Securities Registration: Employee Benefit Plan (s-8)
December 08 2016 - 4:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Medifirst
Solutions, Inc.
(Exact
name of issuer as specified in its charter)
NEVADA
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23-3888260
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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4400
Route 9 South. Suite 1000
Freehold,
NJ 07728
(Address
of Principal Executive Offices and Zip Code)
MEDIFIRST
SOLUTIONS, INC. MFST
Equity Incentive
PLAN
(Full title
of the plan)
Bruce
Schoengood
4400
Route 9 South. Suite 1000
Freehold,
NJ 07728
(Name
and address of agent for service)
Copies
of all communications, including all communications
sent
to agent for service to:
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York, NY 10006
(212)
930-9700 (telephone)
(212)
930-9725 (fax)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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CALCULATION
OF REGISTRATION FEE
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PROPOSED
MAXIMUM
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PROPOSED
MAXIMUM
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TITLE OF
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AMOUNT TO
BE
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OFFERING
PRICE PER
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AGGREGATE
OFFERING
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AMOUNT OF
REGISTRATION
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SECURITIES TO BE REGISTERED
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REGISTERED
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SHARE(2)
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PRICE
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FEE
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Common Stock, $.0001 PAR VALUE(1)
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32,000,000
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$
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0.0034
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$
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108,800
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$
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12.61
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Total
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32,000,000
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$
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0.0034
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$
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108,800
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$
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12.61
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(1)
Represents the maximum aggregate number of shares presently issuable under the Medifirst Solutions, Inc. MFST Equity Incentive
Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also registered hereunder such
indeterminate number of additional shares as may be issued after the date hereof to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2)
Computed pursuant to Rule 457(c) and (h) on the basis of the average of the high and low prices of the Common Stock on December
7, 2016, as reported on the OTC Market.
PART
1
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1. PLAN INFORMATION.
Medifirst
Solutions, Inc. ("We", "us", "our company" or "Medifirst") will provide each participant
(the "Recipient") with documents that contain information related to our MFST Equity Incentive Plan and other information
including, but not limited to, the disclosure required by Item 1 of Form S-8, which information is not filed as a part of this
Registration Statement on Form S-8 (the "Registration Statement"). The foregoing information and the documents incorporated
by reference in response to Item 3 of Part II of this Registration Statement taken together constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given to each Recipient who receives
common shares covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities Act.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
We
will provide to each Recipient a written statement advising them of the availability of documents incorporated by reference in
Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) prospectus)
and of documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or
oral notice by contacting:
Bruce
Schoengood
Chief
Executive Officer
4400
Route 9 South. Suite 1000
Freehold,
NJ 07728
732-786-8044
INFORMATION
REQUIRED BY PART I TO BE CONTAINED IN SECTION 10(a) PROSPECTUS IS OMITTED FROM THE REGISTRATION STATEMENT IN ACCORDANCE WITH RULE
428 UNDER THE SECURITIES ACT OF 1933, AND NOTE TO PART I OF FORM S-8.
PART
II
INFORMATION
NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents:
The
following documents filed with the SEC are incorporated herein by reference:
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●
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Reference
is made to our annual report on Form 10-K for the year ended December 31, 2015, as filed
with the SEC on April 14, 2016;
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●
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Reference
is made to our quarterly report on Form 10-Q for the quarterly period ended March 31,
2016, as filed with the SEC on May 23, 2016;
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●
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Reference
is made to our quarterly report on Form 10-Q for the quarterly period ended June 30,
2016, as filed with the SEC on August 15, 2016;
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●
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Reference
is made to our quarterly report on Form 10-Q for the quarterly period ended September
30, 2016, as filed with the SEC on November 15, 2016; and
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●
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The
description of the Registrant’s Common Stock incorporated herein by reference from
the Company’s Registration Statement on Form S-1 (File No. 333-178825,
initially filed 12/09/2011) as amended, including any amendment or report filed for the
purpose of updating such description.
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ITEM
4. DESCRIPTION OF SECURITIES.
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No
expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion
upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering
of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the Registrant or any of its parents or subsidiaries.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our
bylaws provide that Medifirst may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action
by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the small business issuer
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities,
other than the payment by us of expenses incurred or paid by our directors, officers or controlling persons in the successful
defense of any action, suit or proceedings, is asserted by such director, officer, or controlling person in connection with any
securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent,
submit to court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed
in the Act and will be governed by the final adjudication of such issues.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED.
ITEM
8. EXHIBITS.
EXHIBIT
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NUMBER
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EXHIBIT
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4.8
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Medifirst
Solutions, Inc. MFST Equity Incentive Plan
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5.1
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Opinion
of Sichenzia Ross Ference Kesner LLP
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23.1
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Consent
of Sichenzia Ross Ference Kesner LLP (included in Exhibit 5.1)
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23.2
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Consent
of Fruci & Associates II, PLLC
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24.1
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Power
of Attorney (included on signature page)
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ITEM
9. UNDERTAKINGS.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED,
HOWEVER, Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the
information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
For purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Freehold, New Jersey, on December 8, 2016.
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Medifirst
Solutions, Inc.
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By:
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/s/
Bruce Schoengood
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Bruce
Schoengood
CHIEF
EXECUTIVE OFFICER
(PRINCIPAL
EXECUTIVE OFFICER)
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Date:
December 8, 2016
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/s/
Bruce Schoengood
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Bruce
Schoengood
PRINCIPAL
FINANCIAL OFFICER, DIRECTOR
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