Current Report Filing (8-k)
October 17 2016 - 3:52PM
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 11, 2016
MEDIFIRST
SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55465
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27-3888260
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State or other jurisdiction
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Commission File Number
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IRS Employer
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incorporation
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Identification No.
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4400
Route 9 South, Suite 1000, Freehold, NJ
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07728
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(Address of principal
executive offices)
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(Zip Code)
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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))
Item
1.01 Entry into a Material Definitive Agreement.
On
October 11, 2016, Medifirst Solutions, Inc. (the “Company”) issued to an accredited investor (the “Investor”)
a 9% convertible promissory note in the principal amount of $157,895.00 (the “Note”), which Note included an original
issue discount of $7,895, resulting in proceeds of $150,000 to the Company. The Company intends to use the proceeds from the sale
of the Note towards (i) additional inventory; (ii) U.S. Food and Drug Administration compliance expenses; (iii) developing a sales
and marketing team; and (iv) general administrative expenses.
The
Note bears interest at the rate of 9% per annum and has a maturity date of March 27, 2016 (the “Maturity Date”). At
any time prior to the Maturity Date, the Company has the right to prepay the Note in an amount equal to 120% of the principal
amount due plus any accrued but unpaid interest. Beginning on the six month anniversary of the issuance of the Note and subject
to a beneficial ownership limitation equal to 4.99%, principal and interest on the Note is convertible into shares of the Company’s
common stock (“Common Stock”) at a conversion price equal to 57.5% of the lowest trading price of Common Stock during
the 20 trading day period prior to conversion. The Note sets forth various events that would trigger default and corresponding
remedies.
On
October 11, 2016, the Company issued to the Investor a convertible redeemable replacement note in principal amount of $50,000.00
(the “Replacement Note”). The issuance of the Replacement Note was made in connection with the Investor’s partial
purchase of $45,000.00 in principal and accrued interest thereon (valued at $5,000) of a $100,000.00 convertible promissory note
that was originally issued by the Company on June 12, 2015 (the “Original Note”). The $50,000.00 principal amount
of the Replacement Note reflected the principal and accrued interest under the Original Note. Subject to a beneficial ownership
limitation equal to 4.99%, principal and interest on the Replacement Note is convertible into shares of Common Stock at a conversion
price equal to 50% of the lowest trading price of Common Stock during the 20 trading day period prior to conversion, representing
the same conversion terms as those included in the Original Note. The Replacement Note otherwise contains substantially identical
provisions to that of the Note.
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 Note and the Replacement Note does not purport to be complete and is subject to, and
qualified in its entirety by reference to the Note and the Replacement Note, which are filed herewith as Exhibit 10.1 and Exhibit
10.2, and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation.
The
information contained in Item 1.01 with respect to the Note is hereby incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 with respect to the Note is hereby incorporated herein by reference.
Item
9.01 Exhibits.
Exhibits
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Description
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10.1
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Convertible Redeemable
Note due March 27, 2018
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10.2
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Convertible Redeemable
Replacement Note due March 27, 2018
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended 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 17, 2016
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By:
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/s/
Bruce Schoengood
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President and CEO
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