MDWerks Inc (MDWK)

[NewJerichoMan]

Item 3.02. Unregistered Sales of Equity Securities.

https://www.otcmarkets.com/filing/html?id=16252742&guid=DlP-kpQDq0cmB3h

On December 6, 2022, MDwerks, Inc. (the “Company”) issued 90,000,000 shares of the Company’s common stock (the “Common Stock”) upon conversion of 900,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) held by Tradition Reserve I LLC (“Tradition”). As previously reported, prior to the conversion, Tradition owned a total of 10,000,000 shares of Series A Preferred Stock, representing 100% of the authorized and issued Series A Preferred Stock.

Following the conversion, Tradition distributed the 90,000,000 shares of Common Stock, pro rata, to its members.

Following the conversion, the Company has 108,010,208 shares of Common Stock outstanding and 9,100,000 shares of Series A Preferred Stock outstanding.

Under the Company’s amended and restated certificate of incorporation, any holder of Series A Preferred Stock has the right, at any time and from time to time, to convert all or any of the shares of Series A Preferred Stock held by such holder into shares of Common Stock on a one to 100 basis.

The issuance of the shares of Common Stock pursuant to the foregoing transactions was made without registration in reliance on the exemption from registration under the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. No commission or other remuneration was paid or given directly or indirectly for soliciting the exchange of such securities.