Current Report Filing (8-k)
June 20 2017 - 4:01PM
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) June 20, 2017 (June 16, 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
Item
3.02
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Unregistered
Sales of Equity Securities.
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On
June 16, 2017, Medifirst Solutions, Inc. (the “Company”) issued 450,000 shares of the Company’s Series A Preferred
Stock (the “Series A Preferred”) to the Company’s Chief Executive Officer, Bruce Schoengood. The Series A Preferred
are not convertible into any series or class of stock of the Company. In addition, holders of the Preferred A Stock are not entitled
to receive dividends, nor do they have rights to distribution from the assets of the Company in the event of any liquidation,
dissolution, or winding up of the Company.
Each
record holder of Series A Preferred have the right to vote on any matter with holders of the Company’s common stock and
other securities entitled to vote, if any, voting together as one (1) class. Each record holder of Series A Preferred has that
number of votes equal to two thousand (2,000) votes per share of Series A Preferred held by such holder.
The
issuance of the Series A Preferred 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 the Series A Preferred does not purport to be complete and
is subject to, and qualified in its entirety by reference to Amended Certificate of Designation of Series A Preferred Stock which
is incorporated by reference to Exhibit 3.7 of the Company’s report on Form 10-K filed April 14, 2016.
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: June 20,
2017
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By:
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/s/
Bruce Schoengood
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President and CEO
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