MKDWELL Tech (NASDAQ: MKDW) adopts BVI home-country governance exemptions

Rhea-AI Filing Summary

MKDWELL Tech Inc. has elected to follow British Virgin Islands home country practices instead of certain Nasdaq corporate governance rules. As a foreign private issuer, the company is using the Nasdaq Rule 5615(a)(3) exemption to opt out of specific shareholder approval requirements.

The company will not follow Nasdaq Rules 5635(a), (b), (c) and (d), which generally require shareholder approval for stock or asset acquisitions, changes of control, equity-based compensation, and certain large private issuances below a defined minimum price. BVI counsel Ogier confirmed these practices are permitted under BVI law and the company’s governing documents. The company states that aside from these items, its corporate governance practices are not materially different from those of U.S. domestic Nasdaq-listed companies.

Positive

• None.

Negative

• Reduced shareholder approval protections: MKDWELL Tech elected not to follow Nasdaq Rules 5635(a)-(d), meaning shareholders may not have voting rights on certain acquisitions, changes of control, equity compensation plans, or large discounted private issuances that would typically require approval at many U.S. domestic Nasdaq companies.

Insights

Corporate governance analyst

MKDWELL Tech reduces U.S.-style shareholder approval rights for major share issuances.

MKDWELL Tech Inc. is using a Nasdaq home country rule exemption to follow British Virgin Islands practice instead of several Nasdaq Rules that require shareholder approval for key equity transactions. This affects acquisitions paid in stock, changes of control, equity compensation plans and large private placements.

By not applying Nasdaq Rules 5635(a)-(d), the board gains greater flexibility to issue securities without seeking shareholder votes in situations where U.S. domestic issuers typically must do so. The filing notes that BVI counsel Ogier has certified these practices are allowed under BVI law and the company’s amended and restated memorandum and articles of association.

The company also states that, apart from these areas, its corporate governance practices do not materially differ from those of U.S. domestic Nasdaq-listed companies. Future disclosures may clarify how often the company uses this added flexibility for acquisitions, compensation, or financing transactions.

Key Terms

foreign private issuer, home country rule exemption, Nasdaq Rules 5635(a), change of control, +2 more

6 terms

foreign private issuer regulatory

"As a foreign private issuer, we are permitted, in lieu of certain requirements of the Nasdaq Stock Market Rules"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country rule exemption regulatory

"pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3)"

Nasdaq Rules 5635(a) regulatory

"Nasdaq Rule 5635(a), pursuant to which shareholder approval is required prior to an issuance of securities"

change of control financial

"Nasdaq Rule 5635(b), pursuant to which shareholder approval is required prior to an issuance of securities of the company that will result in a change of control"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

equity-based compensation financial

"Nasdaq Rule 5635(c), pursuant to which shareholder approval is required prior to an issuance of securities of the company in connection with equity-based compensation"

Equity-based compensation is pay given to employees or contractors in the form of company ownership—such as stock, stock options, or restricted shares—instead of or in addition to cash. It matters to investors because it aligns workers’ interests with shareholders (like giving employees a slice of the company pie), but can also dilute existing owners and appears as a real cost on financial statements, affecting earnings and share value.

amended and restated memorandum and articles of association regulatory

"under British Virgin Islands law and our amended and restated memorandum and articles of association, we are not prohibited"

Form 6-K: How Foreign Companies Report to the SEC →

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 March 2026

Commission File Number 001-42197

MKDWELL Tech Inc.

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

Hsinchu Science Park,

Hsinchu City 300, 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 ☐

When used in this Form 6-K, unless otherwise indicated, the terms the “Company,” “we,” “us” and “our” refer to MKDWELL Tech Inc. and its subsidiaries.

Application of Home Country Practice Rules

This current report on Form 6-K is being filed to disclose the home country rule exemption of the Company that it has elected to follow.

As a foreign private issuer, we are permitted, in lieu of certain requirements of the Nasdaq Stock Market Rules (the “Nasdaq Rules”) and subject to certain exceptions, to follow the practices of our home country, which for the purpose of such rules is the British Virgin Islands, pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).

We elected to be exempt from the requirements as follows:

	(i)	Nasdaq Rule 5635(a), pursuant to which shareholder approval is required prior to an issuance of securities of the company in connection with the acquisition of the stock or assets of another company;
	(ii)	Nasdaq Rule 5635(b), pursuant to which shareholder approval is required prior to an issuance of securities of the company that will result in a change of control of the company;
	(iii)	Nasdaq Rule 5635(c), pursuant to which shareholder approval is required prior to an issuance of securities of the company in connection with equity-based compensation of officers, directors, employees or consultants; and
	(iv)	Nasdaq Rule 5635(d), pursuant to which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein.

Our British Virgin Islands counsel, Ogier, has provided a letter, as required by The Nasdaq Stock Market, certifying that, under British Virgin Islands law and our amended and restated memorandum and articles of association, we are not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s British Virgin Islands counsel is attached hereto as Exhibit 99.1.

Except for the foregoing, there is no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.

Exhibits.

Exhibit No.		Description
99.1		Home Country Exemption Letter

2

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.
Date: March 31, 2026	By:	/s/ Ming-Chia Huang
	Name:	Ming-Chia Huang
	Title:	Chief Executive Officer and Director

3

Exhibit 99.1

FAQ

What did MKDWELL Tech Inc. disclose in this Form 6-K filing?

MKDWELL Tech Inc. disclosed that, as a foreign private issuer, it has elected to follow British Virgin Islands home country practices instead of certain Nasdaq shareholder approval rules, using the home country rule exemption under Nasdaq Rule 5615(a)(3) for specific equity-related governance matters.

Which Nasdaq shareholder approval rules is MKDWELL Tech opting out of?

The company elected not to follow Nasdaq Rules 5635(a), 5635(b), 5635(c), and 5635(d). These rules normally require shareholder approval for stock or asset acquisitions, changes of control, equity-based compensation, and certain large non-public issuances at less than a defined minimum price.

How does MKDWELL Tech’s home country exemption affect shareholder approval rights?

By using the home country exemption, MKDWELL Tech can issue securities in certain acquisitions, potential changes of control, equity compensation arrangements, and sizeable private issuances without obtaining shareholder approval where Nasdaq Rules 5635(a)-(d) would otherwise require a vote for U.S. domestic issuers.

What role did British Virgin Islands counsel play in MKDWELL Tech’s decision?

British Virgin Islands counsel Ogier provided a letter confirming that, under BVI law and MKDWELL Tech’s amended and restated memorandum and articles of association, the company is not prohibited from adopting the home country governance practices described. This letter is filed as Exhibit 99.1 to the Form 6-K.

Are MKDWELL Tech’s other corporate governance practices different from U.S. Nasdaq companies?

The company states that, apart from the specific Nasdaq Rules 5635(a)-(d) it is exempting itself from under the home country rule, there are no material differences between its corporate governance practices and those of U.S. domestic companies listed on The Nasdaq Stock Market.

Why is MKDWELL Tech considered a foreign private issuer for Nasdaq purposes?

MKDWELL Tech is treated as a foreign private issuer and, for Nasdaq corporate governance rules, its home country is the British Virgin Islands. This status allows it to rely on Nasdaq Rule 5615(a)(3) and follow BVI corporate practices instead of certain Nasdaq stockholder approval requirements.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 1.8 KB
• EX-99 GRAPHIC 510.7 KB
• EX-99 GRAPHIC 248.5 KB