Item
3.02 Unregistered Sales of Equity Securities.
On
May 2, 2016, Medifirst Solutions, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with an accredited investor (the “Investor”) for the sale of convertible redeemable notes in aggregate
principal amount of $115,500. Pursuant to the Purchase Agreement the Company issued to the Investor a convertible redeemable note
in principal amount of $57,750 which note included an original issue discount of $5,250 and a maturity date of May 2, 2017 (the
“1
st
Note”). Under the Purchase Agreement, on the date that is 45 days after the date of the Purchase Agreement,
or 60 days if certain conditions are not met, the Company and the Investor expect to conduct a second closing for the sale and
purchase of an additional note having the same terms as the 1
st
Notes, including an original issue discount of $5,250
(the “2
nd
Note” and together with the 1
st
Note, the “Notes”), which 2
nd
Note shall have a principal amount equal to $57,750 and shall mature 12 months after its issuance. In consideration for the issuance
of the 1
st
Note, on May 5, 2016, the Company received net proceeds (after deducting the original issue discount and
legal fees) in the amount of $47,500.
The
Notes bear interest at the rate of 8% per annum. Beginning on the six month anniversary of the issuance of the Notes and subject
to a beneficial ownership limitation equal to 9.9%, principal and interest on the Notes is convertible into shares of the Company’s
common stock (“Common Stock”) at a conversion price equal to 55% of the lowest trading price of Common Stock during
the 20 trading day period prior to conversion. During the first six months that the Notes are in effect, the Company has the right
to prepay the Notes in an amount equal to 135% of the principal amount due plus any accrued but unpaid interest. The Notes set
forth various events that would trigger default and corresponding remedies.
On
May 2, 2016, the Company issued to the Investor a convertible redeemable replacement note in principal amount of $60,000.00 (the
“Replacement Note”). The issuance of the Replacement Note was made in connection with the Investor’s partial
purchase of $55,000 in principal and accrued interest thereon (valued at $5,000) of a $100,000 convertible promissory note that
was originally issued by the Company on June 12, 2015 (the “Original Note”). The $60,000 principal amount of the Replacement
Note reflected the principal and accrued interest under the Original Note. The Replacement Note, which is due on May 2, 2017,
may not be prepaid but otherwise contains substantially identical provisions to that of the Notes.
The
offer and sale of the securities were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended.
The
foregoing description of the terms of the Purchase Agreement, the Notes and the Replacement Note does not purport to be complete
and is subject to, and qualified in its entirety by reference to the Purchase Agreement, the 1
st
Note and the Replacement
Note, which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, and are incorporated herein by reference.
Item
9.01 Exhibits.
Exhibits
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|
Description
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10.1
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Securities
Purchase Agreement, dated May 2, 2017
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10.2
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8%
Convertible Redeemable Note due May 2, 2017
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10.3
|
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8%
Convertible Redeemable Replacement Note due May 2, 2017
|