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) June 24, 2014
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MEDIFIRST SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
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| Nevada |
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27-3888260 |
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State or other jurisdiction
incorporation
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Commission File Number |
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IRS Employer
Identification No.
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45 E. Main Street. Suite 208, Freehold, NJ 07728
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (732)-786-8044
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(Former name or former address, if changed since last report)
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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:
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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 -
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Registrant’s Business and Operations
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Item 1.01
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Entries into a Material Definitive Agreement
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Effective June 24, 2014, the Company entered into an Agreement and Plan of Reorganization (“Agreement”) with Medical Lasers Manufacturer, Inc., Doral, Florida (“MLM”), a privately-held company which has developed non-invasive restorative skin care laser treatments.
Pursuant to the Agreement, the Company acquired all of the issued and outstanding common stock in MLM and MLM has become a wholly-owned subsidiary of the Company.
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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The Company incorporates by reference the disclosures in Item 2.01 of this Report.
A copy of the Agreement is attached to this Report as Exhibit 10.1
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Section 9-
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Financial Statements and Exhibits
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Description |
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| 10.1 |
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Agreement and Plan of Reorganization dated June 24, 2014. |
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| 99.1 |
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Press Release dated June 24, 2014. |
The financial statements of Medical Lasers Manufacturer, Inc. are not included with this report but will be filed along with proforma financial statements in an amended report within 71 days of the date of the original report disclosing the acquisition.
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 hereunto duly authorized.
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MEDIFIRST SOLUTIONS, INC.
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By:
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/s/ Bruce J. Schoengood |
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President and Chief Executive Officer |
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Exhibit 10.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is dated as of June 24, 2014, and is by and among Medifirst Solutions, Inc., a Nevada corporation (“Medifirst”); Medical Lasers Manufacturer Inc, a Florida corporation (“MLM”) and Ronald Rubin, D.M.D. (“Rubin”)
R E C I T A L S
WHEREAS, MLM has developed the Time Machine Laser Program that is intended to provide non-invasive restorative skin care treatments.
WHEREAS, Rubin is the holder of 1,500 shares of the common stock of MLM which comprise all of the issued and outstanding common stock of MLM (“MLM Shares”).
WHEREAS, Medifirst considers it in the best interest of its shareholders that MLM become a wholly-owned subsidiary.
WHEREAS, the respective Boards of Directors of Medifirst and of MLM have adopted resolutions approving Medifirst’s acquisition of the MLM Shares in exchange for the issuance of common stock of Medifirst , upon the terms and conditions hereinafter set forth in this Agreement (“Exchange”) and
WHEREAS, it is intended that the terms and conditions of this Agreement comply in all respects with Section 368(a)(1)(B) and/or Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations corresponding thereto, so that the Exchange shall qualify as a tax-free transaction under the Code.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in reliance upon the representations and warranties hereinafter set forth, the parties agree as follows:
I. THE EXCHANGE
1.01 Exchange. Upon the terms and subject to the conditions of this Agreement, Medifirst will sell, convey, assign and transfer to Rubin 100,000 shares of Medifirst common stock (“Medifirst Shares”) and as consideration therefore, Rubin will sell, convey, assign and transfer the MLM Shares to Medifirst.. As a result of the Exchange, MLM will become a subsidiary of Medifirst. For U.S. federal income tax purposes, it is intended that the Exchange shall qualify as a tax-free transaction under Section 368(a)(1)(B) and/or Section 351 of the Code.
1.02. Closing. Subject to the satisfaction or waiver of all of the conditions set forth in Sections 5.01 and 5.02, the Closing of the Exchange (“Closing”) shall take place on or before June 27, 2014 at the corporate offices of Medifirst or at such other date and/or such other place as the parties may designate. Such date is referred to herein as the “Closing Date.”
1.03. Deliveries. At the Closing, the following shall occur:
(a) Medifirst shall issue the Medifirst Shares to Rubin and deliver or cause to be delivered a stock certificate for said shares to Rubin.
(b) Rubin shall deliver or cause to be delivered to Medifirst the MLM Shares and such other documents as Medifirst may reasonably request in connection with the transactions contemplated hereby.
II. REPRESENTATIONS AND WARRANTIES OF MEDIFIRST
Medifirst represents and warrants to MLM and Rubin, as follows as of the date of this Agreement and as of the Closing:
2.01. Organization; Corporate Matters.
(a) Medifirst is a company duly organized, validly existing and in good standing under the laws of the State of Nevada. Medifirst has the corporate power and authority to carry on its business as presently conducted; and is licensed or qualified to do business in all jurisdictions in which the character of its properties or nature of its business requires it to be so licensed or qualified, other than such jurisdictions where the failure to be so qualified would not have a material adverse effect on its financial condition, results of operations or business.
(b) The copies of the corporate documents of Medifirst, which have been made available to MLM prior to the Closing, are complete and correct copies as amended and in effect on the date hereof.
2.02. Capitalization. The authorized capital stock of Medifirst consists of 200,000 ,000 shares of Common Stock, par value $0.0001 per share of which 17,881,750 are issued and outstanding and 1,000,000 shares of Preferred Stock, par value $0.0001 per share, none of which are issued and outstanding. All of the issued and outstanding shares of Medifirst common stock are duly authorized, validly issued, fully paid and nonassessable.
2.03. Authority. Medifirst has full power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Board of Directors of Medifirst, and no other corporate proceedings on the part Medifirst are necessary to authorize this Agreement and the transactions contemplated hereby in accordance with the terms hereof. This Agreement has been duly and validly executed and delivered by Medifirst and constitutes a valid and binding agreement.
2.04. Litigation. To the best knowledge of Medifirst, (a) Medifirst is subject to any judgment, order, decree or stipulation of any court or quasi-judicial or administrative agency of any jurisdiction, domestic or foreign, and (b) there is no litigation, proceeding or investigation pending or threatened against Medifirst or any of its subsidiaries affecting any of its respective properties or assets, or against any officer, director or shareholder of Medifirst, that might result, either in any case or in the aggregate, in any material adverse change in the business, operations, affairs or condition of Medifirst or its properties or assets, or that might call into question the validity of this Agreement, or any action taken or to be taken pursuant hereto.
III. REPRESENTATIONS AND WARRANTIES OF MLM AND RUBIN
MLM represents and warrants to Medifirst, as follows as of the date of this Agreement and as of the Closing:
3.01. Organization; Corporate Matters.
(a) MLM is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. MLM has the corporate power and authority to carry on its business as presently conducted; and is licensed or qualified to do business in all jurisdictions in which the character of its properties or nature of its business requires it to be so licensed or qualified, other than such jurisdictions where the failure to be so qualified would not have a material adverse effect on its financial condition, results of operations or business.
(b) The copies of the corporate documents of MLM, which have been made available to Medifirst prior to the Closing, are complete and correct copies as amended and in effect on the date hereof.
3.02. Capitalization. The authorized capital stock of MLM consists of 1,500 shares of Common Stock, par value $.01 per share of which 1,500 are issued and outstanding. All of the issued and outstanding shares of common stock are duly authorized, validly issued, fully paid and nonassessable.
3.03. Authority. MLM has full power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Board of Directors of MLM, and no other corporate proceedings on the part MLM are necessary to authorize this Agreement and the transactions contemplated hereby in accordance with the terms hereof. This Agreement has been duly and validly executed and delivered by MLM and constitutes a valid and binding agreement.
3.04 Title to Assets; Encumbrances. MLM owns good and marketable title to its assets, free and clear of any liens and encumbrances.
3.05 Intellectual Property Assets.
(a) The term “ Intellectual Property Assets” means all intellectual property owned or licenses by MLM in which MLM has a proprietary interest, including:
(i) MLM’s name, all assumed fictional names, business names, trade names, registered and unregistered trademarks, service marks and applications (“Marks”).
(ii) All patents, patent applications and inventions that may be patentable (“Patents”).
(iii) All know-how, trade secrets, confidential or proprietary information, software, technical information, data, process technology (“Trade Secrets”).
(b) The Intellectual Property Assets are all those necessary for the operation the business of MLM as it is currently conducted. MLM is the owner or licensee of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all liens and encumbrances.
3.06. Litigation. To the best knowledge of MLM, (a) MLM is subject to any judgment, order, decree or stipulation of any court or quasi-judicial or administrative agency of any jurisdiction, domestic or foreign, and (b) there is no litigation, proceeding or investigation pending or threatened against MLM or any of its subsidiaries affecting any of its respective properties or assets, or against any officer, director or shareholder of MLM, that might result, either in any case or in the aggregate, in any material adverse change in the business, operations, affairs or condition of MLM or its properties or assets, or that might call into question the validity of this Agreement, or any action taken or to be taken pursuant heret
3.07 Title to Rubin Shares. Rubin holds good and marketable title to the MLM Shares free and clear of all liens and encumbrances and such shares are fully paid and nonassessable.
3.08. Restricted Securities. Rubin acknowledges that the Medifirst Shares will not be registered pursuant to the Securities Act of 1933, as amended (“Securities Act”), or any applicable state securities laws, that the Company Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Medifisrt Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom. In this regard, Rubin is familiar with Rule 144 promulgated under the Securities Act, as currently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
3.09. Legend. Rubin acknowledges that the certificate(s) representing the MLM Shares shall each prominently set forth a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
IV. COVENANTS AND AGREEMENTS OF THE PARTIES EFFECTIVE PRIOR TO CLOSING
4.01. Conduct of Business. Subject to the provisions hereof, from the date hereof through the Closing, Medifirst and MLM, respectively, shall (a) conduct its business in the ordinary course and in such a manner so that the representations and warranties contained herein shall continue to be true and correct in all material respects as of the Closing as if made at and as of the Closing and (b) not enter into any material transactions or incur any material liability not required or specifically contemplated hereby, without first obtaining the written consent of the other
5.01. Conditions to Obligations of MLM and Rubin. The obligations of MLM and Rubin, respectively, under this Agreement shall be subject to each of the following conditions:
(a) Medifirst shall have delivered or caused to be delivered the Medifirst Shares listed in Sections 1.03(a).
(b) The representations and warranties of Medifirst contained herein shall be true in all material respects at the Closing with the same effect as though made at such time, except for those representations and warranties made as of a particular date which shall be true and correct as of such date. Medifirst shall have performed in all material respects all of their respective obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing.
(c) No injunction or restraining order shall be in effect, and no action or proceeding shall have been instituted and, at what would otherwise have been the Closing, remain pending before a court to restrain or prohibit the transactions contemplated by this Agreement.
(d) All statutory requirements for the valid consummation by Medifirst of the transactions contemplated by this Agreement shall have been fulfilled. All authorizations, consents and approvals of, filings with and notices to any governmental body, court, agency, official or authority and other persons required to be obtained in order to permit consummation by Medifirst of the transactions contemplated by this Agreement shall have been obtained.
(e) There shall not be or exist any change, effect, event, circumstance, occurrence or state of facts that has had, has or which reasonably could be expected to have a material adverse effect on Medifirst.
5.02. Conditions to Obligations of Medifirst. The obligations of Medifirst under this Agreement shall be subject to the following conditions:
(a) Rubin shall have delivered or caused to be delivered the MLM Shares listed in Section 1.03(b).
(b) The representations and warranties of MLM and Rubin contained herein shall be true in all material respects at the Closing with the same effect as though made at such time, except for those representations and warranties made as of a particular date which shall be true and correct as of such date. MLM and Rubin shall have performed in all material respects all of their respective obligations and complied in all material respects with all covenants and conditions required by this Agreement to be performed or complied with by them at or prior to the Closing.
(c) No injunction or restraining order shall be in effect, and no action or proceeding shall have been instituted and, at what would otherwise have been the Closing, remain pending before a court to restrain or prohibit the transactions contemplated by this Agreement.
(d) All statutory requirements for the valid consummation by MLM and Rubin of the transactions contemplated by this Agreement shall have been fulfilled. All authorizations, consents and approvals of, filings with and notices to any governmental body, court, agency, official or authority and other persons required to be obtained in order to permit consummation by MLM of the transactions contemplated by this Agreement shall have been obtained.
(e) There shall not be or exist any change, effect, event, circumstance, occurrence or state of facts that has had, has or which reasonably could be expected to have a material adverse effect on MLM.
6.01. Termination. This Agreement may be terminated at any time prior to the Closing Date as follows:
(a) by mutual consent of the parties hereto;
(b) by any party hereto if there has been a material breach of any representation, warranty, covenant or agreement on the part of the other set forth in this Agreement which breach has not been cured within five (5) business days following receipt by the breaching party of notice of such breach, or if any permanent injunction or other order of a court or other competent authority preventing the consummation of the Exchange shall have become final and non-appealable; or
(c) by any party hereto if the Exchange shall not have been consummated before June 27, 2014.
6.02. Effect of Termination. In the event of proper termination of this Agreementas provided in Section 6.01, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party hereto. In such event, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.
6.03. Survival of Representations, Warranties and Agreements. The representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the consummation of the transactions contemplated hereby and shall remain in full force and effect after the Closing Date.
7.01. Tax Treatment. The Exchange contemplated hereby is intended to qualify as a so-called “tax-free” reorganization and/or incorporation under the provisions of Section 368(a)(1)(B) and or Section 351 of the Code. The parties hereto acknowledge, however, that they each have been represented by their own tax advisors in connection with this transaction; that neither has made any representation or warranty to the other with respect to the treatment of such transaction or the effect thereof under applicable tax laws, regulations, or interpretations; and that no attorney’s opinion or private letter ruling has been obtained with respect to the treatment of such transactions or the effects thereof under the Code.
7.02 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or mailed by registered or certified mail (postage prepaid and return receipt requested),or by email or other means of electronic delivery to the party to whom the same is so delivered, sent or mailed at addresses set forth below:
If to Medifirst : Bruce Schoengood
45 E. Main Street
Freehold NJ, NJ 07728
Email: bruce@medifirsrsolutions.com
If to MLM or Rubin: Ronald Rubin, D.M.D.
Medical Lasers Manufacturer Inc.
801 Meadows Road.
Boca Raton Florida, FL 33486
Email: omsboca@gmail.com
7.03. Entire Agreement; Amendments. This Agreement and other documents and writings referred to herein or delivered pursuant hereto, which form a part hereof, contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties or their respective successors or assigns.
7.04. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
7.05. Governing Law; Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New Jersey without regard to its conflict of laws doctrines. Any and all actions brought under this Agreement shall be brought in the state and/or federal courts of the United States sitting in the State of New Jersey and each party hereby waives any right to object to the convenience of such venue.
7.06. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this Agreement to preserve each party's anticipated benefits under this Agreement.
7.07. Separate Counsel. Each party hereby expressly acknowledges that it has been advised to seek its own separate legal counsel for advice with respect to this Agreement, and that no counsel to any party hereto has acted or is acting as counsel to any other party hereto in connection with this Agreement.
7.08. Expenses. At or prior to the Closing, the parties hereto shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their respective counsel and financial advisers.
7.09. Publicity. Except as otherwise required by law or the rules of the SEC, so long as this Agreement is in effect, neither Medifirst nor MLM shall issue or cause the publication of any press release or other public announcement with respect to the transactions contemplated by this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto as the date first above written.
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MEDICAL LASERS MANUFACTURER INC.
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MEDIFIRST SOLUTIONS, INC.
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By:
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/s/ Ronald Rubin, D.M.D.
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By:
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/s/ Bruce Schoengood
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Name:
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Ronald Rubin, D.M.D.
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Name
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Bruce Schoengood
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Title:
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President
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Title:
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President
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RUBIN
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/s/ Ronald Rubin D.M.D.
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Ronald Rubin, D.M.D.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contact: |
Investor Relations |
| Phone: |
(732) 786-8044 |
| Email: |
info@medifirstsolutions.com |
| Website: |
www.medifirstsolutions.com |
MEDIFIRST SOLUTIONS, INC. TO ACQUIRE LASER
TECHNOLOGY COMPANY
CEO provides company update.
Freehold, NJ — June 24, 2014 — MEDIFIRST SOLUTIONS, INC. (OTCQB: MFST) would like to take this opportunity to update shareholders on exciting new company events and developments. Commented CEO Bruce J. Schoengood, "We have been looking for technology driven products that are proprietary and exclusive to add to our company line-up. With this acquisition, we continue to both complement our healthcare division and add technology that brings great value and tremendous growth potential to Medifirst."
Medifirst Solutions is pleased to announce that is has signed an agreement to acquire Medical Lasers Manufacturer Inc., based in Florida. The company has created a unique Laser Program designed for anti-aging applications that includes: The full makeover, non-surgical face lift, non-invasive restoration & re-surfacing of the skin's tissues and skin tightening. Additional treatments are for sun spots, wrinkles, acne, hyper-pigmentation, scars, skin detoxification, stretch marks and cellulite. The Laser Program, which includes treatment protocols and the laser units, have been tested and developed over the last year with very positive results.
The lasers are easy to use, light-weight, hand-held units that are specially designed so the patient has no down time and no extensive recovery period. For healthcare professionals, they are affordable, portable and versatile. The lasers can run for several hours on its battery or can be plugged in to a standard electrical outlet. The Laser Program consists of infrared and green laser devices. Stated Dr. Ron Rubin, Medical Director and President of Medical Lasers Manufacturer Inc., "In the past several weeks we have showcased two very successful open house events in our offices in Boca Raton and Aventura Florida. People simply love the fast and positive results and are signing up for treatment packages and we have received serious interest from healthcare distributors from other countries. I am very confident and excited that working with Medifirst Solutions will enhance and accelerate our domestic and global growth and development."
Medical Lasers Manufacturer Inc. is in the process of completing a form 510(k) to register the laser units with the FDA. The agreement is subject to all necessary approvals of the directors and shareholders of the Medifirst and Medical Lasers Manufacturer and to the satisfaction of all conditions to the respective obligations of the parties, prior to the anticipated closing date of June 27, 2014.
Medifirst Solutions recently announced it had completed a business development agreement with Native Holdings LLC which has a long time business relationship with the Seminole Tribe of Florida, owners of the Hard Rock Hotel & Casino. We are currently working on the details for three new products and related services for the Hard Rock Hotel and Casino and we plan to announce the details when the agreements are completed. Commented Schoengood, "The process does need several tiers of approval and is taking additional time to complete. We are very excited to be working with Native Holdings and hope to announce completed deals in the upcoming days and weeks."
We encourage shareholders to visit www.medifirstsolutions and sign on for our email news alerts. As of June 20, 2014 the MFST float (unrestricted shares) is 12,170,750.
About Medifirst Solutions, Inc.—
Medifirst Solutions, Inc. is a Nevada corporation that is headquartered in New Jersey. The company seeks innovative medical and healthcare products and technologies which are targeted to both medical and healthcare professionals as well as everyday consumers. Medifirst Solutions is developing and establishing both consumer and professional medical and cliental to be used as a pipeline that will allow for distribution of our new products and services. For more details visit www.medifirstsolutions.com for more information. Medifirst Solutions will continue to offer its services under its recently announced Legal Marijuana Division, Health and Wellness Division and Medi-First Light Therapy Systems. Until there is more clarity in state laws as well as federal laws Medifirst will not have any products or services that directly require growing, selling, using or even touching cannabis in any way shape or form. Visit www.medifirstusa.com and www.bocamedicalspa.com for more product information.
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Forward-Looking Statements: The statements in this press release that relate to the company's expectations with regard to the future impact on the company's results from new products in development are forward-looking statements, and may involve risks and uncertainties, some of which are beyond our control. Such risks and uncertainties are described in greater detail in our filings with the U.S. Securities and Exchange Commission. Since the information in this press release may contain statements that involve risk and uncertainties and are subject to change at any time, the company's actual results may differ materially from expected results. We make no commitment to disclose any subsequent revisions to forward-looking statements.