On March 8, 2019, Medifirst Solutions, Inc. (the “Company”) issued sixty (60) shares (the “Shares”) of the Company’s Series C Convertible Preferred Stock (“Series C Preferred”) to the Company’s Chief Executive Officer, Bruce Schoengood. Each share of Series C Preferred has a $100.00 stated value per share (“Stated Value”). Subject to a beneficial ownership limitation equal to 4.99%, each share of Series C Preferred is convertible into 25,000 shares of the Company’s common stock (“Common Stock”). Holders of Series C Preferred are not entitled to receive dividends. In the event of any liquidation, dissolution or winding up of the Company, holders of Series C Preferred are entitled to distributions from the assets in an amount equal to, or if less, on a prorated basis, the Stated Value per share of Series C Preferred held by such holders. Holders of Series C Preferred are entitled to vote, on an as-converted basis, together with holders of Common Stock on all actions to be taken by the shareholders of the Company.

The issuance of the Shares was granted to Mr. Schoengood as a reward for Mr. Schoengood’s efforts and an incentive for Mr. Schoengood’s continued efforts in expanding the Company’s offerings and businesses in the medical pain management markets.

The issuance of the Shares was 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 rights, preferences and privileges of Series C Preferred does not purport to be complete and is subject to, and qualified in its entirety by reference to the Certificate of Designation for the Series C Preferred, which is filed as Exhibit 99.1 to the Company’s Form 8-K filed on October 5, 2018 and incorporated herein by reference.