UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) March 14, 2016 (March 8, 2016)
MEDIFIRST
SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-55465
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27-3888260
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State
or other jurisdiction
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Commission
File Number
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IRS
Employer
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incorporation
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Identification
No.
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4400
Route 9 South, Suite 1000, Freehold, NJ
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07728
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(Address
of principal executive offices)
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(Zip
Code)
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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)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation.
Item
3.02 Unregistered Sales of Equity Securities.
Item
3.03 Material Modification to Rights of Security Holders.
Item
5.03 Amendments to Articles of Incorporation.
On
March 8, 2016, Medifirst Solutions, Inc. (the “Company”) through its wholly-owned subsidiary, Medical Laser Manufacturer,
Inc., memorialized in a Product and Know-How License Agreement (the “License Agreement”) with Medical Lasers Manufacturer,
Inc., a Florida corporation doing business as Laser Lab Corp. (“Laser Lab”), an agreement to license the use of various
intellectual property in connection with seeking regulatory approval for and marketing, distributing and selling The Time Machine
Series Lasers (the “TTM Series”). The License Agreement grants a license (the “License”) to the Company
to use various technology, trade secrets, invention records, research records, reports and data, test results, clinical studies,
engineering and technical data, designs, production specifications, processes, methods, procedures, facilities and know-how (“Know-how”)
related to the inventions (“Inventions”) identified in the License Agreement, which Inventions include the infrared
laser in the TTM Series for which the Company previously filed a Premarket Notification 510(k) submission with the U.S. Food and
Drug Administration. Although the License is not exclusive, Laser Lab may not license the Know-how or Inventions to a third party
and may only directly, or through Laser Lab’s wholly-owned subsidiary, use the Know-how and Inventions.
In
addition to the License, Laser Lab granted to the Company options to license other fields of use of the infrared laser in the
TTM Series, as well as other wavelengths and colors (“Other Technologies”). Furthermore, Laser Lab granted the Company
a right of first refusal allowing the Company to review and to consider matching, within ten days of receiving notice of, any
proposal to license Other Technologies submitted to Laser Lab by a third party.
In
connection with the Company’s agreement with Laser Lab, which agreement was memorialized in the License Agreement, on September
24, 2015, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Rights, Preferences
and Privileges (the “Certificate of Designation”), filed herewith as Exhibit 3.1, of the Company’s Series B
Convertible Preferred Stock (“Series B Preferred”). Pursuant to the Certificate of Designation, the Company designated
50,000 shares of Series B Preferred. The Series B Preferred do not hold any rights to receive dividends or any rights to vote.
The Company, at its sole discretion, may redeem at any time, in whole or in part, outstanding shares of Series B Preferred for
a price per share equal to the consideration paid or deemed to have been paid for such shares. The Series B Preferred may be converted,
sixty days after their respective issuance, each share into the Company’s common stock (“Common Stock”) at a
conversion ratio equal to one (1) share of Series B Preferred for five hundred (500) shares of Common Stock.
Pursuant
to the License Agreement, the Company agreed to issue to Laser Lab 25,000 shares of Series B Preferred and a promissory note (the
“Promissory Note”) in principal amount of $150,000 and bearing interest at 10% per annum. The principal and interest
due under the Promissory Note is payable 18-months from the date of issuance. In the event, the Company does not receive, by December
31, 2016, a decision letter from the Food and Drug Administration informing the Company of the “cleared” 510(k), then
the amount of 10,000 shares of Series B Preferred will be clawed back and forfeited by Laser Lab and the principal amount of the
Promissory Note will automatically reduce to $75,000, as if originally issued in such denomination.
The
issuances of the Series B Preferred and the Promissory Note 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 License Agreement, the Certificate of Designation and the Promissory Note does not purport
to be complete and is subject to, and qualified in its entirety by reference to the License Agreement, the Certificate of Designation
and the Promissory Note which are filed herewith as Exhibit 10.1, Exhibit 3.1 and Exhibit 4.1, and are incorporated herein by
reference.
Item
9.01 Exhibits.
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Exhibits
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Description
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3.1
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Certificate
of Designation for Series B Preferred Stock
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4.1
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Promissory
Note
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10.1
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Product
and Know-How License Agreement
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on
its behalf by the undersigned hereunto duly authorized.
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MEDIFIRST
SOLUTIONS, INC.
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Dated:
March 14, 2016
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By:
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/s/
Bruce Schoengood
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President
and CEO
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Exhibits
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Description
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3.1
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Certificate
of Designation for Series B Preferred Stock
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4.1
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Promissory
Note
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10.1
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Product
and Know-How License Agreement
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4
Exhibit 3.1
exhibit
a
CERTIFICATE
OF DESIGNATION
OF
RIGHTS,
PREFERENCES AND PRIVILEGES OF
SERIES
B CONVERTIBLE PREFERRED STOCK
MEDIFIRST
SOLUTIONS, INC.
WHEREAS, the Articles
of Incorporation of the Corporation provide for a class of shares known as Preferred Stock, issuable from time to time;
WHEREAS, the Board
of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such Series and
to determine the designation thereof, or any of them;
WHEREAS, the Board
of Directors of the Corporation desires, pursuant to its authority, to determine and fix the rights, preferences, privileges and
restrictions relating to the Series B Convertible Preferred Stock and the number of shares constituting and the designation of
the series;
NOW, THEREFORE,
BE IT RESOLVED, the Board of Directors hereby fixes and determines the designation of, the number of shares constituting, and the
rights, preferences, privileges, and restrictions of the Preferred Stock as follows:
1.
Designation
of Series.
The initial series of Preferred Stock will be designated "Series B Convertible Preferred Stock."
2.
Number
of Shares
.
The number of shares constituting the Series B Convertible Preferred Stock is 50,000 shares.
3.
Dividend
Preference
.
The holders of shares of Series B Convertible Preferred Stock will not be entitled to receive dividends.
4.
Liquidation
Preference
. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary,
subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series B Convertible
Preferred Stock will be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to
the holders of Common Stock by reason of their ownership thereof, an amount equal to the consideration paid or deemed to have
been paid for such share. If upon the occurrence of such event, the assets and funds so distributed among the holders of the Series
B Convertible Preferred Stock is insufficient to permit the payment to such holders of the full above-described preferential amounts,
then, subject to the rights of series of Preferred Stock that may from time to time come into existence, the entire assets and
funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B Convertible
Preferred Stock in proportion to the amount of such stock owned by each such holder.
5.
Voting
Rights
.
Except as otherwise required by law, the holders of the Series B Convertible Preferred Stock will have no voting
rights.
6.
Conversion
Rights.
The holders of the Series B Convertible Preferred Stock have the right to convert
(“Conversion Rights”)
the same into Common Stock of the Corporation at the ratio of one (1) share of Series B Convertible Preferred for five hundred
(500) shares of Common Stock.
Each holder of Series B Convertible Preferred Stock who desires to convert the same into shares
of Common Stock pursuant to this Section 6 shall surrender the certificate or certificates therefor, duly endorsed, at the office
of the Company or its transfer agent,, and shall give written notice to the Company at such office that such holder elects to convert
the same. Such notice shall state the number of shares of Series B Convertible Preferred Stock being converted. Thereupon, the
Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of
Common Stock to which such holder is entitled. Such conversion shall be deemed to have been made at the close of business on the
date of such surrender of the certificates representing the shares of Series B Convertible Preferred Stock to be converted, and
the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the
record holder of such shares of Common Stock on such date. Notwithstanding anything to the contrary in the foregoing, a holder
of shares of the Series B Convertible Preferred Stock may not exercise the Conversion Rights until the expiration of sixty (60)
days from the date such shares have been issued to such holder.
7.
Redemption.
The
Corporation may, at its option, redeem at any time, the shares of Series B Convertible Preferred Stock, in whole or from time
to time in part, upon 30 days’ written notice for a price equal to the consideration paid or deemed to have been paid for
such shares by the holder. Not less than 30 days prior to the redemption date
(“Redemption Date”)
, notice shall
be given to the holders of record. Each such notice of redemption shall specify the date fixed for redemption and the redemption
price. On or after the Redemption Date, the Corporation will pay to each holder of the shares called for redemption the Redemption
Price by check or electronic transfer. If on the Redemption Date funds necessary for the redemption are available or deposited
or set aside, then such shares will no longer be deemed outstanding, the holders thereof will cease to be shareholders and all
rights with respect to such shares will terminate.
2
Exhibit 4.1
PROMISSORY NOTE
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$150,000.00
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March 8, 2016
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The undersigned, Medifirst Solutions,
Inc., a Nevada corporation, ("Maker") promises to pay to the order of Medical Lasers Manufacturer, Inc., a Florida
corporation doing business as Laser Lab Corp., with offices located at 101 Spanish River Road, 305, Boca Raton, Florida 33432
("Holder") the principal sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00), with interest thereon at the rate
of six percent (10%) per annum, until paid. The entire principal balance of this Note and accrued interest shall be due and
payable in full on September 8, 2017 ("Maturity Date"). This Promissory Note is being issued by the Maker in
connection with that certain Product and Know-How License Agreement (the “License Agreement”) dated as of March
8, 2016 between the Maker’s wholly-owned subsidiary, Medical Laser Manufacturer, Inc., a Nevada corporation, and the
Holder. The rights and obligations herein are subject to the License Agreement, including the provision for automatic
reduction of principal owed hereunder.
1. Payment; Maturity;
Default Interest.
(a) All
principal and interest due under this Note shall be due and payable on September 8, 2017 (the
“Maturity Date”
)
unless paid or converted earlier in accordance with the terms of this Note. Except as specified herein, all payments of principal
shall be in lawful money of the United States of America. All payments shall be applied first to any then-outstanding interest
and second to any then-outstanding principal. If any payments on this Note become due on a Saturday, Sunday, or a public holiday
under the laws of the State of New Jersey, such payment shall be made on the next succeeding business day and such extension of
time shall be included in computing interest in connection with such payment. The Company may prepay this Note at any time without
the consent of Holder and with no pre-payment penalty.
2. Representations
and Warranties.
The Company hereby represents and warrants to Holder as follows:
(a) This
Note has been duly authorized, executed and delivered and is a valid and binding agreement of the Company;
(b) The
Company (i) is a corporation duly created and existing in good standing under the laws of the State of Nevada; (ii) has the power
and authority to own the properties and assets which it purports to own and to carry on its business as now conducted; (iii) has
the power and authority to execute and deliver all documents required hereunder; and (iv) to the best of its knowledge has complied
with all filing and other requirements of federal, state and local laws, insofar as such laws relate to its doing business;
3. Default;
Remedies.
Each of the following shall be an “
Event
of Default
” hereunder:
(a) Failure
to pay any amounts when due under this Note.
(b) A
breach by the Company of any representation, warranty, covenant or agreement made by the Company in this Note.
(c) The
Company engages in any liquidation of the Company or files any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes
any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing.
(d) An
involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control
of any property of the Company.
(e) Company
shall have a 7-day cure period (the “
Cure Period
”) for any Event of Default. Following the expiration
of the Cure Period, Holder shall be immediately be entitled to exercise all remedies available under this Note or otherwise.
4. Miscellaneous
.
(a) Governing
Law
. The terms of this Note shall be construed in accordance with the laws of the State of New Jersey, as applied to
contracts entered into by New Jersey residents within the State of New Jersey and to be performed entirely within the State of
New Jersey.
(b) Successors
and Assigns; Assignment
. This Note is non-negotiable and non-assignable by Holder.
(c) Notices
.
All notices required or permitted hereunder shall be in writing and shall be given to the addresses set forth on the signature
pages hereto.
(d) Modification;
Amendment; Waiver
. No modification, amendment or waiver of any provision of this Note or consent to the departure therefrom
shall be effective without the written consent of the Company and the Holder, and with respect to any waiver, it shall be effective
only in the specific instance and for the specific purpose for which it was given.
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Company:
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Accepted and agreed to by:
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Medifirst Solutions, Inc
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Medical Lasers Manufacturer, Inc.,
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a Florida corporation
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By:
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/s/ Bruce Schoengood
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By:
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/s/
Bradley Schoengood
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Bruce Schoengood
Chief Executive Officer
Address:
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Bradley Schoengood
President
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2
Exhibit 10.1
Product and Know-How License
Agreement
This Product and Know-How License Agreement
("
Agreement
"), entered into as of this 8
th
day of March, 2016 and made effective as of October 1, 2015
(the "
Effective Date
"), is by and between Medical Lasers Manufacturer, Inc., a Florida corporation doing business
as Laser Lab Corp., with offices located at 101 Spanish River Road, 305, Boca Raton, Florida 33432 ("
Licensor
")
and Medical Lasers Manufacturer, Inc., a Nevada corporation, with offices located at 4400 Route 9 South, Suite 1000, Freehold,
New Jersey 07728 ("
Licensee
").
WHEREAS,
Licensee is a wholly-owned
subsidiary of Medifirst Solutions, Inc., a Nevada corporation (“
Parent
”), and Parent, in consideration for the
rights granted under this Agreement, wishes to issue its securities to the Licensor; and
WHEREAS,
Licensor owns and wants
to provide for the regulatory approval and commercialization of certain inventions, test results, certifications and manufacturer
claim markings set forth on
Schedule I
hereto (the "Inventions"); and
WHEREAS,
Licensor, at the time
of this Agreement, has available to it certain technology, trade secrets, invention records, research records, reports and data,
test results, clinical studies, engineering and technical data, designs, production specifications, processes, methods, procedures,
facilities and know-how (hereinafter "Know-how") which relate to the Inventions; and
WHEREAS,
Licensee wishes to utilize
the Inventions and Know-how related to the Invention (hereinafter "Technology") to achieve the regulatory approval, manufacture,
and sale of Products containing the Technology.
NOW, THEREFORE,
Licensor and Licensee in consideration
of the foregoing and the mutual promises contained herein and intending to be legally bound hereby agree as follows:
As used herein:
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1.1
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"Field of Use" shall mean all fields of use identified on
Schedule I
hereto.
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1.2
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"Licensed Patent" shall mean any issued patent or patent issued hereafter disclosing and claiming the Inventions,
including a reissued patent, a patent issuing from a continuation application, divisional application or continuation-in-part application,
and any corresponding foreign patent application relating thereto.
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1.3
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"Net Selling Price" shall mean the gross sales by Licensee or any approved sublicensee of the Products for which
payments by the purchaser in available funds are received by the Licensee or any approved sublicensee, less usual trade discounts,
sales tax which the seller has to pay or absorb, customs duties and transportation and insurance charges, if not included in the
gross price, and any and all Federal, foreign, State or local taxes (except income tax) incurred by the seller on such sales.
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1.4
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"Products" shall mean any method through which the Technology is commercialized and utilized by Licensee.
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1.5
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"Proprietary Information" shall mean information and trade secrets owned or controlled by Licensor at any time during
the term of this Agreement, which relates to the Inventions, including but not limited to, invention records, research records
and reports, engineering and technical data, designs, production specifications, processes, methods, procedures, facilities and
know-how.
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1.6
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"Sales", "Sell", or "Sold" shall mean any sale, transfer, lease, license, permission to use or
other transfer of the right of possession or other conveyance by Licensee or any approved sublicensee.
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1.7
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"Territory" shall mean the world.
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2.1
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With respect to the Technology, Licensor hereby grants to Licensee an irrevocable, nontransferable, royalty-bearing license,
with a right of sublicense (the “License”), throughout the Territory in the Field of Use, whether or not under the
Licensed Patent, to:
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2.1.1
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use or submit or deliver the Technology and/or any Product to any regulatory body throughout the Territory for purposes of
obtaining approval to make, Sell, offer for Sale, import, export and distribute the Technology or Products; and
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2.1.2
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use or copy the Technology and/or any Product; and
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2.1.3
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market, make, have made, Sell, offer for Sale, import and distribute Products; and
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2.1.4
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sublicense the Technology as set forth in Article 4 below; and
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2.1.5
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prepare, or have prepared on its behalf, modifications, enhancements and/or derivative works of the Technology.
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2.2
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In connection with the license granted under Section 2.1 above, Licensor hereby grants to Licensee a license to the Licensed
Patents, whether now existing or hereafter acquired.
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2.3
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Any provision of this Agreement to the contrary notwithstanding, Licensor or any wholly-owned subsidiary of the Licensor reserves
an irrevocable, nonexclusive, royalty-free, nontransferable license to make and use the Technology and/or to make, use or Sell
any Products, even if such use shall compete with the Licensee’s Field of Use in the Territory.
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3.1
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In consideration of the granting herein of the License as described in Article 2 and to reimburse the Licensor for cost associated
with the rights licensed hereunder, Licensee shall pay Licensor:
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3.1.1
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Twenty-Five-Thousand (25,000) shares of Parent’s Series B Preferred Stock (“
Series B Preferred Stock
”)
upon the execution of this Agreement, except that in the event that Licensee does not receive, by December 31, 2016, a decision
letter from the Food and Drug Administration informing the Licensee of the “cleared” 510(k), then the amount of Ten-Thousand
(10,000) shares of Series B Preferred Stock shall be subject to claw-back by the Licensee and forfeiture by the Licensor; and
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3.1.2
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A
Promissory Note issued by the Parent (the “Note”) bearing Ten-Percent
(10%) interest per annum and having a principal amount equal to One-Hundred-Fifty-Thousand Dollars ($150,000), which interest and
principal shall be due eighteen (18) months from the date of issuance, except that in the event that Licensee does not receive,
by December 31, 2016, a decision letter from the Food and Drug Administration informing the Licensee of the “cleared”
510(k), then the principal amount of the Note shall automatically reduce to $75,000 and any interest accrued to the Note shall
be calculated on the reduced principal amount as if originally issued in such denomination.
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3.1.3
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the Royalties as set forth below in Article 5.
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4.1
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Subject to this Paragraph, Licensee may grant sublicenses to persons or entities specifically approved in writing by Licensor,
which approval shall not be unreasonably withheld, provided that each sublicense contains a provision that such sublicense and
the rights thereby granted are personal to the sublicensee thereunder and such sublicense cannot be further assigned or sublicensed.
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4.2
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Any sublicense granted pursuant to this Article shall be in accordance with the terms and conditions of this Agreement, including
but not limited to the same protection for Licensor's Proprietary Information as is set forth herein.
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5.1
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Licensee shall pay Licensor royalties at the rate of five percent (5%) of any Net Selling Price of Products sold by Licensee
or any sublicensee under this Agreement that exceeds in aggregate $50,000 in Net Selling Price of Products per year beginning on
the first date the Licensee collects gross sales from the sale of Products.
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5.2
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All payments to Licensor under this Agreement shall be made in U.S. dollars at Licensor's address for notice, except that in
the event the Licensee elects to make such payments in the form of equity securities of the Parent, such payments may be made on
behalf of the Licensee in the form of Series B Preferred Stock. Payments pursuant to Section 5.1 for sales made during each quarter
of each calendar year shall be paid to Licensor within thirty (30) days after the last day of each quarter.
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5.3
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Licensee shall pay all royalties due hereunder to Licensor and Licensor shall not be required to look to any other entity for
payment.
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6.1
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Should Licensee or any consultant or employee of Licensee during the term of this Agreement make or discover any improvement
in connection with the Technology, whether patentable or not, which if practiced would constitute an infringement of any patent
of the Technology, Licensee shall forthwith disclose or cause the same to be disclosed to Licensor, and such improvement shall
be deemed to be a part of the "Technology" and shall be subject to the terms hereof for the purpose of calculating royalties
hereunder. The foregoing notwithstanding, Licensee shall own all right, title and interest in any such discovery or improvement.
However, Licensee shall make available to Licensor any improvements it makes to the Technology and grants to Licensor an irrevocable,
nonexclusive, royalty-free, nontransferable license to use the improvements throughout the world for its permitted uses under Section
2.3 hereof. If so requested by Licensor, Licensee shall make available or supply to Licensor such information or data as is necessary
or convenient for the proper understanding or use of such improvement.
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7.1
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Licensee shall not disclose any Proprietary Information pertaining to the Invention other than to Licensee employees who must
have access to such Information in order to carry out Licensee's obligations under this Agreement and to potential sublicensees
of the Technology, provided such disclosure is in accordance with Section 7.3 hereof. Prior to disclosure of Proprietary Information
to Licensee employees, such employees shall be under a written obligation of confidentiality to Licensee at least as restrictive
as the provisions contained herein. Proprietary Information shall be maintained in confidence by Licensee for so long as such information
is maintained in confidence by Licensor.
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7.2
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To protect Licensor's Proprietary Information, Licensee shall adopt security measures commonly observed in industries that
rely on proprietary information. These measures shall include, but not be limited to, restricted access to such information, marking
such information, and the selective destruction of sensitive materials. Upon termination of this Agreement, Licensee shall return
or destroy all documents or materials embodying Licensor’s Proprietary Information.
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7.3
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Any disclosure of Proprietary Information by Licensee to potential sublicensees of the Technology shall be prohibited, unless
such potential sublicensee has signed an agreement which imposes obligations of confidentiality and nonuse at least as restrictive
as those imposed on Licensee hereunder.
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7.4
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Proprietary Information does not include information which:
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a.
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is published or is otherwise in the public domain through no fault of the receiving party; or
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b.
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prior to disclosure hereunder, can be demonstrated by the receiving party to have been in its possession prior to receipt under
this Agreement; or
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c.
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is properly obtained by the receiving party without restriction from a third party; or
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d.
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is independently developed by or for the receiving party without reliance, direct or indirect, on such information; or
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e.
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is disclosed by the receiving party to a third party with the written approval of the disclosing party; or
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f.
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is obligated to be produced by order of a court of competent jurisdiction.
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8.
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OPTION TO LICENSE AND RIGHT OF FIRST REFUSAL AND PAYMENTS OF RESEARCH
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8.1
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Licensor hereby grants to Licensee the option to license the Technology for fields of use not covered by the Field of Use (“Other
Technologies”). In the event the Licensee exercises the option granted in this Section 8.1, Licensor shall grant such license
to the Licensee for consideration no greater than the consideration set forth in Article 3 and Article 5 hereof (so long as such
license is similar in scope to the Technology and Field of Use).
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8.2
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In the event the Licensor is solicited to grant a third party a license to Other Technologies, Licensor shall submit to Licensee
a written offer (the “Offer”) to license such Other Technologies to the Licensee on terms no less favorable than terms
proposed by such third party and Licensee shall accept the Offer within ten (10) calendar days after having received the Offer
or if the Licensee declines or fails to accept the Offer within ten (10) calendar days, the Licensor shall not be precluded, by
the obligations hereunder, from licensing Other Technologies.
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8.3
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The foregoing notwithstanding, Licensor hereby grants to Licensee the exclusive option to add to the License granted by this
Agreement the field-of-use-add-on set forth on
Schedule I
(the “FOU Add-On”). In the event the Licensee exercises
the option granted in this Section 8.3, upon Licensee’s payment of One-Hundred-Fifty-Thousand Dollars ($150,000) in cash
and/or Series B Preferred Stock, the FOU Add-On shall be added to the License, as if the FOU Add-On was originally included in
the Field of Use applicable to the License granted by this Agreement and the term of this Agreement pursuant to Section 14 hereof
shall be deemed to begin on the Effective Date of this Agreement and to continue for Ten (10) years after payment made by the Licensee
under this Section 8.3.
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9.
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PROTECTION OF INTELLECTUAL PROPERTY
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9.1
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Licensor shall file any and all patent applications, trademark registrations or copyright registrations (hereinafter "Intellectual
Property Protection"), domestic and/or foreign, in Licensor’s name to protect the Technology and/or improvements to
the Technology licensed hereunder. Licensee shall reimburse Licensor for all out-of-pocket fees, costs and expenses paid or incurred
by Licensor in filing Intellectual Property Protection herein. Licensee shall be permitted to select, if it so wishes, the patent
attorney for Intellectual Property Protection when the costs are born by Licensee.
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9.2
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If, at any time during the term of this Agreement, Licensee elects to abandon its right in any pending Intellectual Property
Protection or any patent, trademark or copyright issued thereon, either domestic or foreign, it shall notify Licensor of that decision
at least two (2) months prior to any deadline for filing any response or taking any other action necessary to maintain any such
Intellectual Property Protection. Thereafter, Licensor shall have the right and option to take over the sole and exclusive responsibility
for the prosecution of any such Intellectual Property Protection and/or the maintenance of any such patent, trademark or copyright
solely at Licensor’s expense and in such an event the rights granted under this Agreement shall become licensable by the
Licensor to any third party without following the procedures required by Section 8.2 hereof.
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9.3
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If patent, trademark or copyright protection is obtained for the Technology and/or improvements to the Technology, Licensee
shall cooperate with Licensor in enforcing or policing such protection as provided in Article 10 hereof and by taking all reasonably
appropriate measures including marking trade secrets and other Proprietary Information as required and taking other reasonable
measures as mutually agreed to by Licensor and Licensee.
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10.
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NOTICE OF INFRINGEMENT AND ENFORCEMENT OF RIGHTS
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10.1
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Immediately upon Licensee's learning of any infringement, misappropriation or other unauthorized use of Licensor’s Proprietary
Information, and/or Licensed Patents, copyrights or trademarks pertaining to Licensor’s Invention licensed hereunder (hereinafter
"Intellectual Property Rights"), Licensee shall promptly inform Licensor.
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10.2
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If Licensee and Licensor agree to jointly pursue enforcement of Licensor's Intellectual Property Rights, then the parties hereto
shall share equally all costs, fees and/or expenses incurred in connection with enforcement of Licensor's Intellectual Property
Rights provided only that Licensor's maximum exposure for such costs, fees and expenses shall be the amount of royalties paid and/or
payable to Licensor by Licensee hereunder. Any payments accruing from such action to enforce Licensor's Intellectual Property Rights
shall be paid to Licensee and Licensor in proportion to the parties' respective contributions to all costs, fees and/or expenses
incurred in such action.
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10.3
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In the event that either party shall determine, for any reason, that it does not choose to enforce Licensor's Intellectual
Property Rights, then that party shall promptly notify the other party of such decision. The party choosing to enforce Licensor's
Intellectual Property Rights may then proceed with such enforcement action solely at its own expense and any and all recoveries
shall be awarded solely and exclusively to that party.
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11.1
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Licensee hereby indemnifies and holds harmless Licensor, and its employees, officers, board members and agents (hereinafter
"Indemnitees") from and against all claims, suits, liabilities, damages, costs, fees, expenses or losses arising out
of or resulting from Licensee's performance of this Agreement, including but not limited to any third party claims against Indemnitees
for patent, copyright, and/or trademark infringement and/or patent interference, and any damages, losses or liabilities whatsoever
with respect to death or injury to any person and damage to any property arising from the possession, use or operation of Products
produced or sold by Licensee or its sublicensees or their customers in any manner whatsoever.
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12.1
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Licensor represents that it has full right, power and authority to enter into this Agreement and to grant all of the right
and interest in the Patent and Technology.
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12.2
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Licensor represents that it has no knowledge, at the time of execution of this Agreement, that the Technology infringes any
U.S. or foreign patent or copyright rights owned or controlled by any third party.
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12.3
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Licensor represents that is has no knowledge, at the time of execution of this Agreement that any third party would infringe
any patent claims of the Invention, now pending.
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13.
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RELATIONSHIP BETWEEN LICENSOR AND LICENSEE
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13.1
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Licensor and Licensee are and shall remain independent contractors and nothing herein shall create a partnership or joint venture
between Licensor and Licensee.
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14.1
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This Agreement shall commence on the Effective Date of this Agreement and shall continue for ten (10) years. Notwithstanding
the foregoing, the obligations of the parties under Articles 5, 7, 11 and 14 shall survive any termination of this Agreement.
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14.2
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In the event of the breach of a material obligation hereunder by either party, the nonbreaching party shall inform the alleged
breaching party of said breach in writing. The alleged breaching party shall have thirty (30) days from the date of said notification
during which time to cure the breach. In the event the alleged breaching party does not cure the breach within thirty (30) days,
the nonbreaching party may terminate the Agreement upon written notification to the alleged breaching party. Licensee shall, within
ten (10) days of termination of this Agreement for any reason, deliver to Licensor all written documentation in the possession
of Licensee which contains Proprietary Information pertaining to the Technology.
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14.3
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If Licensee shall become bankrupt or insolvent and/or if the business of Licensee shall be placed in the hands of a receiver,
assignee or trustee for the benefit of creditors, whether by the voluntary act of Licensee or otherwise, Licensee shall immediately
notify Licensor and Licensor shall have the right to terminate this Agreement by giving written notice to Licensee of such termination.
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15.1
|
All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by courier, by
facsimile transmission or sent by certified registered mail to Licensee or Licensor at the addresses set forth in the preamble
of this Agreement.
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16.1
|
Waiver by either party of any term or provision of this Agreement shall not constitute a continuing waiver thereof nor of any
further or additional rights such party may hold under this Agreement.
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17.1
|
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions shall not in any way be affected or impaired.
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18.1
|
This Agreement shall be construed in accordance with the laws of the State of New York, U.S.A.
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19.1
|
This Agreement is the complete and exclusive statement between the parties relating to the subject matter hereof, and supersedes
all prior understandings, communications, or representations, either oral or written, between the parties. This License Agreement
may not be modified or altered except by a written instrument duly executed by Licensee and Licensor.
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20.1
|
Unless expressly stated to the contrary elsewhere in this Agreement, all rights, powers and privileges conferred hereunder
upon the parties hereto shall be cumulative and not restrictive of those given by law.
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21.1
|
Section headings have been inserted herein for convenience of reference only and shall in no way modify or restrict any of
the terms or provisions of this Agreement.
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22.1
|
The License is personal to Licensee and may be assigned on the sale of substantially all of the business or assets of the product
line using the Technology. Except as otherwise agreed herein, this Agreement may not be assigned by either party without the prior
written consent of the other.
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23.
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SUCCESSORS AND ASSIGNS
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23.1
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This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns,
but nothing contained herein shall be deemed to permit assignment by either party except as otherwise permitted in this Agreement.
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24.1
|
In the interpretation of this Agreement, words importing the singular or plural number shall be deemed to import the plural
and singular number respectively, words denoting gender shall include all genders and references to persons shall include corporations
or other bodies and vice versa.
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25.
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OPPORTUNITY TO BE REPRESENTED
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25.1
|
Licensor and Licensee each hereby acknowledge that it has freely and voluntarily entered
into this Agreement after an adequate opportunity and sufficient period of time to review, analyze, and discuss (i) all terms and
conditions of this Agreement, (ii) any and all other documents executed and delivered in connection with the transactions contemplated
by this Agreement, and (iii) all factual and legal matters relevant to this Agreement and/or any and all such other documents,
with counsel freely and independently selected by it (or had the opportunity to be represented by counsel). Licensor and Licensee
each further acknowledges and agrees that it has actively and with full understanding participated in the negotiation of this Agreement
and all other documents executed and delivered in connection with this Agreement after consultation and review with its counsel
(or had the opportunity to be represented by counsel), that all of the terms and conditions of this Agreement and the other documents
executed and delivered in connection with this Agreement have been negotiated at arm’s-length, and that this Agreement and
all such other documents have been negotiated, prepared, and executed without fraud, duress, undue influence, or coercion of any
kind or nature whatsoever having been exerted by or imposed upon any party by any other party. No provision of this Agreement or
such other documents shall be construed against or interpreted to the disadvantage of any party by any court or other governmental
or judicial authority by reason of such party having or being deemed to have structured, dictated, or drafted such provision.
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26.1
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Neither party shall be held in breach of this Agreement because of acts or omissions caused by any act of God or other cause
beyond the control of the parties, including, but not limited to, fire, floods, labor disputes, or other unforeseen circumstances.
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[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
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LICENSOR
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Medical Lasers Manufacturer, Inc.,
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a Florida corporation
d/b/a
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Laser Lab Corp.
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By:
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/s/ Bradley Schoengood
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Name:
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Bradley Schoengood
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Title:
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President
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LICENSEE
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Medical Lasers Manufacturer, Inc.,
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a Nevada corporation.
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By:
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/s/ Bruce Schoengood
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Name:
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Bruce Schoengood
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Title:
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President
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AGREED AND ACKNOWLEDGE
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(with respect to Sections 3, 5 and 8):
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PARENT
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Medifirst Solutions, Inc.,
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a Nevada corporation.
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By:
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/s/ Bruce Schoengood
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Name:
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Bruce Schoengood
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Title:
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Chief Executive Officer
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Schedule
I
INVENTIONS
AND Field of Use
InventionS:
The
Time Machine Laser (Wavelength: 810/830nm; Laser Color: Infrared)
CE
Mark(s): CE Mark (Registration #STT20140616363 - 6/24/2014)
EN
Mark(s): EN-60825-1
IEC
Mark(s): IEC-60601-2-22
Field of
Use:
All
uses set forth in the Premarket Notification 510(k) submitted by the Licensee to the Food and Drug Administration on or around
August 28, 2015 identifying the “Device Trade Name” as “The Time Machine Series Lasers” and assigned the
control number K152461.
Field of
Use ADD-ON:
All
uses related to
wound healing
, which shall be
subject to a new Premarket Notification 510(k) submission for the “The Time Machine Series Lasers”.