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) May 2, 2019 (April 26, 2019)
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 jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None.
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Item
2.03
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Creation
of a Direct Financial Obligation.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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Issuance
of Convertible Promissory Note:
On April 26, 2019, Medifirst Solutions, Inc.
(the “Company”) received the purchase price of $58,000 (less a $3,000 expense reimbursement) pursuant to a Securities
Purchase Agreement (the “Purchase Agreement”) entered into with an accredited investor (the “Investor”).
Pursuant to the Purchase Agreement the Company sold and issued to the Investor a convertible promissory note in principal amount
of $58,000 (the “Note”). The Company intends to use the proceeds received from the sale of the Note for general corporate
purposes.
The
Note, which is due and payable on October 24, 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 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 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 Purchase Agreement and the Note does not purport to be complete and is subject to, and
qualified in its entirety by reference to the Purchase Agreement and the Note, which are filed herewith as Exhibit 99.1 and Exhibit
99.2 and are incorporated herein by reference.
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.
Dated:
May 2, 2019
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MEDIFIRST
SOLUTIONS, INC.
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By:
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/s/
Bruce Schoengood
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President
and CEO
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