SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 1, 2014
MedeFile International, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | | 033-25126 D | | 85-0368333 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
301 Yamato Road Suite 1200 Boca Raton, FL | | 33431 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (561) 912-3393
| |
| (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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.
On July 1, 2014, MedeFile International, Inc. (the “Company”) entered into a securities purchase agreement (the “July 2014 Purchase Agreement”) with accredited investors (the “Investors”) pursuant to which the Company agreed to sell, and the Investors agreed to purchase, an aggregate of up to 35,000,000 shares of common stock for an aggregate purchase price of $350,000. Closings under the July 2014 Purchase Agreement occurred on July 3, 2014 (for $5,000), July 8, 2014 (for $150,000), and July 15, 2014 (for $195,000). The Investors were existing stockholders of the Company.
In connection with the July 2014 Purchase Agreement, the purchasers under the Company’s securities purchase agreements entered into in July 2011 and April 2012 waived their anti-dilution rights.
In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
| | MEDEFILE INTERNATIONAL, INC. | |
| | | | |
| Date: July 17, 2014 | By: | /s/ Niquana Noel | |
| | | Name: Niquana Noel | |
| | | Title: Chief Executive Officer | |
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