MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 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.
Medifirst Solutions, Inc. ExhibitEX-99.1 2 f8k112118ex99-1_medifirst.htm 8% CONVERTIBLE PROMISSORY NOTE DUE MAY 19,…To view the full exhibit click here
About MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST)
Medifirst Solutions, Inc. is a development-stage company. The Company is engaged in developing medical devices. The Company, under a manufacturing agreement, produces its hand-held mobile laser system known as The Time Machine Program. Through its subsidiary Medical Laser Manufacturer, Inc., the Company has entered into a Product and Know-How License Agreement (the License Agreement) with Laser Lab Corp to license the use of various properties in connection with seeking regulatory approval for and marketing, distributing and selling The Time Machine Series Lasers (TTM Series). In addition to the license granted to the Company, the License Agreement provides for an option to license other fields of use of the infrared laser in the TTM Series, as well as other wavelengths and colors, allowing the Company to develop a range of product offerings. The Time Machine Infrared Laser 810/830-nanometer (nm) operates in continuous wave mode set at a fixed frequency.
