Two Trees Beverage Co. entered into an agreement to acquire MDwerks, Inc. (OTCPK:MDWK) for $2.4 million in a reverse merger transaction on February 13, 2023. Under the terms of the transaction, all of the common stock and all of the preferred stock of Two Trees will be treated equally in the Merger and will collectively be converted into a total of 60,000,000 shares of company common stock, which shall be apportioned between the Two Trees stockholders, pro rata, based on the number of shares of Two Trees stock held by each of the Two Trees stockholders as of the closing of the merger (the ?Merger Consideration?). At the closing of the merger, the company?s Board of Directors will be expanded and a number of persons as named by Two Trees will be named to the Company Board such that such persons comprise a majority of the Company Board. In addition, at the closing of the Merger, the directors and officers of Two Trees as in place immediately prior to the closing will remain in place as the directors and officers of the Surviving Corporation.

The transaction is subject to approval of the Two Trees stockholders; approvals from all required Governmental Authorities; holders of no more than 5% of the outstanding shares of Two Trees Stock shall have exercised or shall continue to have a claim to demand or exercise appraisal, dissenters? or similar rights; consummation of due diligence; the transaction for Federal income tax purposes, are intended to qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986 and is subject to other customary closing condition. The Board of Directors of MDwerks has unanimously approved the transaction and the Board of Directors of Two Trees have also approved the transaction. John Cacomanolis of Anthony L.G., PLLC acted as legal advisor to MDwerks. Samuel Saunders of Walker Saunders LLP acted as legal advisor to Two Trees.