Current Report Filing (8-k)
November 28 2018 - 4:18PM
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) November 28, 2018 (November 21, 2018)
MEDIFIRST
SOLUTIONS, INC
(Exact
name of registrant as specified in its charter)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 2.03
Creation of a Direct Financial Obligation.
Item 3.02
Unregistered Sales of Equity Securities.
Issuance
of Series C Convertible Preferred Stock:
On
November 27, 2018, Medifirst Solutions, Inc. (the “Company”) issued 120 shares (the “Shares”) of the Company’s
Series C Convertible Preferred Stock (“Series C Preferred”) to Dr. Gupta Pharma LLC (“DGP”) in connection
with the Company’s newly formed venture, US Pharma, Inc. (“USP”), a 51%-majority-owned subsidiary of the Company.
Leveraging a suite of Cannabidiol (“CBD”) products and technologies held by DGP, the Company, through its USP subsidiary,
which is 49%-owned by DGP, expects to distribute existing medical CBD products of DGP, as well as medical and consumer CBD products
to be developed by DGP and/or by USP. In addition to the issuance of the Shares, and in consideration for the relationship established
between USP and DGP, so long as DGP remains an active participant of the USP venture, the Company agreed to issue additional shares
of Series C Preferred to DGP so that the aggregate number of Series C Preferred shares issued to DGP can be converted, without
taking into effect any ownership limitations, into no less than 30% of the issued and outstanding shares of the Company’s
common stock (“Common Stock”).
Issuance
of Convertible Promissory Note:
On
November 21 2018, the Company received gross proceeds of $65,000 in consideration for the issuance to an accredited investor of
a convertible promissory note in principal amount of $65,000 (the “Note”).
The
Note, which is due and payable on May 19, 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 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 to conversion.
The
issuance of the foregoing securities were made in reliance upon 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 does not purport to be complete and is subject to, and qualified in its entirety
by reference to the Note, which is filed herewith as Exhibit 99.1, and is incorporated herein by reference thereto.
Item
7.01 Regulation FD Disclosure
On
November 28, 2018, the Company issued a press release announcing the relationship between USP and DGP for the distribution and
development of CBD products.
A copy of the press release is attached herewith as Exhibit 99.2.
The
information in this Item 7.01 disclosure, including Exhibit 99.2, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.2, shall
not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Exhibits.
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:
November 28, 2018
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By:
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/s/
Bruce Schoengood
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President
and CEO
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