UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2021

MEDIFIRST SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55465		27-3888260
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

4400 Route 9 South, Suite 1000, Freehold, NJ		07728
(State or other jurisdiction of incorporation)		(Zip Code)

Registrant’s telephone number, including area code: (732) 786-8044

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Chief Executive Officer and a Director

On June 22, 2021, Bruce Schoengood submitted his resignation from his positions as Chief Executive Officer and as a member of the Board of Directors (the “Board”) of Medifirst Solutions, Inc. (the “Company”), effective immediately (the “CEO Resignation”). Mr. Schoengood did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. A copy of Mr. Schoengood’s letter of resignation is attached hereto as Exhibits 17.1 to this Current Report on Form 8-K.

Appointment of Chief Executive Officer

On June 22,2021, in connection with the CEO Resignation, the Board appointed Mr. Thomas Griffin as Chief Executive Officer and the sole member of the Board, effective immediately (the “CEO Appointment”).

Mr. Griffin’s compensation will be determined at a later time.

There is no arrangement or understanding between Mr. Griffin and any other persons pursuant to which Mr. Griffin was selected as an officer and director. There are no family relationships between Mr. Griffin and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Griffin had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

The above description of the Letters of Resignation does not purport to be complete and is qualified in its entirety by the full text of such documents, filed herewith as Exhibits 17.1 and 17.2, respectively.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.		Description
17.1		Letter of Resignation from Bruce Schoengood

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MEDIFIRST SOLUTIONS, INC.

Date: June 22, 2021	/s/ Thomas Griffin
	Name: Thomas Griffin
	Title: Chief Executive Officer

Medifirst Solutions, Inc. 8-K