MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST) Files An 8-K Unregistered Sales of Equity Securities

MEDIFIRST SOLUTIONS, INC (OTCMKTS:MFST) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02

Unregistered Sales of Equity Securities.
Item 5.02 Compensatory Arrangements of Certain Officers.
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On March 8, 2019, Medifirst Solutions, Inc. (the “Company”) issued sixty (60) shares (the “Shares”) of the Company’s Series C Convertible Preferred Stock (“Series C Preferred”)to the Company’s Chief Executive Officer, Bruce Schoengood. Each share of Series C Preferred has a $100.00 stated value per share (“Stated Value”). Subject to a beneficial ownership limitation equal to 4.99%, each share of Series C Preferred is convertible into 25,000 shares of the Company’s common stock (“Common Stock”). Holders of Series C Preferred are not entitled to receive dividends. In the event of any liquidation, dissolution or winding up of the Company, holders of Series C Preferred are entitled to distributions from the assets in an amount equal to, or if less, on a prorated basis, the Stated Value per share of Series C Preferred held by such holders. Holders of Series C Preferred are entitled to vote, on an as-converted basis, together with holders of Common Stock on all actions to be taken by the shareholders of the Company.

The issuance of the Shares was granted to Mr. Schoengood as a reward for Mr. Schoengood’s efforts and an incentive for Mr. Schoengood’s continued efforts in expanding the Company’s offerings and businesses in the medical pain management markets.

The issuance of the Shares was 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 rights, preferences and privileges of Series C Preferred does not purport to be complete and is subject to, and qualified in its entirety by reference to the Certificate of Designation for the Series C Preferred, which is filed as Exhibit 99.1 to the Company’s Form 8-K filed on October 5, 2018 and incorporated herein by reference.


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.

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