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MKDWELL Tech sets up $100M stock sale program

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

MKDWELL Tech Inc. (MKDW) established an at-the-market equity offering program by entering into an At the Market Offering Agreement with Maxim Group LLC, allowing the company to issue and sell ordinary shares with an aggregate offering price of up to $100,000,000 from time to time at its discretion. Sales will be made through or to Maxim Group LLC, acting as sales agent or principal, under MKDWELL’s effective Form F-3 registration statement and a related prospectus supplement filed on September 11, 2026, including sales through The Nasdaq Capital Market as “at the market” offerings under Rule 415. The company will pay a tiered placement fee on gross proceeds and reimburse specified expenses, is not obligated to sell any shares, and plans to use any net proceeds for general corporate purposes such as working capital, capital expenditures and potential acquisitions or strategic investments.

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Filing Explained

The $100 million ATM program is a maximum capacity, not committed proceeds: any share issuance remains limited by registered availability, authorized but unissued shares after reservations, and Form F-3 eligibility.

ATM program size $100,000,000 aggregate offering price Maximum aggregate offering price of ordinary shares under the at-the-market program
Placement fee tier 1 3.0% of gross sales Fee on aggregate gross proceeds up to and including $10 million
Placement fee tier 2 2.75% of gross sales Fee on aggregate gross proceeds above $10 million and up to and including $20 million
Placement fee tier 3 2.5% of gross sales Fee on aggregate gross proceeds in excess of $20 million
Counsel fee reimbursement cap $50,000 Maximum reimbursement for Agent’s counsel fees, excluding periodic due diligence fees
Quarterly due diligence reimbursement $5,000 per fiscal quarter Cap on quarterly reimbursement while the Sales Agreement remains in effect and quarterly due diligence is performed
at-the-market offering financial
"with respect to an at-the-market offering program under which the Company may offer"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
Form F-3 regulatory
"pursuant to the Company’s registration statement on Form F-3 (No. 333-296481)"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
prospectus supplement regulatory
"and prospectus supplement related to the Offering Program filed with the Securities"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 415 regulatory
"deemed to be an “at the market” offering as defined in Rule 415 of the Securities"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
General Instruction I.B.5 of Form F-3 regulatory
"including, if applicable, General Instruction I.B.5 of Form F-3 immediately prior"
indemnification and contribution regulatory
"and has also provided the Agent with customary indemnification and contribution rights"
Offering Type ATM
Use of Proceeds Net proceeds from issuances under the program are intended for general corporate purposes, which may include additions to working capital, financing of capital expenditures, future acquisitions and strategic investment opportunities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MKDWELL Tech Inc. (MKDW) announce in this Form 6-K?

MKDWELL Tech Inc. entered into an At the Market Offering Agreement with Maxim Group LLC, creating an at-the-market program to sell up to $100,000,000 of its ordinary shares under its existing Form F-3 registration statement and a related prospectus supplement.

How large is MKDWELL (MKDW)’s new at-the-market equity program?

The at-the-market offering program permits MKDWELL Tech Inc. to sell ordinary shares with an aggregate offering price of up to $100,000,000. Sales may occur from time to time, at the company’s sole discretion, through or to Maxim Group LLC as sales agent or principal.

What fees will MKDWELL (MKDW) pay Maxim Group LLC under the Sales Agreement?

MKDWELL will pay Maxim a placement fee equal to 3.0% of gross proceeds up to and including $10 million, 2.75% on proceeds over $10 million up to $20 million, and 2.5% on proceeds above $20 million, plus specified expense reimbursements.

How does MKDWELL (MKDW) intend to use proceeds from the at-the-market offering?

MKDWELL intends to use net proceeds from any share issuances for general corporate purposes, which may include additions to working capital, financing of capital expenditures, future acquisitions and strategic investment opportunities, with no current plans or commitments as of the report date.

Is MKDWELL (MKDW) required to sell shares under this at-the-market program?

No. MKDWELL is not obligated to make any sales of ordinary shares under the Sales Agreement, and there is no guarantee that any such sales will occur. The program ends when all offered shares are sold or the agreement is terminated according to its terms.

Under what registration does MKDWELL (MKDW) conduct this offering?

The at-the-market offering will be conducted under MKDWELL Tech Inc.’s existing Form F-3 registration statement (No. 333-296481) and a related prospectus supplement for the offering program filed on September 11, 2026 with the U.S. Securities and Exchange Commission.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2026

 

Commission File Number 001-42197

 

MKDWELL Tech Inc.

 

1F, No. 6-2, Duxing Road,

Hsinchu Science Park,

Hsinchu City 300096, Taiwan

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

This report of foreign private issuer on Form 6-K (this “Report”) is hereby incorporated by reference in the registration statements of MKDWELL Tech Inc. on Form F-3 (No. 333-296481) and Form S-8 (No. 333-294774), to the extent not superseded by documents or reports subsequently filed or furnished.

 

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On September 11, 2026, MKDWELL Tech Inc. (the “Company”) entered into an At the Market Offering Agreement (the “Sales Agreement”) with Maxim Group LLC (the “Agent”) with respect to an at-the-market offering program (the “Offering Program”) under which the Company may offer and sell, from time to time at its sole discretion, ordinary shares of no par value of the Company (the “Ordinary Shares”), having an aggregate offering price of up to $100,000,000 (the “Shares”) through or to the Agent, as the sales agent or principal. The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form F-3 (No. 333-296481), and prospectus supplement related to the Offering Program filed with the Securities and Exchange Commission on September 11, 2026 (the “Prospectus Supplement”).

 

Subject to the terms and conditions of the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market for the Ordinary Shares. The Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose), provided that the number or dollar amount of Ordinary Shares sold hereunder does not exceed the lesser of (a) the number or dollar amount of Ordinary Shares registered and currently available on the Registration Statement and as reflected on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized shares), or (c) the number or dollar amount of Ordinary Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Form F-3 immediately prior to the filing of the Prospectus Supplement. The Company will pay the Agent a placement fee in an amount equal to (i) three percent (3.0%) of the gross sales price of the Ordinary Shares sold under the Sales Agreement with respect to the portion of aggregate gross proceeds up to and including $10 million, (ii) two and three-quarters percent (2.75%) with respect to aggregate gross proceeds in excess of $10 million and up to and including $20 million, and (iii) two and a half percent (2.5%) with respect to aggregate gross proceeds in excess of $20 million, and has also agreed to reimburse the Agent for certain specified expenses, including (i) up to $50,000 in connection with the fees and expenses of the Agent’s counsel (excluding periodic due diligence fees), and (ii) up to $5,000 per fiscal quarter while the Sales Agreement remains in effect and the Agent performs quarterly due diligence. The Company has made certain customary representations, warranties and covenants concerning the Company and its Ordinary Shares in the Sales Agreement and has also provided the Agent with customary indemnification and contribution rights.

 

The Company is not obligated to make any sales of Ordinary Shares under the Sales Agreement and there is no guarantee that any such sales will be completed. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

 

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Report and incorporated herein by reference.

 

The Company intends to use the net proceeds from any issuances through the Offering Program for general corporate purposes, which may include additions to working capital, financing of capital expenditures, future acquisitions and strategic investment opportunities, although it has no current plans, commitments or agreements with respect to any such expenditures, acquisitions or investment opportunities as of the date hereof.

 

This Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

EXHIBIT INDEX

 

Exhibit   Description
     
1.1   At the Market Offering Agreement dated September 11, 2026, by and between MKDWELL Tech Inc. and Maxim Group LLC
5.1   Opinion of Mourant Ozannes (British Virgin Islands)

 

 

 

 

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, thereunto duly authorized.

 

MKDWELL Tech Inc.  
     
By: /s/ Ming-Chia Huang  
Name:  Ming-Chia Huang  
Title: Chief Executive Officer and Director  
     
Date: September 11, 2026  

 

 

 

Filing Exhibits & Attachments

3 documents

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