Current Report Filing (8-k)
October 30 2015 - 3:57PM
Edgar (US Regulatory)
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) October 27, 2015
MEDIFIRST SOLUTIONS,
INC.
(Exact name of registrant as specified in its charter)
Nevada |
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333-178825 |
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27-3888260 |
State or other jurisdiction
incorporation |
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Commission File Number |
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IRS
Employer
Identification No. |
4400 Route 9 South, Suite 1000, Freehold, |
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NJ 07728 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including
area code: (732)-786-8044
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2- |
Financial Information |
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-
Balance Sheet Arrangement of a Registrant |
Effective October 27, 2015, the
Company closed on a private funding transaction and issued its 5% Convertible Promissory Note (“Note”) in the
principal amount of $35,000.00 dated October 12 2015 to a private institutional investor. The maturity date of the Note is October
12, 2016 (“Maturity Date”), at which time the outstanding principal and interest balance is due and payable.
The Note provides, among other things, that the holder cannot exercise the right of conversion prior the expiration of six (6)
months from the date of the Note. The conversion price will be equal to 55% of the lowest trading price of the Company’s
common stock for the ten (10) trading days prior to the date of conversion. The Note further provides that any such conversion
is limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock
after the conversion. The proceeds of the Note will be used by the Company for general working capital purposes.
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 hereunto duly authorized.
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MEDIFIRST SOLUTIONS, INC. |
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Dated: October 28, 2015 |
By: |
/s/ Bruce
J. Schoengood |
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President and Chief Executive Officer |
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