MDWerks, Inc. 8-K

What Happened

• MDWerks, Inc. filed an 8-K reporting that director Edward D. Kratovil notified the company of his immediate retirement for health-related reasons effective February 14, 2026. Mr. Kratovil indicated no disagreement with the company on operational matters.
• To fill the anticipated vacancy, the Board appointed Roy Milner as an independent director. Mr. Milner’s appointment was made on February 11, 2026, and his Independent Director Agreement is dated February 10, 2026. The company issued a press release on February 17, 2026 announcing the appointment.

Key Details

• Mr. Milner’s director term: three (3) years, beginning February 10, 2026.
• Cash compensation: $5,000 per calendar quarter (paid in the third month; prorated for partial quarters).
• Equity compensation: 100,000 shares of common stock issued upon employment, plus $10,000 in shares each calendar quarter calculated using a VWAP schedule.
• Other terms: reimbursement for reasonable out-of-pocket director expenses (expenses over $500 require preapproval); confidentiality obligations; Mr. Milner must relinquish ownership of work product related to his director role. Dispute resolution: arbitration first in Henderson County, North Carolina, then litigation there if needed, applying Delaware law.
• The filing states there are no arrangements or transactions requiring Item 404(a) disclosure and that Mr. Milner qualifies as independent under SEC and Nasdaq standards.

Why It Matters

• Board composition: The change affects corporate governance—MDWerks replaced a retiring director with an independent director, which can influence board oversight and investor perception of governance.
• Compensation and dilution: The agreement includes immediate and ongoing equity grants (100,000 shares plus quarterly share awards) and cash fees, which could have modest dilution and future compensation expense implications for shareholders.
• Legal/operational terms: The contract’s confidentiality, work-product assignment, and specified dispute forum are material governance terms investors may consider when evaluating management oversight and potential legal risks.