Beverage veteran Roy Milner joins MDWerks (OTCQB: MDWK) board
Rhea-AI Filing Summary
MDWerks, Inc. announced a board transition, with longtime director Edward D. (Ted) Kratovil retiring for health-related reasons and beverage industry veteran Roy Milner joining as an independent director. The company stated that Mr. Kratovil reported no disagreements regarding its operations, policies, or practices.
Under an Independent Director Agreement effective February 10, 2026, Mr. Milner will serve a three-year term. His compensation includes $5,000 per calendar quarter in cash, an initial grant of 100,000 shares of common stock, and additional quarterly equity valued at $10,000, issued in shares based on a VWAP schedule, plus reimbursed expenses.
The agreement includes confidentiality covenants, assignment of work-product intellectual property to MDWerks, and an arbitration-then-litigation framework in Henderson County, North Carolina under Delaware law. The company also issued a press release highlighting Mr. Milner’s more than 25 years of beverage-sector leadership and the role he is expected to play as MDWerks grows its sustainable technology, beverage, and industrial businesses.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Edward D. Kratovil from the Board of Directors
On February 14, 2026, Edward D. Kratovil, a member of the Board of Directors of MDWerks, Inc., a Delaware corporation (the “Company”), notified the Company of his intention to retire from the Board of Directors effective immediately due to health-related reasons. Mr. Kratovil did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment of Roy Milner as an Independent Director of the Board of Directors
Pursuant to the anticipated vacancy created by Mr. Kratovil’s forthcoming resignation, on February 11, 2026, the Board of Directors appointed Roy Milner (“Mr. Milner”) to serve as an independent director of the Company, as defined under the applicable SEC rules and Nasdaq listing standards.
Independent Director Agreement of Roy Milner
On February 10, 2026, Mr. Milner and the Company entered into an Independent Director Agreement, with the following summarized terms:
Mr. Milner 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. Milner’s employment commenced on February 10, 2026, and continues for a term of three (3) years.
Compensation that Mr. Milner 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. Milner 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, and grant each calendar quarter of $10,000 in shares of Common Stock with shares divided by a VWAP schedule.
The Company shall reimburse Mr. Milner 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. Milner 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. Blackstone 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. Milner 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. Milner’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.
There is no arrangement or understanding between Mr. Milner and any other person pursuant to which Mr. Milner was appointed as a director. There are no transactions in which Mr. Milner has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On February 17, 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 between Roy Milner and the registrant dated February 10, 2026. | |
| 99.1 | Press release issued by the registrant on February 17, 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: February 17, 2026 | By: | /s/ Steven C. Laker |
| Name: | Steven C. Laker | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
MDWerks Appoints Beverage Industry Veteran
Roy Milner to the Company’s Board of Directors
Green Cove Springs, FL – February 17, 2026 – MDWerks, Inc. (“MDWerks” or the “Company”) (OTCQB: MDWK), a forward-thinking company leading the charge in the world of sustainable technology, today announced that Roy Milner (“Roy”) has been appointed to the Company’s Board of Directors (the “Board”). The announcement comes after the news that Mr. Ted Kratovil (“Ted”), has stepped down from the Board and is retiring.
Mr. Milner brings to MDWerks more than twenty-five years of executive leadership experience in the beverage industry, including deep expertise in go-to-market strategy, sales, marketing, distribution, brand management and financial oversight at both Fortune 500 organizations and entrepreneurial startups.
Jim Cassidy, Executive Chairman of MDWerks, commented, “I am delighted that Roy has joined the MDWerks Board and look forward to his guidance as we scale our beverage and industrial businesses. Roy is a highly successful beverage industry veteran with a commendable track record of building businesses and brands through effective team building, strategic positioning, marketing, and multi-channel distribution. Separately, I would like to thank Ted for his years of mentorship and his many contributions during the early phases of our growth journey. We wish him the best in retirement.”
Mr. Milner said, “MDWerks is underpinned by unique, valuable and patented energy wave technology and I am eager to help the team grow the Company’s businesses and recurring revenue streams.”
Mr. Kratovil added, “It has been rewarding to play a role in setting the foundation for the next chapter of growth at MDWerks. I look forward to following the team’s multi-pronged strategic expansion in the months and years to come.”
About Roy Milner
Mr. Milner is Co-Founder of The Difference Business Bourbon™, a premium bourbon brand; Partner and Co-Founder of Art of Alchemy Spirits, a craft spirits company specializing in premium blended whiskeys; Partner at Cask Catalyst, an investment and advisory accelerator focused on emerging beverage brands; Founder of Thirst Sherpa, LLC, a beverage industry consultancy; and Co-Founder of Nighthawks Bourbon, a premium bourbon venture in partnership with Napa Valley winemaker Jamey Whetstone.
Earlier in his career, Mr. Milner served as Founding Partner and Chief Fermentation Officer at Blackberry Farm Brewery; Regional Manager at Red Bull North America; and Territory Manager at Boston Beer Company (Samuel Adams). He graduated from University of Tennessee, Knoxville with a Bachelor of Business Administration degree in Marketing with a Minor in Psychology.
About MDWerks, Inc.
MDWerks, Inc. (“MDWerks”) (OTCQB: MDWK) is a forward-thinking company that is leading the charge in the world of sustainable technology. As a prominent provider of energy wave technologies, MDWerks is committed to developing innovative solutions that help businesses reduce their costs and drive business value. For more information, please visit https://mdwerksinc.com/.
MDWerks’ wholly owned subsidiary, Two Trees Beverage Company, is headquartered deep in the Appalachian Mountain country, creating fine spirits, aged sustainably. Two Trees’ fine spirits brands, including Two Trees® and Tim Smith Spirits®, have received multiple industry awards. For more information, please visit https://twotreesdistilling.com/.
MDWerks’ wholly owned subsidiary, RF Specialties, LLC (“RFS”), addresses companies’ most pressing challenges by implementing automated radio frequency technology systems in a sustainable way reducing costs and increasing speed to market when compared to traditional methods. For more information, please visit https://www.rfspecialtiesus.com/.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements also may be included in other publicly available documents issued by MDWK and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “would,” “could,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause MDWK’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others such as, but not limited to economic conditions, changes in the laws or regulations, demand for MDWK’s products and services, the effects of competition and other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements. Any forward-looking information provided in this release should be considered with these factors in mind. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission from time to time, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q and Current Reports on Form 8-K, which are available on the Securities and Exchange Commission’s website at sec.gov. We assume no obligation to update any forward-looking statements contained in this press release.
Company Contact:
MDWerks, Inc.
Steven Laker
T: (252) 501-0019
stevel@mdwerksinc.com
FAQ
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