholder value.
MDWerks
has reached an important commercial inflection point, moving beyond laboratory validation toward initial commercial deployments supported
by customer contracts and a growing pipeline of opportunities across multiple industries. Rather than commercializing a single product,
the Company is advancing a molecular targeting platform capable of enabling solutions across numerous industrial markets.
The
Company’s technology platform is protected by a broad patent estate of issued and pending patents and patent applications worldwide,
creating multiple layers of protection around its proprietary molecular targeting processes, equipment, and industrial applications.
This intellectual property foundation supports a scalable licensing model designed to generate recurring revenue as the technology expands
into new commercial verticals.
A
nationally recognized entrepreneur, investor, and corporate advisor, Hopmayer has built and scaled businesses across the beverage alcohol,
logistics, technology, and infrastructure sectors. He is widely known as the founder of Brindiamo Group, one of the world’s leading bulk
whiskey sourcing and trading platforms and serves on the boards and advisory boards of several emerging technology companies focused
on commercializing innovative intellectual property and creating long-term enterprise value.
MDWerks
initially commercialized its platform through flavor enhancement and extraction in the beverage alcohol industry. The Company’s proprietary
molecular targeting technology is designed to selectively influence target molecules to improve processing efficiency, product quality,
sustainability, and manufacturing economics across a range of industrial processes.
The
same platform has expanded into a second commercial vertical through the Company’s Molecular Sawdust Drying System (MSDS), designed to
enhance moisture control and processing efficiency for the wood products industry, with its first commercial deployment which has recently
begun. Beyond these initial markets, management believes the technology platform has significant opportunities across industrial processing,
desalination, water purification, wastewater treatment, chemical extraction, food production, pharmaceuticals, agriculture, engineered
materials, and advanced manufacturing. Collectively, these current and potential applications represent estimated addressable markets
of more than $1.8 trillion globally.
“What
attracted me to MDWerks is that it isn’t simply commercializing a product—it’s commercializing a molecular targeting technology
platform,” said Jeff Hopmayer. “The ability to selectively influence target molecules creates opportunities to enhance manufacturing
processes across numerous industries. Once a platform demonstrates value in one industry and then successfully expands into another,
such as wood products, it begins to validate a much larger opportunity.”
“Companies
capable of repeatedly solving complex industrial challenges across multiple markets are relatively uncommon. MDWerks has assembled a
highly differentiated technology platform supported by a substantial patent estate, demonstrated early commercial traction, and is now
transitioning from innovation to commercialization. I look forward to working alongside management and my fellow directors as we expand
strategic partnerships, accelerate commercial adoption, broaden recurring licensing opportunities, and continue unlocking the value of
this platform for customers and shareholders alike.”
Jim
Cassidy, Executive Chairman of MDWerks, said:
“Jeff
has consistently demonstrated an ability to recognize transformational opportunities and help companies bridge the gap between innovation
and commercial execution. His experience building businesses, creating strategic partnerships, and commercializing emerging technologies
makes him an outstanding addition to our Board as MDWerks continues evolving from a technology developer into a platform company serving
multiple industrial markets.”
As
a member of the Board of Directors, Hopmayer will work closely with management on corporate strategy, partnerships, commercialization
initiatives, mergers and acquisitions, capital formation, and identifying opportunities to expand the Company’s proprietary molecular
targeting platform into additional industrial sectors.
About
MDWerks, Inc.
MDWerks,
Inc. (OTCQB: MDWK) is a molecular targeting technology company developing proprietary energy-wave platforms that selectively influence
target molecules to improve industrial processes. Supported by a broad patent estate, the Company’s technologies enhance extraction,
molecular transfer, moisture control, product quality, processing efficiency, and sustainability across multiple industries.
Initially
commercialized within beverage alcohol and wood products, MDWerks is expanding its platform into additional markets including industrial
processing, water treatment (including desalination), chemical manufacturing, agriculture, pharmaceuticals, engineered materials, and
advanced manufacturing. Through a scalable licensing model built around its proprietary intellectual property, MDWerks is transforming
breakthrough science into recurring revenue opportunities across multiple global industries.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on
our current expectations and projections about future events. All statements, other than statements of present or historical fact included
in this press release, regarding our future financial performance and our strategy, expansion plans, future operations, future operating
results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “continue,” “project” or the negative of such terms or other similar expressions. These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any
duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events
or circumstances after the date of this press release. We caution you that the forward-looking statements contained herein are subject
to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. In addition, we
caution you that the forward-looking statements regarding the Company contained in this press release are subject to the risks and uncertainties
described in the “Cautionary Note Regarding Forward-Looking Statements” section of our Annual Report on Form 10-K and
our Quarterly Reports on Form 10-Q that we file with the Securities and Exchange Commission. Such filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and ConnectM is under no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise.
Investor
Relations
(252)
501-0019
info@mdwerksinc.com
