MDWerks Inc

Item 2. Unregistered Sales of Securities and Use of Proceeds.

The following information represents securities sold by us that has not been previously included in a Quarterly Report on Form 10-Q or a Current Report of Form 8-K which were not registered under the Securities Act. Included are new issues, securities issued in exchange for property, services or other securities, securities issued upon conversion from our other share classes and new securities resulting from the modification of outstanding securities. We issued all of the securities listed below pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act (the “Securities Act”), or Regulation D or Regulation S promulgated thereunder.

During the quarter ended March 31, 2024, the Company sold 2,600,000 shares of common stock in exchange for cash proceeds of $390,000, of which 500,000 shares were issued in August 2024.

During the quarter ended September 30, 2024, the Company sold 1,666,668 shares of common stock in exchange for cash proceeds of $250,000, with 1,000,000 shares not yet issued as of September 30, 2024. The Company also issued 53,336 shares of common stock related to cash subscriptions during the year ended December 31, 2023.