|
Item 3.02
|
Unregistered Sales of Equity Securities.
|
Issuance of $54,000 Convertible Promissory
Note:
On February 21, 2019, Medifirst Solutions,
Inc. (the “Company”) received the purchase price of $50,000 (after deducting for investor’s legal fees equal
to $3,500 and a $500 original issue discount) pursuant to a Securities Purchase Agreement (the “Purchase Agreement”)
entered into with an accredited investor. Pursuant to the Purchase Agreement the Company sold and issued a convertible promissory
note in principal amount of $54,000 (the “8% Note”). The Company intends to use the proceeds received from the sale
of the 8% Note for general corporate purposes.
The 8% Note, which is due and payable on
August 20, 2020, bears interest at the rate of 8% per annum and may be prepaid, subject the payment of a prepayment premium. Subject
to a beneficial ownership limitation equal to 4.99%, principal and interest on the 8% Notes is convertible into shares of the Company’s
common stock (“Common Stock”) at a conversion price equal to 55% of the lowest closing price during the fifteen day
prior to any requested conversion.
The issuance, 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 and the 8% Note does not purport to be complete and is subject to, and qualified in its entirety by reference
to the Purchase Agreement and the 8% Note, which are filed herewith as Exhibit 99.1 and Exhibit 99.2 and are incorporated herein
by reference.
Issuance of $65,000 Convertible Promissory
Note:
On February 26, 2019, the Company received
the purchase price of $60,000 (after deducting for certain investor’s expenses) pursuant to a Securities Purchase Agreement
(the “Note Purchase Agreement”) entered into with an accredited investor. Pursuant to the Note Purchase Agreement the
Company sold and issued a convertible promissory note in principal amount of $65,000 (the “12% Note”). The Company
intends to use the proceeds received from the sale of the 12% Note for general corporate purposes.
The 12% Note, which is due and payable
on February 25, 2020, bears interest at the rate of 12% per annum and provides for a minimum interest payable under the 12% Note
equal to at least twelve months of accrued interest. The 12% Note may be prepaid, subject the payment of a prepayment premium.
Subject to a beneficial ownership limitation equal to 4.99%, principal and interest on the 12% Note is convertible into shares
of the Company’s common stock (“Common Stock”) at a conversion price equal to 65% of the lowest closing bid price
during the twenty day prior to any requested conversion.
The issuance, 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 Purchase Agreement and the 12% Note does not purport to be complete and is subject to, and qualified in its entirety
by reference to the Note Purchase Agreement and the 12% Note, which are filed herewith as Exhibit 99.3 and Exhibit 99.4 and are
incorporated herein by reference.
Issuance of $51,500 Convertible Promissory
Note:
On February 27, 2019, the Company received
the purchase price of $46,500 (after deducting for certain investor’s expenses) pursuant to a Securities Purchase Agreement
(the “Tranche Note Purchase Agreement”) entered into with an accredited investor. Pursuant to the Tranche Note Purchase
Agreement the Company sold and issued a convertible promissory note in aggregate principal amount of $154,500 which is anticipated
to be funded in mutually agreed upon tranches and an initial tranche for the principal amount equal to $51,500 (the “Tranche
Note”). The Company intends to use the proceeds received from the sale of the Tranche Note for general corporate purposes.
The Tranche Note, which is due and payable
on August 25, 2020, bears interest at the rate of 8% per annum and may be prepaid, subject the payment of a prepayment premium.
Subject to a beneficial ownership limitation equal to 4.99%, principal and interest on the Tranche Note is convertible into shares
of the Company’s common stock (“Common Stock”) at a conversion price equal to 55% of the lowest closing bid price
during the twenty day prior to any requested conversion.
The issuance, 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 Tranche Note Purchase Agreement and the Tranche Note does not purport to be complete and is subject to, and qualified in
its entirety by reference to the Tranche Note Purchase Agreement and the Tranche Note, which are filed herewith as Exhibit 99.5
and Exhibit 99.6 and are incorporated herein by reference.