MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Defi nitive Agreement. |
| Item 2.03 | Creation of a Direct Financial Obligation. |
| Item 3.02 | Unregistered Sales of Equity Securities. |
On May 2, 2017, Medifirst Solutions, Inc. (the Company) conducted
the first closing under a Securities Purchase Agreement (the
Purchase Agreement) with an accredited investor (the Investor)
for the sale of convertible redeemable notes in aggregate
principal amount of $1,012,500. At the first closing, the Company
issued to the Investor (i) a convertible redeemable note in
principal amount of $131,250 (the Note); and (ii) a convertible
redeemable back end note in principal amount of $131,250 (the
B.E. Note and together with the Note, the Notes). Under the
Purchase Agreement, on June 2, 2017, July 10, 2017 and August 7,
2017, the Company and the Investor expect to conduct additional
closing for the sale and purchase of three additional notes
having the same terms as the Note in principal amounts equal to
$125,000 per closing and three additional notes having the same
terms as the B.E. Note in principal amounts equal to $125,000 per
closing.
In consideration for the issuance of the Note, on May 2, 2017,
the Company received net proceeds (after deducting the Investors
legal fees) in the amount of $125,000. In consideration for the
issuance of the B.E. Note, the Investor issued to the Company a
$131,250 fully-collateralized secured promissory note (the
Investor Note), to which the Investor agreed to pay the Company
$131,250 on or before January 1, 2018.
The Company intends to use the proceeds from the sale of the Note
for general corporate purposes, including marketing and sales and
the development of the Companys Time Machine Laser product line
by adding a laser that could allow the Company to target the
cosmetic industry and by applying for F.D.A 510(k) clearance to
market and sell that laser.
The Notes, which are due on May 1, 2018, bear interest at the
rate of 8% per annum. 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 58% of the lowest trading
price of Common Stock during the fourteen trading day period
prior to conversion.
The 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,
the Note and the B.E. Note does not purport to be complete and is
subject to, and qualified in its entirety by reference to the
Purchase Agreement, the Note, the B.E. Note, which are filed
herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, and are
incorporated herein by reference.
| Item 9.01 | Exhibits. |
| Exhibits | Description | |
| 99.1 | Securities Purchase Agreement, dated May 1, 2017 | |
| 99.2 | 8% Convertible Redeemable Note due May 1, 2018 | |
| 99.3 | 8% Convertible Redeemable Back End Note due May 1, 2018 |
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. MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST) Recent Trading Information
MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST) closed its last trading session up +0.00019 at 0.00409 with 8,954,196 shares trading hands.