|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
On May 2, 2017, Medifirst Solutions, Inc.
(the “Company”) conducted the first closing under 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 $1,012,500. At the first closing, the Company issued to the Investor (i) a convertible redeemable note in principal amount of
$131,250 (the “Note”); and (ii) a convertible redeemable back end note in principal amount of $131,250 (the “B.E.
Note” and together with the Note, the “Notes”). Under the Purchase Agreement, on June 2, 2017, July 10, 2017
and August 7, 2017, the Company and the Investor expect to conduct additional closing for the sale and purchase of three additional
notes having the same terms as the Note in principal amounts equal to $125,000 per closing and three additional notes having the
same terms as the B.E. Note in principal amounts equal to $125,000 per closing.
In consideration for the issuance of
the Note, on May 2, 2017, the Company received net proceeds (after deducting the Investor’s legal fees) in the amount of
$125,000. In consideration for the issuance of the B.E. Note, the Investor issued to the Company a $131,250 fully-collateralized
secured promissory note (the “Investor Note”), pursuant to which the Investor agreed to pay the Company $131,250 on
or before January 1, 2018.
The Company intends to use the proceeds
from the sale of the Note for general corporate purposes, including marketing and sales and the development of the Company’s
Time Machine Laser product line by adding a laser that could allow the Company to target the cosmetic industry and by applying
for F.D.A 510(k) clearance to market and sell that laser.
The Notes, which are due on May 1, 2018,
bear interest at the rate of 8% per annum. Subject to a beneficial ownership limitation equal to 4.99%, principal and interest
on the Notes is convertible into shares of the Company’s common stock (“Common Stock”) at a conversion price
equal to 58% of the lowest trading price of Common Stock during the fourteen trading day period prior to conversion.
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 Note and the B.E. Note does not purport to be complete and is subject to, and qualified in its entirety
by reference to the Purchase Agreement, the Note, the B.E. Note, which are filed herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit
99.3, and are incorporated herein by reference.