Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2023, MDwerks, Inc. (the "Company") entered into an Exchange Agreement (the "Exchange Agreement"), dated as of January 19, 2023, by and between the Company, RF Specialties LLC ("RFS") and Keith A. Mort as the sole member of RFS. Pursuant to the terms of the Exchange Agreement, the Company agreed to acquire from Mr. Mort, and Mr. Mort agreed to sell to the Company, 100% of the equity interests and membership interests of RFS, in exchange for the issuance by the Company to Mr. Mort of 7,500,000 shares of the Company's common stock (the "Exchange"). Immediately following the Exchange, RFS will be a wholly owned subsidiary of the Company.

The shares received by Mr. Mort in the Exchange (the "Exchange Shares") are subject to a 24-month lock-up; provided, however, that (i) one-third of the Exchange Shares will be released from the lock-up restrictions on the 12-month anniversary of the closing of the Exchange, and (ii) one-third of the Exchange Shares will be released from the lock-up restrictions on the 18-month anniversary of the closing of the Exchange. The remaining one-third of the Exchange Shares will be released from the lock-up restrictions on the 24-month anniversary of the closing of the Exchange.

The parties have made customary representations, warranties and covenants in the Exchange Agreement. In addition to certain customary closing conditions, the obligations of the Company to consummate the closing of the Exchange are subject to the satisfaction (or waiver by the Company), at or before the closing date, of certain conditions, including that (i) RFS will have provided to the Company audited financial statements for RFS for each of the two most recently ended fiscal years and unaudited financial statements for any other required interim periods (the "Financial Statements Closing Condition"), and (ii) the Company will have completed its due diligence review and examination of RFS to its satisfaction in its sole discretion (the "Due Diligence Closing Condition").

The Exchange Agreement may be terminated on or prior to the closing date of the Exchange:

(a) By the mutual written consent of all of the parties to the Exchange

Agreement;

(b) By the Company (i) if the closing conditions applicable to all parties and


     applicable to the Company as set forth in the Exchange Agreement, including
     the Financial Statements Closing Condition and the Due Diligence Closing
     Condition, have not been satisfied or waived by the Company, which waiver the
     Company may give or withhold in its sole discretion, by May 31, 2023 (the
     "Termination Date"); provided, however, that the Company may not terminate
     the Exchange Agreement if the reason for the failure of any such condition to
     occur was the breach of the terms of the Exchange Agreement by the Company;
     or (ii) if there has been a material violation, breach or inaccuracy of any
     representation, warranty, covenant or agreement of RFS or Mr. Mort as set
     forth in the Exchange Agreement;

(c) By RFS and Mr. Mort acting together (i) if the closing conditions applicable


     to all parties and applicable to RFS and Mr. Mort have not been satisfied or
     waived by RFS and Mr. Mort, which waiver RFS and Mr. Mort may give or
     withhold in their sole discretion, by the Termination Date; provided,
     however, that RFS and Mr. Mort may not terminate the Exchange Agreement if
     the reason for the failure of any such condition to occur was the breach of
     the terms of the Exchange Agreement by any of RFS or Mr. Mort; or (ii) if
     there has been a material violation, breach or inaccuracy of any
     representation, warranty, covenant or agreement of the Company as set forth
     in the Exchange Agreement;

(d) By any party to the Exchange Agreement, if a court of competent jurisdiction

or other governmental authority shall have issued an order or taken any other

action permanently restraining, enjoining or otherwise prohibiting the

transactions contemplated by the Exchange Agreement and such order or action

shall have become final and nonappealable; or

(e) By the Company, if the Company, in its sole discretion, at any time prior to


     the closing of the Exchange determines that its due diligence review of RFS
     is not satisfactory to the Company.

The foregoing description of the Exchange Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit   Description

10.1        Exchange Agreement, dated as of January 19, 2023, by and among the
          registrant, RF Specialties LLC and Keith A. Mort.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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