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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

MDWerks, Inc.

MDWKOTCEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

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.…

Filed Feb 17, 2026Accepted Feb 17, 2026, 4:30 AM ESTCIK 1295514Accession 0001493152-26-006970
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Company context

Current securities

Recent company filings

  1. Regulation FD DisclosureAug 25, 2026
  2. 10-Q filingAug 19, 2026
  3. NT 10-Q filingAug 14, 2026
  4. Regulation FD DisclosureAug 3, 2026
  5. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureJul 10, 2026

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm

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, …

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