ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On September 11, 2026, MKDWELL Tech Inc. (the "Company") entered into an At the Market Offering Agreement (the "Sales Agreement") with Maxim Group LLC (the "Agent") with respect to an at-the-market offering program (the "Offering Program") under which the Company may offer and sell, from time to time at its sole discretion, ordinary shares of no par value of the Company (the "Ordinary Shares"), having an aggregate offering price of up to $100,000,000 (the "Shares") through or to the Agent, as the sales agent or principal. The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form F-3 (No. 333-296481), and prospectus supplement related to the Offering Program filed with the Securities and Exchange Commission on September 11, 2026 (the "Prospectus Supplement").

 

Subject to the terms and conditions of the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market for the Ordinary Shares. The Agent will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose), provided that the number or dollar amount of Ordinary Shares sold hereunder does not exceed the lesser of (a) the number or dollar amount of Ordinary Shares registered and currently available on the Registration Statement and as reflected on the Prospectus Supplement, pursuant to which the offering is being made, (b) the number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized shares), or (c) the number or dollar amount of Ordinary Shares that would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Form F-3 immediately prior to the filing of the Prospectus Supplement. The Company will pay the Agent a placement fee in an amount equal to (i) three percent (3.0%) of the gross sales price of the Ordinary Shares sold under the Sales Agreement with respect to the portion of aggregate gross proceeds up to and including $10 million, (ii) two and three-quarters percent (2.75%) with respect to aggregate gross proceeds in excess of $10 million and up to and including $20 million, and (iii) two and a half percent (2.5%) with respect to aggregate gross proceeds in excess of $20 million, and has also agreed to reimburse the Agent for certain specified expenses, including (i) up to $50,000 in connection with the fees and expenses of the Agent’s counsel (excluding periodic due diligence fees), and (ii) up to $5,000 per fiscal quarter while the Sales Agreement remains in effect and the Agent performs quarterly due diligence. The Company has made certain customary representations, warranties and covenants concerning the Company and its Ordinary Shares in the Sales Agreement and has also provided the Agent with customary indemnification and contribution rights.