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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number 001-42197
MKDWELL Tech Inc.
1F, No. 6-2, Duxing Road,
Hsinchu Science Park,
Hsinchu City 300, Taiwan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Unaudited Pro Form Condensed Combined Financial Information
As previously disclosed in the current reports on Form 6-K furnished on March 12, 2025 and March 25, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 10 non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate of 100,000,000 ordinary shares (the “Shares”), par value $0.0001 per share, at a purchase price per share of $0.10, for gross proceeds of approximately $10,000,000, of which proceeds will be used for working capital and other general corporate purposes. The Private Placement closed on March 21, 2025.
As previously disclosed in a Form 6-K furnished on March 20, 2025, the Company entered into three separate debt conversion agreements (the “Debt Conversion Agreements”) dated March 19, 2025 with three creditors of the Company, being Mr. Ming-Chia Huang, a director and the chief executive officer of the Company, Ms. Ya-Hui Wu, the spouse of Mr. Huang, and AWinner Limited, which is controlled by Mr. Chung-Yi Sun, a director of the Company, to convert such debts owed into equity of the Company. Among these, (i) an amount of $823,100 owed to Mr. Ming-Chia Huang will be converted into 8,231,000 new ordinary shares of the Company, which will be redesignated into 8,231,000 new Class A preferred shares subject to approval by shareholders of the Company by an ordinary resolution; (ii) an amount of $550,000 owed to Ms. Ya-Hui Wu will be converted into 5,500,000 new ordinary shares of the Company; and (iii) an amount of $1,110,000 owed to AWinner Limited will be converted into 11,100,000 new ordinary shares of the Company.
In connection with the Private Placement and the Debt Conversion Agreements, the Company is furnishing with this current report on Form 6-K the unaudited pro forma combined balance sheet and statement of operations as of and for the year ended December 31, 2024 to reflect the effects of (i) the issuance of 24,831,000 ordinary shares pursuant to the Debt Conversion Agreements and (ii) the issuance of 100,000,000 ordinary shares in the Private Placement, as applicable, as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Combined Balance Sheet and Statement of Operations as of and for the year ended December 31, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MKDWELL Tech Inc. | ||
| By: | /s/ Ming-Chia Huang | |
| Name: | Ming-Chia Huang | |
| Title: | Chief Executive Officer and Director | |
| Date: | April 4, 2025 | |
| By: | /s/ Min-jie Cui | |
| Name: | Min-jie Cui | |
| Title: | Chief Financial Officer | |
| Date: | April 4, 2025 |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma combined financial information has been prepared as follows:
| ● | On an actual basis. | |
| ● | On a pro forma as adjusted basis to reflect (i) the issuance of 24,831,000 ordinary shares through a debt-to-equity conversion at a price of US$0.10 per share on March 19, 2025, and (ii) the issuance and sale of 100,000,000 ordinary shares at a price of US$0.1 per share on March 14, 2025. |
PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2024
(UNAUDITED)
| As of December 31, 2024 | ||||||||||||
| Pro Forma | Pro Forma | |||||||||||
| Actual | Adjustment | Balance Sheet | ||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 542,591 | $ | 10,000,000 | (2) | $ | 10,542,591 | |||||
| Restricted cash | 51,139 | - | 51,139 | |||||||||
| Accounts and note receivable, net | 640,778 | - | 640,778 | |||||||||
| Amounts due from related parties | 932,640 | - | 932,640 | |||||||||
| Inventories, net | 291,029 | - | 291,029 | |||||||||
| Prepaid expenses and other current assets, net | 662,877 | - | 662,877 | |||||||||
| Total current assets | 3,121,054 | 10,000,000 | 13,121,054 | |||||||||
| Non-current assets: | ||||||||||||
| Intangible assets, net | 523,846 | - | 523,846 | |||||||||
| Property, plant and equipment, net | 5,094,545 | - | 5,094,545 | |||||||||
| Real estate properties for lease, net | 60,908 | - | 60,908 | |||||||||
| Operating lease right-of-use assets, net | 59,680 | - | 59,680 | |||||||||
| Other non-current assets | 34,624 | - | 34,624 | |||||||||
| Total non-current assets | 5,773,603 | - | 5,773,603 | |||||||||
| TOTAL ASSETS | $ | 8,894,657 | $ | 10,000,000 | $ | 18,894,657 | ||||||
| Liabilities | ||||||||||||
| Current liabilities: | ||||||||||||
| Short-term bank borrowings | $ | 2,648,199 | $ | - | $ | 2,648,199 | ||||||
| Accounts payable | 409,124 | - | 409,124 | |||||||||
| Amounts due to related parties | 2,162,876 | (2,010,000 | )(1) | 152,876 | ||||||||
| Accrued expenses and other current liabilities | 4,674,876 | (473,100 | )(1) | 4,201,776 | ||||||||
| Long-term bank borrowings, current portion | 123,299 | - | 123,299 | |||||||||
| Convertible Note | 868,925 | - | 868,925 | |||||||||
| Operating lease liabilities, current | 59,680 | - | 59,680 | |||||||||
| Total current liabilities | 10,946,979 | (2,483,100 | ) | 8,463,879 | ||||||||
| Non-current liabilities: | ||||||||||||
| Long-term bank borrowings | 2,814,862 | - | 2,814,862 | |||||||||
| Operating lease liabilities, non-current | - | - | - | |||||||||
| Other non-current liabilities | 306,766 | - | 306,766 | |||||||||
| Total non-current liabilities | 3,121,628 | - | 3,121,628 | |||||||||
| TOTAL LIABILITIES | 14,068,607 | (2,483,100 | ) | 11,585,507 | ||||||||
| Equity | ||||||||||||
| Ordinary shares | 1,859 | 2,483 | (1) | 14,342 | ||||||||
| 10,000 | (2) | - | ||||||||||
| Additional paid-in capital | 8,962,753 | 2,480,617 | (1) | 21,433,370 | ||||||||
| 9,990,000 | (2) | - | ||||||||||
| Accumulated deficit | (13,731,023 | ) | - | (13,731,023 | ) | |||||||
| Accumulated other comprehensive income | 557,094 | - | 557,094 | |||||||||
| MKDWELL Tech Inc. shareholders’ equity (deficit) | (4,209,317 | ) | 12,483,100 | 8,273,783 | ||||||||
| Non-controlling interests | (964,633 | ) | - | (964,633 | ) | |||||||
| Total equity (deficit) | (5,173,950 | ) | 12,483,100 | 7,309,150 | ||||||||
| TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ | 8,894,657 | $ | 10,000,000 | $ | 18,894,657 | ||||||
Unaudited Pro Forma Combined Balance Sheet Adjustments
The pro forma adjustment to the unaudited combined pro forma balance sheet consists of the following:
| (1) | Reflects the issuance of 24,831,000 ordinary shares through a debt-to-equity conversion at a price of US$0.1 per share on March 19, 2025. As a result, a total of US$2,483,100 in amounts due to shareholders, as well as accrued expenses and other liabilities was settled, which includes US$360,709 from a shareholder loan received after the reporting period. |
| (2) | Reflects the issuance and sale of 100,000,000 ordinary shares at a price of US$0.10 per share on March 14, 2025, generating total proceeds of US$10,000,000. |
PRO
FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(UNAUDITED)
| For the year ended December 31, 2024 | ||||||||||||
| Pro Forma | Pro Forma | |||||||||||
| Actual | Adjustment | Balance Sheet | ||||||||||
| Revenues | $ | 1,998,971 | $ | - | $ | 1,998,971 | ||||||
| Cost of revenues | (1,833,300 | ) | - | (1,833,300 | ) | |||||||
| Gross profit | 165,671 | - | 165,671 | |||||||||
| Operating expenses: | ||||||||||||
| Selling expenses | (232,122 | ) | - | (232,122 | ) | |||||||
| General and administrative expenses | (2,051,999 | ) | - | (2,051,999 | ) | |||||||
| Research and development expenses | (705,680 | ) | - | (705,680 | ) | |||||||
| Total operating expenses | (2,989,801 | ) | - | (2,989,801 | ) | |||||||
| Loss from operations | (2,824,130 | ) | - | (2,824,130 | ) | |||||||
| Other loss: | ||||||||||||
| Interest expenses, net | (398,036 | ) | - | (398,036 | ) | |||||||
| Other income, net | 65,171 | - | 65,171 | |||||||||
| Total other loss | (332,865 | ) | - | (332,865 | ) | |||||||
| Loss before income tax expense | (3,156,995 | ) | - | (3,156,995 | ) | |||||||
| Income tax expense | - | - | - | |||||||||
| Net loss | (3,156,995 | ) | - | (3,156,995 | ) | |||||||
| Net loss attributable to non-controlling interest | (639,055 | ) | - | (639,055 | ) | |||||||
| Net loss attributable to ordinary shareholders | $ | (2,517,940 | ) | $ | - | $ | (2,517,940 | ) | ||||
| Weighted average shares outstanding used in calculating basic and diluted loss per share - basic and diluted | 16,788,342 | 124,831,000 | (1) | 141,619,342 | ||||||||
| Loss per share - basic and diluted | $ | (0.15 | ) | $ | - | $ | (0.02 | ) | ||||
Unaudited Pro Forma Combined Condensed Statement of Operations Adjustments
| (1) | To reflect the issuance of 124,831,000 ordinary shares related to the subsequent debt-to-equity conversion and the subsequent equity financing in March 2025, as if it had occurred on January 1, 2023, the beginning of the earliest period presented. |