to Articles of Incorporation.
and Issuance of Series C Preferred Stock:
October 12, 2018, Medifirst Solutions, Inc. (the “Company”) filed with the State of Nevada a certificate of designation
(the “Certificate of Designation”) pursuant to which the Company designated a new class of preferred stock as the
Company’s Series C Convertible Preferred Stock (“Series C Preferred”) having a $100.00 stated value per share
(“Stated Value”). The Company designated 5,000 shares of Series C Preferred. 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 shareholder
of the Company.
October 12, 2018, the Company satisfied various obligations owed to the Company’s medical director, Dr. Rubin, by issuing
fifteen shares of Series C Preferred to Dr. Rubin.
of Convertible Promissory Note:
October 5, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited
investor (the “Investor”) pursuant to which it sold and issued to the Investor a convertible promissory note in principal
amount of $58,000 (the “Note”). In consideration for the issuance of the Note, the Company received gross proceeds
in the amount of $58,000, which the Company intends to for general corporate purposes.
Note, which is due and payable on April 1, 2020, bears interest at the rate of 8% per annum and may be prepaid, subject the payment
of a prepayment premium, at any time the Note is outstanding. 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 65% of the average of the lowest two closing bid prices of Common Stock during the twenty trading day period prior
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.
foregoing description of the terms of the Certificate of Designation, the Purchase Agreement and the Note does not purport to
be complete and is subject to, and qualified in its entirety by reference to the Certificate of Designation, the Purchase Agreement
and the Note, which are filed herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, and are incorporated herein by reference.