Item 3.02
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Unregistered Sales of Equity Securities.
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Issuance of Convertible Promissory
Note due February 21, 2021:
On August 23, 2019, Medifirst Solutions,
Inc. (the “Company”) received the purchase price of $45,000 (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 $45,000 (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 February
21, 2021, bears interest at the rate of 12% 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 58% of the lowest 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.
Issuance of Convertible Promissory Note
due February 28, 2021:
On August 29, 2019, the Company received
the purchase price of $38,000 (less a $3,000 expense reimbursement) pursuant to a Securities Purchase Agreement (the “$38,000
Note Purchase Agreement”) entered into with an accredited investor. Pursuant to the $38,000 Note Purchase Agreement the Company
sold and issued to the Investor a convertible promissory note in principal amount of $38,000 (the “$38,000 Note”).
The Company intends to use the proceeds received from the sale of the $38,000 Note for general corporate purposes.
The $38,000 Note, which is due and payable
on February 28, 2021, bears interest at the rate of 12% 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 $38,000 Note is convertible into shares
of Common Stock at a conversion price equal to 58% of the lowest 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 $38,000 Note Purchase Agreement and the $38,000 Note does not purport to be complete and is subject to, and qualified in
its entirety by reference to the $38,000 Note Purchase Agreement and the $38,000 Note, which are filed herewith as Exhibit 99.3
and Exhibit 99.4 and are incorporated herein by reference.