Current Report Filing (8-k)
August 07 2017 - 02:04PM
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) August 4, 2017
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
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(Commission File
Number)
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(IRS Employer
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jurisdiction 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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On
August 4, 2017, Medifirst Solutions, Inc. (the “Company”), through its wholly-owned subsidiary Medical Lasers Manufacturer,
Inc., entered into two Master Exclusive Distribution Agreement (the “Distribution Agreement”) with AOTEX (O.S.) S.A.L.
(“AOTEX”), an international distribution company based in the Middle East. Pursuant to the Distribution Agreement,
the Company granted AOTEX a three-years’ exclusive right to distribute the Company’s Infrared Time Machine Laser (collectively
with all accessories and carrying case sold therewith, the “Product”), in the following territories: Lebanon, Kuwait,
Saudi Arabia, United Arab of Emirates, Bahrain, Qatar, Oman, Jordan and Iraq (with an option to expand the territories to Egypt,
Cyprus and Turkey). The exclusivity of the distribution rights under the Distribution Agreement may be revoked and the Company
may terminate the Distribution Agreement, at the sole discretion of the Company, in the event that AOTEX fails to purchase an
aggregate of $500,000 in Product during the first year, an aggregate of $1,000,000 in Product during the second year, and $2,000,000
in Product during the third year.
After
early discussions between the Company and AOTEX, it is contemplated that AOTEX will partially distributed the Product through
established medical distribution companies, including Medica Group, Gulf Drug, and Arabian Ethicals.
The
foregoing description of the terms of the Distribution Agreement does not purport to be complete and is subject to, and qualified
in its entirety by reference to the form of the Distribution Agreement, which is filed herewith as Exhibit 99.1 and incorporated
herein by reference.
Item
7.01
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Regulation FD Disclosure
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On
August 4, 2017, the Company issued a press release announcing the Distribution Agreement.
A
copy of the press release is attached herewith as Exhibit 99.2.
The
information in this Item 7.01 disclosure, including Exhibit 99.2, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.2, shall
not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
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: August 7, 2017
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By:
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/s/
Bruce Schoengood
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President and CEO
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