Filed
pursuant to Rule 424(b)(3)
Registration
Statement File No. 333-132296
PROSPECTUS
SUPPLEMENT NO. 4
TO
PROSPECTUS
DATED APRIL 25, 2007
MDWERKS,
INC.
This
prospectus supplement should be read in conjunction with our prospectus dated
April
25,
2007 and in particular “Risk Factors” beginning on page 7 of the prospectus.
This
prospectus supplement includes the attached Current Report on Form 8-K of
MDwerks, Inc.,
filed
with the Securities and Exchange Commission on September 5, 2007.
The
date
of this prospectus supplement is September 5, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): August 31, 2007
MDWERKS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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333-118155
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33-1095411
|
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
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Windolph
Center, Suite I
1020
N.W.
6th
Street
Deerfield
Beach, FL 33442
(Address
of Principal Executive Offices)
(954)
389-8300
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
1.01 Entry
into a Material Definitive Agreement
On
August
31, 2007 we received gross proceeds of $250,000 in connection with a financing
provided by Vicis Capital Master Fund ("Vicis"), an unaffiliated accredited
investor. In connection with the financing, we issued a Convertible Note to
Vicis in the original principal amount of $250,000 (the “Note”).
The
Note
bears interest at the rate of 8% per year. Subject to certain prepayment
provisions, unpaid principal and interest due under the Note will become due
and
payable on October 1, 2007.
Our
obligations under this Note are unsecured and are expressly subordinated to
our
obligations to Gottbetter Capital Master, Limited (“Gottbetter”) in connection
with the promissory note, dated October 19, 2006, that we issued to Gottbetter
in the original principal amount of $2,500,000 and the promissory note, dated
November 9, 2006, that we issued to Gottbetter in the original principal amount
of $2,500,000.
We
are
currently negotiating an additional financing transaction with Vicis involving
the sale of preferred stock and warrants. Upon the initial closing of an
additional financing transaction with Vicis, the Note shall be automatically
converted into shares of preferred stock and warrants to be sold in such
financing determined by dividing the amount of principal outstanding under
the
Note plus accrued interest thereon by the price per unit at which each share
of
preferred stock and each warrant will be sold to Vicis in connection with the
financing transaction.
We
intend
to use the net proceeds received in connection with the issuance of the Note
for
general working capital purposes.
Item
9.01 Financial
Statements and Exhibits.
| (d) |
Exhibits
|
The
following exhibits are filed as part of this report:
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Exhibit
No.
|
Description
|
|
4.1
|
Convertible
Note issued to Vicis Capital Master
Fund
|
2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
| MDWERKS, INC. | ||
| |
|
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| Dated: September 5, 2007 | By: | /s/ Howard B. Katz |
|
Howard B. Katz |
||
| Chief Executive Officer | ||
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Exhibit
Index
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Exhibit
No.
|
Description
|
|
4.1
|
Convertible
Note issued to Vicis Capital Master
Fund
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MDWERKS,
INC.
CONVERTIBLE
NOTE
|
|
|
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Issuance
Date: August 31, 2007
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Original
Principal Amount: U.S. $250,000
|
FOR
VALUE
RECEIVED, MDwerks, Inc., a Delaware corporation (the “Company”),
hereby
promises to pay to Vicis Capital Master Fund or its registered assigns
(“Holder”)
the
amount set out above as the Original Principal Amount (as may be reduced
pursuant to the terms hereof pursuant to redemption, conversion or otherwise,
the “Principal”)
when
due, whether upon the Maturity Date (as defined below), and to pay interest
(“Interest”)
on any
outstanding Principal at a rate per annum equal to the Interest Rate (as defined
below), from the date set out above as the Issuance Date (the “Issuance
Date”)
until
the same becomes due and payable.
(a)
On
October 1, 2007 (the “Maturity
Date”),
the
Company shall pay to the Holder an amount equal to the Principal plus accrued
Interest thereon in cash in accordance with Section 8 of this Note.
(b)
Maker,
at
its option, may prepay all or any part of the outstanding principal amount
of
this Note and accrued interest thereon through the date of prepayment without
penalty.
2. INTEREST;
INTEREST RATE.
Interest on this Note shall commence accruing on the Issuance Date at the rate
of 8% per annum and shall be computed on the basis of a 360-day year and actual
days elapsed and shall be payable in arrears.
3. CONVERSION
OF NOTE.
Upon
the initial closing of the sale of units consisting of (i) one share of Series
B
Preferred Stock of the Company (“Series B Preferred Stock”), (ii) an
accompanying warrant to purchase shares 150 shares of Common Stock of the
Company at a price of $2.25 per share (a “$2.25 Warrant”) and (iii) an
accompanying warrant to purchase 100 shares of Common Stock of the Company
at a
price of $2.50 per share (a “$2.50 Warrant” and, collectively, with the $2.25
Warrant and the Series B Preferred Stock, a “Unit”), this Note shall be
automatically converted into the number of Units determined by dividing the
amount of Principal outstanding under this Note plus accrued Interest thereon
by
the price per Unit at which such Units are sold to Holder. Upon such conversion,
the Company shall deliver to Holder the securities constituting the Units into
which this Note is converted and Holder shall surrender this Note to the Company
for cancellation.
4. RIGHTS
UPON EVENT OF DEFAULT.
(a) Event
of Default.
Each of the following events shall constitute an “Event of
Default”:
5
(i) the
Company's failure to pay to the Holder any amount of Principal (including,
without limitation, any redemption or make-whole payments), Interest, or other
amounts when and as due under this Note;
(ii) the
Company or any of its Subsidiaries, pursuant to or within the meaning of Title
11, U.S. Code, or any similar Federal, foreign or state law for the relief
of
debtors (collectively, “Bankruptcy
Law”),
(A)
commences a voluntary case, (B) consents to the entry of an order for relief
against it in an involuntary case, (C) consents to the appointment of a
receiver, trustee, assignee, liquidator or similar official
(a
“Custodian”),
(D)
makes a general assignment for the benefit of its creditors or (E) admits in
writing that it is generally unable to pay its debts as they become due;
or
(iii) a
court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that (A) is for relief against the Company or any of its Subsidiaries in an
involuntary case, (B) appoints a Custodian of the Company or any of its
Subsidiaries or (C) orders the liquidation of the Company or any of its
Subsidiaries.
5. PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS.
If (a)
this Note is placed in the hands of an attorney for collection or enforcement
or
is collected or enforced through any legal proceeding or the Holder otherwise
takes action to collect amounts due under this Note or to enforce the provisions
of this Note or (b) there occurs any bankruptcy, reorganization, receivership
of
the Company or other proceedings affecting Company creditors' rights and
involving a claim under this Note, then the Company shall pay the reasonable
costs incurred by the Holder for such collection, enforcement or action or
in
connection with such bankruptcy, reorganization, receivership or other
proceeding, including, but not limited to, attorneys' fees and
disbursements.
6. CONSTRUCTION;
HEADINGS.
The
headings of this Note are for convenience of reference and shall not form part
of, or affect the interpretation of, this Note.
7. FAILURE
OR INDULGENCE NOT WAIVER.
No
failure or delay on the part of the Holder in the exercise of any power, right
or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other right, power or privilege.
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(a)
All
notices and other communications made pursuant to the provisions of or in
connection with this Note shall be in writing and shall be deemed to have been
duly made when delivered personally or by express mail or courier or when sent
by facsimile transmission
with confirmation received:
(i)
If to
the Holder, to Vicis Capital Master Fund, c/o Vicis Capital, LLC, 126 E.
56th
Street,
7th
Floor,
New York, NY 10022, or to such other address as the Holder may give notice
of to
the Maker from time to time; or
(ii)
If
to the Maker, 1020 NW 6th Street, Suite I, Deerfield Beach, FL 33442, or to
such
other address as the Maker may give notice of to the Holder from time to
time.
(b)
Whenever any payment of cash is to be made by the Company to Holder pursuant
to
this Note, such payment shall be made in lawful money of the United States
of
America by a check drawn on the account of the Company and sent via overnight
courier service to Holder at such address as previously provided to the Company
in writing; provided that the Holder may elect to receive a payment of cash
via
wire transfer of immediately available funds by providing the Company with
prior
written notice setting out such request and the Holder's wire transfer
instructions. Whenever any amount expressed to be due by the terms of this
Note is due on any day which is not a Business Day, the same shall instead
be
due on the next succeeding day which is a Business Day and, in the case of
any
Interest Date which is not the date on which
this
Note is paid in full, the extension of the due date thereof shall not be taken
into account for purposes of determining the amount of Interest due on such
date.
9. CANCELLATION.
After
all Principal, accrued Interest and other amounts at any time owed on this
Note
has been paid in full, or this note is converted pursuant to Section 3 of this
Note, this Note shall automatically be deemed canceled, shall be surrendered
to
the Company for cancellation and shall not be reissued.
10. WAIVER
OF NOTICE.
To the
extent permitted by law, the Company hereby waives demand, notice, protest
and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.
11. GOVERNING
LAW.
This
Note shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this
Note shall be governed by, the internal laws of the State of Florida, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Florida or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Florida.
In the event that any provision of this Note is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of this Note.
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12. SUBORDINATION.
The
obligations of the Company under this Note are expressly subordinated to the
obligations of the Company and its Subsidiaries in connection with (i) that
certain promissory note, dated October 19, 2006, issued by the Company to
Gottbetter Capital Master, Limited (“Gottbetter”) in the original principal
amount of $2,500,000 and (ii) that certain promissory note, dated November
9,
2006, issued by the Company to Gottbetter in the original principal amount of
$2,500,000 (the indebtedness evidenced by each of such notes is hereinafter
referred to as “Permitted Senior Indebtedness”). By acceptance of this note,
Holder agrees that it shall promptly execute and deliver (i) such agreements,
documents and instruments as may be reasonably requested by holders of Permitted
Senior Indebtedness, expressly confirming the subordination of the Company’s
obligations under this Note to those of the holders of Permitted Senior
Indebtedness and (ii) such intercreditor agreements as may be reasonably
requested by holders of Permitted Senior Indebtedness relating to customary
intercreditor arrangements including, but not limited to, standstill agreements
and the right to cure defaults under this Note.
IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed as of
the
Issuance Date set out above.
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MDWERKS,
INC.
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| By: | /s/ Howard B. Katz | |
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Name: Howard
Katz
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Title: Chief
Executive Officer
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