MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST) Files An 8-K Entry into a Material Definitive Agreement
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) to a Securities Purchase Agreement (the Purchase Agreement) entered into with an accredited investor (the Investor). 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 Companys 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.
|99.1||Securities Purchase Agreement, dated April 26, 2019|
|99.2||8% Convertible Promissory Note due October 24, 2020|
Medifirst Solutions, Inc. Exhibit
EX-99.1 2 f8k042619ex99-1_medifirst.htm SECURITIES PURCHASE AGREEMENT,…
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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.