As filed with the Securities and Exchange Commission on March
10, 2017
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MERIDIAN WASTE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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New York
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13-3832215
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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12540 Broadwell Road, Suite 2104
Milton, GA 30004
(404) 539-1147
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Jeffrey S. Cosman
12540 Broadwell Road, Suite 2104
Milton, GA 30004
(404) 539-1147
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Joseph M. Lucosky, Esq.
Scott E. Linsky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Iselin, NJ 08830
(732) 395-4400
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
(Do
not check if a smaller reporting company)
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Smaller
reporting company
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☒
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CALCULATION
OF REGISTRATION FEE
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Title
of each class of
securities
to be registered
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Amount
to be
registered/proposed
maximum
offering price
per
unit/proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common
Stock
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(1)(2)
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(3)
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Preferred
Stock
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(1)(2)
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(3)
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Warrants
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(1)(2)
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(3)
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Rights
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(1)(2)
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(3)
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Units
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(1)(2)
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(3)
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Total
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$
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50,000,000
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$
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5,795
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(1)
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This
registration statement covers an indeterminate number of shares of common stock, shares of preferred stock, warrants, rights,
and units that may be sold by the registrant from time to time, for a maximum aggregate offering price of all securities not
to exceed $50,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder. The securities registered also include an indeterminate amount and number of shares of common stock as may be issued
upon exercise of warrants, conversion of preferred stock, or pursuant to the anti-dilution provisions of any such securities.
The securities registered also include an indeterminate amount and number of shares of preferred stock as may be issued upon
exercise of warrants or pursuant to the anti-dilution provisions of any such securities.
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(2)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class
of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities
Act”).
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(3)
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The
registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated March 10, 2017.
PROSPECTUS
MERIDIAN
WASTE SOLUTIONS, INC.
$50,000,000
Common
Stock
Preferred
Stock
Warrants
Rights
Units
We
may offer and sell up to $50 million in the aggregate of the securities identified above from time to time in one or more offerings.
This prospectus provides you with a general description of the securities.
Each
time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the
offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained
in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement
before you invest in any of our securities.
We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents
are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount
arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus
supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution”
for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.
INVESTING
IN OUR SECURITIES INVOLVES RISKS. SEE THE “
RISK FACTORS
” ON PAGE 13 OF THIS PROSPECTUS AND ANY SIMILAR
SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “MRDN.” On March 8, 2017, the last reported sale
price of our common stock on the Nasdaq Capital Market was $3.00 per share.
The
aggregate market value of our outstanding common stock held by non-affiliates is $16,494,948 based on 6,938,112 shares of outstanding
common stock, of which 1,439,796 are held by non-affiliates, and a per share price of $3.00 based on the closing sale price of
our common stock on March 8, 2017. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common stock
in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as
our public float remains below $75,000,000. We have not offered any securities pursuant to General Instruction I.B.6. of Form
S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2017.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time
and in one or more offerings up to a total dollar amount of $50 million as described in this prospectus. Each time that we offer
and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities
being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus
and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you
should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information
described under the heading “Where You Can Find More Information; Incorporation by Reference.”
We
have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement
to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate
only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition,
results of operations and prospects may have changed since those dates.
When
we refer to “Meridian,” “we,” “our,” “us” and the “Company” in this
prospectus, we mean Meridian Waste Solutions, Inc., unless otherwise specified. When we refer to “you,” we mean the
holders of the applicable series of securities.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available
Information
We
file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied
at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of
this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of
the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains
a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically
with the SEC. The address of that website is
http://www.sec.gov
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Our
website address is
http://www.mwsinc.com
. The information on our website, however, is not, and should not be deemed to
be, a part of this prospectus.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all
of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided
below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration
statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is
qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more
complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference
Room in Washington, D.C. or through the SEC’s website, as provided above.
Incorporation
by Reference
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can
disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically
update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus,
between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are
not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the
future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01
of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously
been filed with the SEC:
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Our
Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on April 14, 2016.
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Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 16, 2016.
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Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August, 22, 2016.
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Our
Amended Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2016, filed with the SEC on August 25, 2016.
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Our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the SEC on November 15, 2016.
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Our
Current Reports on Form 8-K filed with the SEC on May 20, 2016, June 9, 2016, June 17, 2016, June 27, 2016, July 25, 2016,
September 1, 2016, October 18, 2016, November 7, 2016, December 1, 2016, December 5, 2016, December 15, 2016, January 9, 2017,
January 13, 2017, January 26, 2017, February 3, 2017, February 6, 2017, February 15, 2017, and February 21, 2017 (as amended
by Amendment No.1 on Form 8-K/A, filed with the SEC on February 24, 2017).
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The
description of our Common Stock contained in our Registration Statement on Form S-1, filed with the SEC on September 9, 2016,
as amended, and any amendment or report filed with the SEC for the purpose of updating the description.
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All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering, including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from
the date of the filing of such reports and documents.
You
may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they
are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Meridian
Waste Solutions, Inc.
12540
Broadwell Road, Suite 2104
Milton,
GA 30004
(404)
539-1147
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus
and any accompanying prospectus supplement.
THE
COMPANY
Overview
Meridian
Waste Solutions, Inc. is an integrated provider of non-hazardous solid waste collection, transfer and disposal services. We currently
have all of our operations in Missouri and Virginia but are aggressively looking to expand our presence across the Midwest, South
and East regions of the United States.
Corporate
Structure
Missouri Waste Operations
Here
to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste
Here to Serve – Missouri Waste
Division, LLC (“HTS Waste”) is a non-hazardous solid waste management company providing collection services for approximately
45,000 commercial, industrial and residential customers in Missouri. We own one collection operation based out of Bridgeton, Missouri.
Approximately 100% of HTS Waste’s 2015 revenue and revenue in 2016 through September 30, 2016, was from collection, utilizing
over 60 collection vehicles.
HTS
began non-hazardous waste collection operations in May 2014 upon the acquisition of nearly all of the assets from Meridian Waste
Services, LLC that in turn became the core of our operations. From our formation through today, we have begun to create the infrastructure
needed to expand our operations through acquisitions and market development opportunities.
Christian
Disposal, LLC; FWCD
Effective
December 22, 2015, the Company consummated the closing of the Amended and Restated Membership Interest Purchase Agreement, dated
October 16, 2015, by and among the Company, Timothy M. Drury, Christian Disposal LLC (“Christian Disposal”), FWCD,
LLC (“FWCD”), Missouri Waste and Georgia Waste; as amended by that certain First Amendment thereto, dated December
4, 2015, pursuant to which Christian Disposal became a wholly-owned subsidiary of the Company in exchange for: (i) Thirteen Million
Dollars ($13,000,000), subject to working capital adjustment, (ii) 87,500 shares of the Company’s Common Stock, (iii) a
Convertible Promissory Note in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), bearing interest at
8% per annum and (iv) an additional purchase price of Two Million Dollars ($2,000,000), due upon completion of an extension under
a certain contract to which Christian Disposal is party (the "Additional Purchase Price"), each payable to the former
stockholders of Christian Disposal. The Additional Purchase Price has not, and likely will not, become due, as it presently appears that an extension
will not be granted in connection with the relevant contract.
Christian Disposal, along with its
subsidiary, FWCD, LLC, is a non-hazardous solid waste management company providing collection and transfer services for approximately
35,000 commercial, industrial and residential customers in Missouri. Christian Disposal’s collection operation is based
out of Winfield, Missouri. Along with operations in Winfield, Christian Disposal operates two transfer stations, in O’Fallon,
Missouri and St. Peters, Missouri, and owns one transfer station, in Winfield, Missouri. Approximately 100% of Christian Disposal
and FWCD’s 2015 revenue and revenue in 2016 through September 30, 2016 was from collection and transfer, utilizing over
35 collection vehicles.
Christian
Disposal began non-hazardous waste collection operations in 1978. Our acquisition of Christian Disposal is a key element of our
strategy to create the vertically integrated infrastructure needed to expand our operations.
Meridian
Land Company, LLC (Assets of Eagle Ridge Landfill & Hauling)
Effective
December 22, 2015, Meridian Land Company, LLC, a wholly-owned subsidiary of the Company, consummated the closing of that certain
Asset Purchase Agreement, dated November 13, 2015, by and between Meridian Land Company, LLC and Eagle Ridge Landfill, LLC (“Eagle”),
as amended by that certain Amendment to Asset Purchase Agreement, dated December 18, 2015, to which the Company and WCA Waste
Corporation are also party, pursuant to which the Company, through Meridian Land Company, LLC, purchased from Eagle, a landfill
in Pike County, Missouri (the “Eagle Ridge Landfill”) and substantially all of the assets used by Eagle related to
the Eagle Ridge Landfill, including certain debts, in exchange for $9,506,500 in cash, subject to a working capital adjustment.
The
Eagle Ridge Landfill is currently permitted to accept municipal solid waste. The Eagle Ridge Landfill is located in Bowling Green,
Missouri. Meridian Land Company currently owns 265 acres at Eagle Ridge with 56.7 acres permitted and constructed to receive waste.
In
addition to the Eagle Ridge Landfill, the Company operates, through Meridian Land Company, hauling operations in Bowling Green,
Missouri, servicing commercial, residential and roll off customers in this market. The Company will be looking to expand its footprint
in the market through an aggressive sales and marketing strategy, as well as through additional acquisitions.
Virginia Waste Operations
The CFS Group, LLC; The CFS Disposal
& Recycling Services, LLC; RWG5, LLC
On February 15, 2017, the Company consummated
the closing of the Membership Interest Purchase Agreement (the “Virginia Purchase Agreement”) by and between the Company
and Waste Services Industries, LLC ("Seller"), pursuant to which the Company purchased from Seller 100% of the membership
interests of The CFS Group, LLC (“CFS”), The CFS Disposal & Recycling Services, LLC (“CFS Disposal”),
RWG5, LLC (“RWG5” and, together with CFS and CFS Disposal, the “CFS Companies”), in exchange for the following:
(i) $40,000,000 in cash and assumption of certain capital leases, subject to a working capital adjustment in accordance with Section
2.6 of the Virginia Purchase Agreement and (ii) 500,000 shares of the Company’s common stock.
Collectively, the CFS Companies are
non-hazardous solid waste management companies providing collection and transfer services for more than 30,000 commercial, industrial
and residential customers in Virginia, with main facilities in Petersburg, Virginia and satellite facilities in Lunenberg, Virginia
and Prince George, Virginia. Along with collection operations in Petersburg, the CFS Companies operate a transfer station, in Lunenberg,
and owns two landfills, in Petersburg and Lunenberg. Approximately 81% of the CFS Companies’ 2015 revenue was from collection
and transfer, utilizing over 60 collection vehicles.
Our acquisition of the CFS Companies
is a key element of our strategy to create the vertically integrated infrastructure needed to expand our operations.
Customers
For the nine months ended September
30, 2016, Meridian has one municipal contract that accounted for 11% of HTS Waste’s long-term contracted revenue for such
period. Meridian had two municipal contracts, the first of which accounted for 26%, and the second of which accounted for 18%,
of HTS Waste’s long-term contracted revenue for the year ended December 31, 2015.
Collection
Services
Meridian,
through its subsidiaries, provides solid waste collection services to approximately 65,000 industrial, commercial and residential
customers in the Metropolitan St. Louis, Missouri area. In 2015, its collection revenue consisted of approximately 17% from services
provided to industrial customers, 13% from services provided to commercial customers and 70% from services provided to residential
customers.
In
our commercial collection operations, we supply our customers with waste containers of various types and sizes. These containers
are designed so that they can be lifted mechanically and emptied into a collection truck to be transported to a disposal facility.
By using these containers, we can service most of our commercial customers with trucks operated by a single employee. Commercial
collection services are generally performed under service agreements with a duration of one to five years with possible renewal
options. Fees are generally determined by such considerations as individual market factors, collection frequency, the type of
equipment we furnish, the type and volume or weight of the waste to be collected, the distance to the disposal facility and the
cost of disposal.
Residential
solid waste collection services often are performed under contracts with municipalities, which we generally secure by competitive
bid and which give us exclusive rights to service all or a portion of the homes in these municipalities. These contracts usually
range in duration from one to five years with possible renewal options. Generally, the renewal options are automatic upon the
mutual agreement of the municipality and the provider; however, some agreements provide for mandatory re-bidding. Alternatively,
residential solid waste collection services may be performed on a subscription basis, in which individual households or homeowners’
or similar associations contract directly with us. In either case, the fees received for residential collection are based primarily
on market factors, frequency and type of service, the distance to the disposal facility and the cost of disposal.
Additionally,
we rent waste containers and provide collection services to construction, demolition and industrial sites. We load the containers
onto our vehicles and transport them with the waste to either a landfill or a transfer station for disposal. We refer to this
as “roll-off” collection. Roll-off collection services are generally performed on a contractual basis. Contract terms
tend to be shorter in length, in some cases having terms of only six months, and may vary according to the customers’ underlying
projects.
Transfer
and Disposal Services
Landfills
are the main depository for solid waste in the United States. Solid waste landfills are built, operated, and tied to a state permit
under stringent federal, state and local regulations. Currently, solid waste landfills in the United States must be designed,
permitted, operated, closed and maintained after closure in compliance with federal, state and local regulations pursuant to Subtitle
D of the Resource Conservation and Recovery Act of 1976, as amended. We do not operate hazardous waste landfills, which may be
subject to even greater regulations. Operating a solid waste landfill includes excavating, constructing liners, continually spreading
and compacting waste and covering waste with earth or other inert material as required, final capping, closure and post-closure
monitoring. The objectives of these operations are to maintain sanitary conditions, to ensure the best possible use of the airspace
and to prepare the site so that it can ultimately be used for other end use purposes.
Access
to a disposal facility is a necessity for all solid waste management companies. While access to disposal facilities owned or operated
by third parties can be obtained, we believe that it is preferable to internalize the waste streams when possible. Meridian is
targeting further geographic, as well as operational expansion by focusing on markets with transfer stations and landfills available
for acquisition.
Our
transfer stations allow us to consolidate waste for subsequent transfer in larger loads, thereby making disposal in our otherwise
remote landfills economically feasible. A transfer station is a facility located near residential and commercial collection routes
where collection trucks take the solid waste that has been collected. The waste is unloaded from the collection trucks and reloaded
onto larger transfer trucks for transportation to a landfill for final disposal. Transfer stations are generally owned by municipalities,
with contracts to operate such transfer stations awarded based on bids. As an alternative to operating a transfer station directly,
we could negotiate the use of a transfer station owned by a private party or operated by a competitor, which may not be as profitable
as operating our own transfer station. In addition to increasing our ability to internalize the waste that our collection operations
collect, using transfer stations reduces the costs associated with transporting waste to final disposal sites because the trucks
we use for transfer have a larger capacity than collection trucks, thus allowing more waste to be transported to the disposal
facility on each trip.
Our
Operating Strengths
We
have a proven and experienced senior management team. Our Chief Executive Officer, Jeffrey S. Cosman, and President and COO Walter
H. Hall, Jr. combine over 35 years of experience in the solid waste industry, including significant experience in
local
and regional operations, local and regional accounting,
mergers & acquisitions, integration and the development of
disposal capacity. Members of our team have held senior positions at Republic Services, Advanced Disposal, Southland Waste Services
and Browning Ferris Industries. Our team has a proven track record with
development and
implementation of strategic marketplace plans, sales, safety, acquisitions, and coordination of assets and personnel.
While
our senior leadership team creates and drives our overall growth strategy, we rely on a decentralized management structure which
does not interfere with local management and may afford us the opportunity to capitalize on growth and cost reduction at the local
level.
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Vertically
Integrated Operations
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The
vertical integration of our operations allows us to manage the waste stream from the point of collection through disposal, which
we hope will enable us to maximize profit by controlling costs and gaining competitive advantages, while still providing high-quality
service to our customers. In the St. Louis market, because we have integrated our network of collection, transfer and disposal
assets, primarily using our own resources, we generate a steady, predictable stream of waste volume and capture an incremental
disposal margin. We charge tipping fees to third-party collection service providers for the use of our transfer stations or landfills,
providing a source of recurring revenue. We believe this internalization rate provides us with a significant cost advantage over
our competitors, positioning us well to win additional profitable business through new customer acquisition and municipal contract
awards. We also believe this vertically integrated structure enables us to quickly and efficiently integrate future acquisitions
of transfer stations, collection operations or landfills into our current operations.
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Landfill
and Transfer Station Assets
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We
have one active and strategically located landfill at the core of our integrated operations which we believe provides us a significant
competitive advantage in Missouri, in that we do not need to use our competitors’ landfills. Our landfill has substantial
remaining airspace.
The
value of our landfill may be further enhanced by synergies associated with our vertically integrated operations, including our
transfer stations, which enable us to cover a greater geographic area surrounding the landfill, and provide competitive advantages
in that we would not need to use our competitors’ landfills. In our experience there has generally been a shift towards
fewer, larger landfills, which has resulted in landfills that are generally located farther from population centers, with waste
being transported longer distances between collection and disposal, typically after consolidation at a transfer station. With
a landfill, transfer stations and collection services in place, we aim to provide vertically integrated operations that cover
the substantial geographic area surrounding the landfill.
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Acquisition
Integration and Municipal Contracts
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Our
business model contemplates our ability to execute and integrate value-enhancing, tuck-in acquisitions and win new municipal contracts
as a core component of our growth.
As
a management team, we have experience executing large-scale transactions by direct association with our historical success at
Republic Services, Advanced Disposal and Browning Ferris Industries. In addition to significantly expanding our scale of operations,
the acquisitions of Christian Disposal and Eagle Ridge Landfill enhanced our geographic footprint by providing us with complementary
operations throughout the state of Missouri. This has helped us realize cost efficiencies through improved internalization by
virtue of increased route concentration and more efficient utilization of our assets.
Finally,
our management team has demonstrated success in municipal contract bidding, as we currently serve approximately 30 municipalities
and townships via contracts, historical arrangements or subscriptions with residents.
We
serve approximately 65,000 residential, commercial and Construction and Industrial customers, with no single customer representing
more than 12% of revenue in 2015. Our municipal customer relationships are generally supported by contracts ranging from three
to seven years in initial duration with subsequent renewal periods, and we have a historical renewal rate of 100% with such customers.
Our standard C&I service agreement is a five-year renewable agreement. We believe our customer relationships, long-term contracts
and exceptional retention rate provide us with a high degree of stability as we continue to grow.
We
maintain a central focus on customer service and we pride ourselves on trying to consistently exceed our customers' expectations.
We believe investing in our customers' satisfaction will ultimately maximize customer loyalty price stability.
Commitment
to Safety
The
safety of our employees and customers is extremely important to us and we have a strong track record of safety and environmental
compliance. We constantly review and assess our policies practices and procedures in order to create a safer work environment
for our employees and to reduce the frequency of workplace injuries.
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Growth
of Existing Markets
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We
believe that as the residential population and number of businesses grow in our existing market, we will see waste volumes increase
organically. We seek to remain active and alert with respect to the changing landscapes in the communities in which we already
provide service in order obtain long-term contracts for collecting solid waste for residential collection, collection from municipalities,
as well as collection from small and large commercial and industrial contracts. Obtaining long-term contracts may enable us to
grow our revenue base at the same rate as the underlying economic growth in these markets. Furthermore, securing long-term contracts
provides a significant barrier to entry from competitors in these markets.
Expanding
into New Markets
Our
operating model focuses on vertically integrated operations. We continue to pursue a growth strategy that includes acquiring solid
waste companies that complement our existing business. Our goal is to create market-specific, vertically integrated operations
consisting of one or more collection operations, transfer stations and landfills.
As
we expand, we plan to focus our business in the secondary markets where competition from national service providers is limited.
We plan to start new market development projects in certain disposal-neutral markets in which we will provide services under exclusive
arrangements with municipal customers, which facilitates highly-efficient and profitable collection operations and lower capital
requirements. We believe this strategic focus positions us to maintain significant share within our target markets, maximize customer
retention and benefit from a higher and more stable pricing environment.
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Acquisition
and Integration
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Our
revenue model is based on organic growth of operations, the acquisition of established operations in new markets as well as being
able execute value-adding, tuck-in acquisitions. We hope to direct acquisition efforts towards those markets in which we would
be able to provide vertically integrated collection and disposal services and/or provide waste collection services, pursuant to
contracts that grant exclusivity. Prior to acquisition, we analyze each prospective target for cost savings through the elimination
of inefficiencies and excesses that are typically associated with private companies competing in fragmented industries. We aim
to realize synergies from consolidating businesses into our existing operations, which we hope will allow us to reduce capital
and expense requirements associated with truck routing, personnel, fleet maintenance, inventories and back-office administration.
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Pursue
Additional Exclusive Municipal Contracts
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We
intend to devote significant resources to securing additional municipal contracts. Our management team is well versed in bidding
for municipal contracts with over 35 years of experience and working knowledge in the solid waste industry and local service areas
in existing and target markets. We hope to procure and negotiate additional exclusive municipal contracts, allowing us to maintain
stable recurring revenue but also providing a significant barrier to entry to our competitors in those markets.
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Invest
in Strategic Infrastructure
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We
will continue to invest in our infrastructure to support growth and increase our margins. Given the long remaining life of our
existing landfill, we will invest resources toward its development and enhancement in order to increase our disposal capacity.
Similarly, we will continue to evaluate opportunities to maximize the efficiency of our collection operations.
Waste
Industry Overview
The
non-hazardous solid waste industry can be divided into the following three categories: collection, transfer and disposal services.
In our management’s experience, companies engaging in collection and/or transfer operations of solid waste typically have
lower margins than those performing disposal service operations. By vertically integrating collection, transfer and disposal operations,
operators seek to capture significant waste volumes and improve operating margins.
During
the past four decades, our industry has experienced periods of substantial consolidation activity; however, we believe significant
fragmentation remains. We believe that there are two primary factors that lead to consolidation:
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Stringent
industry regulations have caused operating and capital costs to rise, with many local industry participants finding these
costs difficult to bear and deciding to either close their operations or sell them to larger operators; and
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Larger
operators are increasingly pursuing economies of scale by vertically integrating their operations or by utilizing their facility,
asset and management infrastructure over larger volumes and, accordingly, larger solid waste collection and disposal companies
aim to become more cost-effective and competitive by controlling a larger waste stream and by gaining access to significant
financial resources to make acquisitions.
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Competition
The
solid waste collection and disposal industry is highly competitive and, following consolidation, remains fragmented, and requires
substantial labor and capital resources. The industry presently includes large, publicly-held, national waste companies such as
Republic Services, Inc. and Waste Management, Inc., as well as numerous other public and privately-held waste companies. Our existing
market and certain of the markets in which we will likely compete are served by one or more of these companies, as well as by
numerous privately-held regional and local solid waste companies of varying sizes and resources, some of which have accumulated
substantial goodwill in their markets. We also compete with operators of alternative disposal facilities and with counties, municipalities
and solid waste districts that maintain their own waste collection and disposal operations. Public sector operations may have
financial advantages over us because of potential access to user fees and similar charges, tax revenues and tax-exempt financing.
We
compete for collection based primarily on geographic location and the price and quality of our services. From time to time, our
competitors may reduce the price of their services in an effort to expand their market share or service areas or to win competitively
bid municipal contracts. These practices may cause us to reduce the price of our services or, if we elect not to do so, to lose
business.
Our
management has observed significant consolidation in the solid waste collection and disposal industry, and, as a result of this
perceived consolidation, we encounter competition in our efforts to acquire landfills, transfer stations and collection operations.
Competition exists not only for collection, transfer and disposal volume but also for acquisition candidates. We generally compete
for acquisition candidates with large, publicly-held waste management companies, private equity backed firms as well as numerous
privately-held regional and local solid waste companies of varying sizes and resources. Competition in the disposal industry may
also be affected by the increasing national emphasis on recycling and other waste reduction programs, which may reduce the volume
of waste deposited in landfills. Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable
to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate,
particularly in markets we do not already serve.
Sales
and Marketing
We
focus our marketing efforts on increasing and extending business with existing customers, as well as increasing our new customer
base. Our sales and marketing strategy is to provide prompt, high quality, comprehensive solid waste collection to our customers
at competitive prices. We target potential customers of all sizes, from small quantity generators to large companies and municipalities.
Because the waste collection and disposal business is a highly localized business, most of our marketing activity is local in
nature.
Government
Contracts
We
are party to contracts with municipalities and other associations and agencies. Many of these contracts are or will be subject
to competitive bidding. We may not be the successful bidder, or we may have to substantially lower prices in order to be the successful
bidder. In addition, some of our customers may have the right to terminate their contracts with us before the end of the contract
term.
Municipalities
may annex unincorporated areas within counties where we provide collection services, and as a result, our customers in annexed
areas may be required to obtain service from competitors who have been franchised or contracted by the annexing municipalities
to provide those services. Some of the local jurisdictions in which we currently operate grant exclusive franchises to collection
and disposal companies, others may do so in the future, and we may enter markets where franchises are granted by certain municipalities,
thereby reducing the potential market opportunity for us.
Regulation
Our
business is subject to extensive and evolving federal, state and local environmental, health, safety and transportation laws and
regulations. These laws and regulations are administered by the U.S. Environmental Protection Agency, or EPA, and various other
federal, state and local environmental, zoning, air, water, transportation, land use, health and safety agencies. Many of these
agencies regularly inspect our operations to monitor compliance with these laws and regulations. Governmental agencies have the
authority to enforce compliance with these laws and regulations and to obtain injunctions or impose civil or criminal penalties
in cases of violations. We believe that regulation of the waste industry will continue to evolve, and we will adapt to future
legal and regulatory requirements to ensure compliance.
The
bond for our landfill is approximately $7.4 million, with premiums in the approximate amount of $250,000.
Our
operations are subject to extensive regulation, principally under the federal statutes described below.
The
Resource Conservation and Recovery Act of 1976, as amended, or RCRA.
RCRA regulates the handling, transportation and disposal
of hazardous and non-hazardous wastes and delegates authority to states to develop programs to ensure the safe disposal of solid
wastes. On October 9, 1991, the EPA promulgated Solid Waste Disposal Facility Criteria for non-hazardous solid waste landfills
under Subtitle D of RCRA. Subtitle D includes location standards, facility design and operating criteria, closure and post-closure
requirements, financial assurance standards and groundwater monitoring, as well as corrective action standards, many of which
had not commonly been in place or enforced at landfills. Subtitle D applies to all solid waste landfill cells that received waste
after October 9, 1991, and, with limited exceptions, required all landfills to meet these requirements by October 9, 1993. All
states in which we operate have EPA-approved programs which implemented at least the minimum requirements of Subtitle D and in
some states even more stringent requirements.
The
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or CERCLA.
CERCLA, which is also
known as Superfund, addresses problems created by the release or threatened release of hazardous substances (as defined in CERCLA)
into the environment. CERCLA’s primary mechanism for achieving remediation of such problems is to impose strict joint and
several liability for cleanup of disposal sites on current owners and operators of the site, former site owners and operators
at the time of disposal and parties who arranged for disposal at the facility (
i.e.
, generators of the waste and transporters
who select the disposal site). The costs of a CERCLA cleanup can be substantial. In addition to ordering remediation work to be
undertaken, federal or state agencies can perform remediation work themselves and seek reimbursement of their costs from potentially
liable parties, and may record liens to enforce their cost recovery claims. Beyond cleanup costs, federal and state agencies may
also assert claims for damages to natural resources, like groundwater aquifers, surface water bodies and ecosystems. Liability
under CERCLA is not dependent on the existence or intentional disposal of “hazardous wastes” (as defined under RCRA),
but can also be based upon the release or threatened release, even as a result of lawful, unintentional and non-negligent action,
of any one of the more than 700 “hazardous substances” listed by the EPA, even in minute amounts.
The
Federal Water Pollution Control Act of 1972, as amended, or the Clean Water Act.
This act establishes rules regulating the
discharge of pollutants into streams and other waters of the United States (as defined in the Clean Water Act) from a variety
of sources, including solid waste disposal sites. If wastewater or stormwater from our transfer stations may be discharged into
surface waters, the Clean Water Act requires us to apply for and obtain discharge permits, conduct sampling and monitoring and,
under certain circumstances, reduce the quantity of pollutants in those discharges. In 1990, the EPA issued additional rules under
the Clean Water Act, which establish standards for management of storm water runoff from landfills and which require landfills
that receive, or in the past received, industrial waste to obtain storm water discharge permits. In addition, if a landfill or
transfer station discharges wastewater through a sewage system to a publicly-owned treatment works, the facility must comply with
discharge limits imposed by the treatment works. Also, if development of a landfill may alter or affect “wetlands,”
the owner may have to obtain a permit and undertake certain mitigation measures before development may begin. This requirement
is likely to affect the construction or expansion of many solid waste disposal sites.
The
Clean Air Act of 1970, as amended, or the Clean Air Act.
The Clean Air Act provides for increased federal, state and local
regulation of the emission of air pollutants. The EPA has applied the Clean Air Act to solid waste landfills and vehicles with
heavy duty engines, such as waste collection vehicles. Additionally, in March 1996, the EPA adopted New Source Performance Standards
and Emission Guidelines (the “Emission Guidelines”) for municipal solid waste landfills to control emissions of landfill
gases. These regulations impose limits on air emissions from solid waste landfills. The Emission Guidelines impose two sets of
emissions standards, one of which is applicable to all solid waste landfills for which construction, reconstruction or modification
was commenced before May 30, 1991. The other applies to all municipal solid waste landfills for which construction, reconstruction
or modification was commenced on or after May 30, 1991. These guidelines, combined with the new permitting programs established
under the Clean Air Act, could subject solid waste landfills to significant permitting requirements and, in some instances, require
installation of gas recovery systems to reduce emissions to allowable limits. The EPA also regulates the emission of hazardous
air pollutants from municipal landfills and has promulgated regulations that require measures to monitor and reduce such emissions.
Climate
Change
. A variety of regulatory developments, proposals or requirements have been introduced that are focused on restricting
the emission of carbon dioxide, methane and other gases known as greenhouse gases. Congress has considered legislation directed
at reducing greenhouse gas emissions. There has been support in various regions of the country for legislation that requires reductions
in greenhouse gas emissions, and some states have already adopted legislation addressing greenhouse gas emissions from various
sources. In 2007, the U.S. Supreme Court held in Massachusetts, et al. v. EPA that greenhouse gases are an “air pollutant”
under the federal Clean Air Act and, thus, subject to future regulation. In a move toward regulating greenhouse gases, on December
15, 2009, the EPA published its findings that emission of carbon dioxide, methane and other greenhouse gases present an endangerment
to human health and the environment because greenhouse gases are, according to EPA, contributing to climate change. On October
30, 2009, the EPA published the greenhouse gas reporting final rule, effective December 29, 2009, which establishes a new comprehensive
scheme requiring certain specified industries as well as operators of stationary sources emitting more than established annual
thresholds of carbon dioxide-equivalent greenhouse gases to inventory and report their greenhouse gas emissions annually. Municipal
solid waste landfills are subject to the rule. In 2009, the EPA also proposed regulations that would require a reduction in emissions
of greenhouse gases from motor vehicles. According to the EPA, the final motor vehicle greenhouse gas standards will trigger construction
and operating permit requirements for stationary sources that exceed potential-to-emit (PTE) thresholds for regulated pollutants.
As a result, the EPA has proposed to tailor these programs such that only large stationary sources, such as electric generating
units, cement production facilities, and petroleum refineries will be required to have air permits that authorize greenhouse gas
emissions.
The
Occupational Safety and Health Act of 1970, as amended, or OSHA.
OSHA establishes certain employer responsibilities, including
maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated
by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements. Various
standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos,
may apply to our operations.
Flow
Control/Interstate Waste Restrictions.
Certain permits and approvals, as well as certain state and local regulations, may
limit a landfill or transfer station to accepting waste that originates from specified geographic areas, restrict the importation
of out-of-state waste or wastes originating outside the local jurisdiction or otherwise discriminate against non-local waste.
From time to time, federal legislation is proposed that would allow some local flow control restrictions. Although no such federal
legislation has been enacted to date, if such federal legislation should be enacted in the future, states in which we use landfills
could limit or prohibit the importation of out-of-state waste or direct that wastes be handled at specified facilities. These
restrictions could also result in higher disposal costs for our collection operations. If we were unable to pass such higher costs
through to our customers, our business, financial condition and operating results could be adversely affected.
State
and Local Regulation.
Each state in which we now operate or may operate in the future has laws and regulations governing the
generation, storage, treatment, handling, transportation and disposal of solid waste, occupational safety and health, water and
air pollution and, in most cases, the siting, design, operation, maintenance, closure and post-closure maintenance of landfills
and transfer stations. State and local permits and approval for these operations may be required and may be subject to periodic
renewal, modification or revocation by the issuing agencies. In addition, many states have adopted statutes comparable to, and
in some cases more stringent than, CERCLA. These statutes impose requirements for investigation and cleanup of contaminated sites
and liability for costs and damages associated with such sites, and some provide for the imposition of liens on property owned
by responsible parties. Furthermore, many municipalities also have ordinances, local laws and regulations affecting our operations.
These include zoning and health measures that limit solid waste management activities to specified sites or activities, flow control
provisions that direct or restrict the delivery of solid wastes to specific facilities, laws that grant the right to establish
franchises for collection services and then put such franchises out for bid and bans or other restrictions on the movement of
solid wastes into a municipality.
Certain
state and local jurisdictions may also seek to enforce flow control restrictions through local legislation or contractually. In
certain cases, we may elect not to challenge such restrictions. These restrictions could reduce the volume of waste going to landfills
in certain areas, which may adversely affect our ability to operate our landfills at their full capacity and/or reduce the prices
that we can charge for landfill disposal services. These restrictions may also result in higher disposal costs for our collection
operations. If we were unable to pass such higher costs through to our customers, our business, financial condition and operating
results could be adversely affected.
Permits
or other land use approvals with respect to a landfill, as well as state or local laws and regulations, may specify the quantity
of waste that may be accepted at the landfill during a given time period and/or specify the types of waste that may be accepted
at the landfill. Once an operating permit for a landfill is obtained, it must generally be renewed periodically.
There
has been an increasing trend at the state and local level to mandate and encourage waste reduction and recycling and to prohibit
or restrict the disposal in landfills of certain types of solid wastes, such as construction and demolition debris, yard wastes,
food waste, beverage containers, unshredded tires, lead-acid batteries, paper, cardboard and household appliances.
Many
states and local jurisdictions have enacted “bad boy” laws that allow the agencies that have jurisdiction over waste
services contracts or permits to deny or revoke these contracts or permits based on the applicant’s or permit holder’s
compliance history. Some states and local jurisdictions go further and consider the compliance history of the parent, subsidiaries
or affiliated companies, in addition to that of the applicant or permit holder. These laws authorize the agencies to make determinations
of an applicant’s or permit holder’s fitness to be awarded a contract to operate and to deny or revoke a contract
or permit because of unfitness unless there is a showing that the applicant or permit holder has been rehabilitated through the
adoption of various operating policies and procedures put in place to assure future compliance with applicable laws and regulations.
Some
state and local authorities enforce certain federal laws in addition to state and local laws and regulations. For example, in
some states, RCRA, OSHA, parts of the Clean Air Act and parts of the Clean Water Act are enforced by local or state authorities
instead of the EPA, and in some states those laws are enforced jointly by state or local and federal authorities.
Public
Utility Regulation.
In many states, public authorities regulate the rates that landfill operators may charge.
Seasonality
Based
on our industry and our historic trends, we expect our operations to vary seasonally. Typically, revenue will be highest in the
second and third calendar quarters and lowest in the first and fourth calendar quarters. These seasonal variations result in fluctuations
in waste volumes due to weather conditions and general economic activity. We also expect that our operating expenses may be higher
during the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher
labor and operational costs.
Employees
As
of December 31, 2016, we have approximately 180 full-time employees. None of our employees are represented by a labor union. We
have not experienced any work stoppages and we believe that our relations with our employees are good.
Properties
Our
principal executive office is located at 12540 Broadwell Road, Suite 2104, Milton, Georgia and is an approximately 3,500 sq. ft.
office space rented at a rate of $2,600 per month. We also lease approximately 8,500 sq. ft. of office space rented at a rate
of $23,000 per month in Bridgeton, Missouri. It is our belief that such space is adequate for our immediate office needs. Additional
space may be required as we expand our business activities, but we do not foresee any significant difficulties in obtaining additional
office facilities if deemed necessary.
Our
principal property and equipment is comprised of land, a landfill, buildings, vehicles and equipment in the State of Missouri.
In addition, we lease real property and own a landfill. These properties are sufficient to meet the Company’s current operational
needs; however, the Company is exploring the potential acquisition and/or leasing of additional properties pursuant to its growth
strategies.
Legal
Proceedings
There
are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that
is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.
No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition
or had a bankruptcy petition filed against it during the past ten years. Except as described below, no current director or executive
officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years.
No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities
during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities
or commodities law during the past ten years.
On
September 30, 2016, the SEC issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities
Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (collectively, the “Order”) against D’Arelli
Pruzansky, P.A. (the “Firm”), Joseph D’Arelli, CPA, and Mitchell Pruzansky, CPA (collectively, the “Respondents”).
Mr. D’Arelli, currently the Company’s Chief Financial Officer, was a partner and shareholder of the Firm from October
2012 through May 2016. Respondents have consented to the Order pursuant to Offers of Settlement, accepted by the SEC, pursuant
to which Respondents neither admitted nor denied the findings in the Order. During a Public Company Accounting Oversight Board
(PCAOB) inspection in July 2015, the Firm was informed that it had failed to comply with the SEC’s partner rotation requirements
because Mr. D’Arelli and Mr. Pruzansky performed quarterly reviews after being the lead audit partner for five consecutive
audits, with respect to two issuer audit clients. In August 2015, the Firm reviewed all of its engagements and self-reported instances
of such rotation issue regarding additional issuer audit clients. Respondents have been ordered to cease and desist from committing
or causing any violations and any future violations of Sections 10A(j) and 13(a) of the Exchange Act and Rules 10A-2 and 13a-13
thereunder and to pay, jointly and severally, a civil penalty of $50,000.
In
addition, there are no material proceedings to which any affiliate of our Company, or any owner of record or beneficially of more
than five percent of any class of voting securities of our Company, is a party that is adverse to our Company or any of our subsidiaries
or has a material interest adverse to our Company or any of our subsidiaries. We are not currently involved in any litigation
that we believe could have a material adverse effect on our financial condition or results of operations.
However,
from time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business.
Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that
may harm our business.
RISK
FACTORS
Investment
in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully
consider the risk factors incorporated by reference to our Registration Statement on Form S-1, filed with the SEC on September
9, 2016, as amended, our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports
on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this
prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained
in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause
you to lose all or part of your investment in the offered securities.
SPECIAL
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve risks and uncertainties, principally in the sections entitled “Risk
Factors.” All statements other than statements of historical fact contained in this prospectus, including statements regarding
future events, our future financial performance, business strategy and plans and objectives of management for future operations,
are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “should,”
or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking
statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk
Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements.
Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications
of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information
available at the time they are made and/or management’s good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ materially from what is expressed
in or suggested by the forward-looking statements.
Forward-looking
statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume
no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more
forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking
statements.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock is not complete and may not contain all the information you should consider before
investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Certificate
of Incorporation and Bylaws, which have been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation
by Reference.”
Our authorized capital stock consists
of 75,000,000 shares of common stock, par value of $0.025 per share, and 5,000,000 shares of preferred stock, par value of $0.001
per share. As of March 8, 2017 there were 6,938,112 shares of our common stock issued and outstanding held by 145 holders of record.
We currently have (i) 51 shares of Series A Preferred Stock authorized of which 51 shares of Series A Preferred Stock are issued
and outstanding; (ii) 71,120 shares of Series B Preferred Stock authorized of which 0 shares of Series B Preferred Stock are issued
and outstanding; (iii) 67,361 shares of Series C Preferred Stock authorized of which 0 shares of Series C Preferred Stock are
issued and outstanding; and (iv) 4,861,468 shares of undesignated “blank check” preferred stock.
Common
Stock
Each
share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally
by our stockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority
of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to
do so.
Holders
of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion
may declare out of funds legally available for the payment of dividends. We currently do not anticipate paying any cash dividends
on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after
taking into account various factors, including:
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business conditions;
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industry
practice;
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our
financial condition and performance;
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our
future prospects;
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our
cash needs and capital investment plans;
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our
obligations to holders of any preferred stock we may issue;
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income
tax consequences; and
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the
restrictions New York and other applicable laws and our credit arrangements may impose, from time to time.
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If
we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available
for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred
stock, if any, receive their liquidation preferences in full.
Our
common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase
fund.
Preferred
Stock
The
Company has 5,000,000 authorized shares of preferred stock par value $0.001 per share, which have three classes. The Series A
Preferred Stock has 51 shares issued and outstanding, the Series B Preferred Stock has 0 shares issued and outstanding and the
Series C Preferred Stock has 0 shares issued and outstanding.
Our
Board has the authority, within the limitations and restrictions in our certificate of incorporation, to issue shares of preferred
stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights,
dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any series or the designation of any series, without further vote or action by the stockholders. The issuance
of shares of preferred stock may have the effect of delaying, deferring or preventing a change in our control without further
action by the stockholders. The issuance of shares of preferred stock with voting and conversion rights may adversely affect the
voting power of the holders of our common stock. In some circumstances, this issuance could have the effect of decreasing the
market price of our common stock.
Undesignated
preferred stock may enable our Board to render more difficult or to discourage an attempt to obtain control of our company by
means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance
of shares of preferred stock may adversely affect the rights of our common stockholders. For example, any shares of preferred
stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited
voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock, or the
issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common
stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.
Series
A Preferred Stock
Each
share of the Series A Preferred Stock has no conversion rights, is senior to any other class or series of capital stock of the
Company and special voting rights. Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607
multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the “Numerator”),
divided by (y) 0.49, minus (z) the Numerator.
The
Company and the holder(s) of the Series A Preferred Stock intend to reach agreement providing for the cancelation of the Series
A Preferred Stock at such time that the holder(s) no longer have in place any personal guaranties on the Company's liabilities,
provided that such disposition of the Series A Preferred Stock by the holder(s) thereof would not result in an event of default
under any material contract of the Company. There can be no assurances, however, that any such agreement with respect to the terms
of the Series A Preferred Stock will occur.
There
are currently 51 shares of Series A Preferred Stock outstanding.
Series
B Preferred Stock
Holders
of the Series B Preferred Stock shall be entitled to receive when and if declared by the Board of Directors cumulative dividends
at a rate of twelve percent (12%) of the Original Issue Price. In the event of any liquidation, dissolution or winding up of the
Company, either voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive, immediately prior
and in preference to any distribution to holders of the Company’s common stock, an amount per share equal to the sum of
$100.00 and any accrued and unpaid dividends of the Series B Preferred Stock. Each share of Series B Preferred Stock may be converted
at the option of the holder into the Company’s common stock. The shares shall be converted using the “Conversion Formula”
set forth in the Series B Preferred Stock Certificate of Designations, which is equal to the Original Issue Price divided by 75%
of the average closing bid price of the Common Stock for the five (5) consecutive trading days ending on the trading day of the
receipt by the Company of the applicable notice of conversion. In no event shall a holder of Series B Preferred Stock be entitled
to make conversions that would result in beneficial ownership by such holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock of the Company. The Series B Preferred Stock may be redeemed at the Company’s option, in whole or
in part, at any time and from time to time, at a redemption price per share equal to $100 per share, plus any accrued and unpaid
dividends on the shares to be redeemed; provided, however, that if there are any accrued yearly dividends on the Series B Preferred
Stock which have not been paid or declared and a sum sufficient for the payment thereof set apart, the Company may not redeem
any shares of Series B Preferred Stock unless all then outstanding shares of such stock are so redeemed.
There
are currently no shares of Series B Preferred Stock outstanding.
Series
C Preferred Stock
Holders of the Series C Preferred Stock
shall be entitled to receive dividends out of any assets legally available at a rate of eight percent (8%) per share per annum,
payable quarterly. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary,
the holders of the Series C Preferred Stock shall be entitled to receive, immediately prior and in preference to any distribution
to the holders of the Company's other equity securities, including the Common Stock, Series A Preferred Stock, and Series B Preferred
Stock, a liquidation preference equal to $22.40 per share plus all accrued and unpaid dividends of the Series C Preferred Stock.
Pursuant a Qualified Offering, the shares of Series C Preferred Stock were automatically converted at a conversion price that
reflected a 20% discount to the price of the Common Stock pursuant to such Qualified Offering.
There
are currently no shares of Series C Preferred Stock outstanding.
Options
and Warrants
As of March 8, 2017, we have 12,250
outstanding options and 3,112,871 shares issuable upon the exercise of warrants. There are no other outstanding warrants or options
at this time.
Anti-Takeover
Provisions
Mr.
Jeffrey S. Cosman, our chief executive officer, is the beneficial owner of 100% of the outstanding shares of the Company’s
Series A Preferred Stock. As a result, our chief executive officer would have significant influence over most matters that require
approval by our stockholders, including the election of directors and approval of significant corporate transactions, even if
other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change
of control of our Company that other stockholders may view as beneficial.
These
provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its
policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us.
These
provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics
that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers
for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence,
these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover
attempts.
The
NASDAQ Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “MRDN.”
Transfer
Agent and Registrar
Our
transfer agent and registrar for our common stock is Issuer Direct Corporation, 500 Perimeter Park Drive, Morrisville, NC 27560.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants to purchase shares of our common stock and preferred stock in one or more series together with other securities
or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms and provisions
of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements to be entered
into by the Company, a warrant agent to be named by the Company, and the holders from time to time of the warrants and the prospectus
supplement relating to the warrants. Copies of the form agreement for each warrant and the warrant certificate, if any, reflecting
the provisions to be included in such agreements that will be entered into with respect to a particular offering of each type
of warrant, will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus
forms a part. You should read the applicable warrant agreement for additional information before you purchase any of our warrants.
The
prospectus supplement relating to any warrants we offer will describe the specific terms relating to the offering. These terms
may include some or all of the following:
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the
specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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the
designation, amount and terms of the securities purchasable upon exercise of the warrants;
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if
applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon
exercise of the warrants;
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if
applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon
exercise, and a description of that series of our preferred stock;
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the
date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of
these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of
any security included in that unit;
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any
applicable material U.S. federal income tax consequences;
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the
identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents,
registrars or other agents;
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the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if
applicable, the date from and after which the warrants and the common stock and preferred stock will be separately transferable;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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the
procedures and conditions relating to the exercise of the warrants;
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information
with respect to book-entry procedures, if any;
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the
triggering event and the terms upon which the exercise price and the number of underlying securities that the warrants are
exercisable into may be adjusted;
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the
anti-dilution provisions of the warrants, if any;
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any
redemption or call provisions;
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whether
the warrants may be sold separately or with other securities as parts of units; and
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the
warrants.
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Until
the warrants are exercised, holders of the warrants will not have any rights of holders of the underlying securities.
Outstanding
Warrants
As of March 8, 2017, we had warrants
(the “Warrants”, and each a “Warrant”) to purchase up to 3,112,871 shares of our common stock outstanding.
Such warrants are listed on the Nasdaq Capital Market under the symbol “MRDNW.” On March 8, 2017, the last reported
sale price of the Warrants on the Nasdaq Capital Market was $0.65 per share. The provisions of the Warrants are summarized below,
but are qualified in their entirety by the language of the Warrants as filed with our Registration Statement on Form S-1, filed
with the SEC on September 9, 2016, as amended, and any amendment or report filed with the SEC for the purpose of updating the description.
Exercisability
.
The Warrants are exercisable immediately upon issuance and at any time up to the date that is five years from the date of issuance.
The Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise
notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the
case of a cashless exercise as discussed below).
Cashless
Exercise
. In the event that a registration statement covering shares of common stock underlying the Warrants, or an exemption
from registration, is not available for the resale of such shares of common stock underlying the Warrants, the holder may, in
its sole discretion, exercise the Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to
be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net
number of shares of common stock determined according to the formula set forth in the warrant. In no event shall we be required
to make any cash payments or net cash settlement to the registered holder in lieu of issuance of common stock underlying the warrants.
Certain
Adjustments
. The exercise price and the number of shares of common stock purchasable upon the exercise of the Warrants are
subject to adjustment upon the occurrence of specific events, including stock dividends, stock splits, combinations and reclassifications
of our common stock.
Transferability
.
Subject to applicable laws, the Warrants may be transferred at the option of the holders upon surrender of the Warrants to us
together with the appropriate instruments of transfer.
Warrant
Agent and Exchange Listing
. The Warrants were issued in registered form under a warrant agency agreement between Issuer Direct
Corporation, as warrant agent, and us.
Fundamental
Transactions
. If, at any time while the Warrants are outstanding, (1) we consolidate or merge with or into another corporation
and we are not the surviving corporation, (2) we sell, lease, license, assign, transfer, convey or otherwise dispose of all or
substantially all of our assets, (3) any purchase offer, tender offer or exchange offer (whether by us or another individual or
entity) is completed pursuant to which holders of our shares of common stock are permitted to sell, tender or exchange their shares
of common stock for other securities, cash or property and has been accepted by the holders of 50% or more of our outstanding
shares of common stock, (4) we effect any reclassification or recapitalization of our shares of common stock or any compulsory
share exchange pursuant to which our shares of common stock are converted into or exchanged for other securities, cash or property,
or (5) we consummate a stock or share purchase agreement or other business combination with another person or entity whereby such
other person or entity acquires more than 50% of our outstanding shares of common stock, each a “Fundamental Transaction,”
then upon any subsequent exercise of the Warrants, the holder thereof will have the right to receive the same amount and kind
of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, the holder of the number of warrant shares then issuable upon
exercise of the Warrant, and any additional consideration payable as part of the Fundamental Transaction.
Rights
as a Stockholder
. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of
our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any
voting rights, until the holder exercises the Warrant.
Governing
Law
. The Warrants and the warrant agency agreement are governed by New York law.
DESCRIPTION
OF RIGHTS
We
may issue rights to our stockholders to purchase shares of our common stock or preferred stock described in this prospectus. We
may offer rights separately or together with one or more additional rights, preferred stock, common stock, warrants or any combination
of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be
issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights
agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our
agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following
description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular
terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may
apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms
of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to
read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any
of our rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among
other matters:
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the
date of determining the stockholders entitled to the rights distribution;
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the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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the
exercise price;
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the
aggregate number of rights issued;
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
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the
method by which holders of rights will be entitled to exercise;
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the
conditions to the completion of the offering;
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the
withdrawal, termination and cancellation rights;
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment;
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whether
stockholders are entitled to oversubscription right;
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any
U.S. federal income tax considerations; and
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
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If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to
persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement. In connection with any rights offering,
we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which
such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.
DESCRIPTION
OF UNITS
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit
agreements with a unit agent. We will indicate the name and address of the unit agent in the applicable prospectus supplement
relating to a particular series of units.
The
following description, together with the additional information included in any applicable prospectus supplement, summarizes the
general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete
unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions
and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable:
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the
title of the series of units;
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identification
and description of the separate constituent securities comprising the units;
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the
price or prices at which the units will be issued;
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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a
discussion of certain United States federal income tax considerations applicable to the units; and
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any
other terms of the units and their constituent securities.
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PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or
a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The
securities may be distributed from time to time in one or more transactions:
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at
a fixed price or prices, which may be changed;
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at
market prices prevailing at the time of sale;
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at
prices related to such prevailing market prices; or
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at
negotiated prices.
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Each
time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe
the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price
of the securities and the proceeds to us, if applicable.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit
offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified
in a prospectus supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer,
as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the
time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the
underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the
purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting
discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they
may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a
dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of
the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify
underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to
payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
Any
common stock will be listed on the Nasdaq Capital Market, but any other securities may or may not be listed on a national securities
exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that
stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities,
which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances,
these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their
over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for
or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating
in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales
or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives
to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not
identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition,
we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities
short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer
its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
We
do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above
might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued without notice.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
To
comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions
only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business
for which they receive compensation.
LEGAL
MATTERS
Lucosky
Brookman LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf
of Meridian Waste Solutions, Inc. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by
counsel that we will name in the applicable prospectus supplement.
EXPERTS
D’Arelli
Pruzansky, PA, independent registered public accounting firm, has audited the financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2015, as set forth in their report which is incorporated by reference in this prospectus
and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on D’Arelli
Pruzansky, PA’s report, given on their authority as experts in accounting and auditing.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
Other Expenses of Issuance and Distribution
The
following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with
the securities being registered hereby.
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SEC registration fee
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$
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5,795
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FINRA filing fee
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*
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Printing expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Blue Sky, qualification fees and expenses
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*
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Transfer agent fees and expenses
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*
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Trustee fees and expenses
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*
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Warrant agent fees and expenses
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*
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Miscellaneous
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*
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Total
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$
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*
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*
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These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this
time.
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Item
15.
Indemnification of Directors and Officers
The
New York Business Corporation Law (“NYBCL”) permits a corporation to indemnify its current and former directors and
officers against expenses, judgments, fines and amounts paid in connection with a legal proceeding. To be indemnified, the person
must have acted in good faith and in a manner the person reasonably believed to be in, and not opposed to, the best interests
of the corporation. With respect to any criminal action or proceeding, the person must not have had reasonable cause to believe
the conduct was unlawful.
Our
Certificate of Incorporation and By-laws provide that, to the fullest extent permitted by the NYBCL, we will indemnify our present
and future directors and officers against all expenses actually and reasonably incurred by them as a result of their being threatened
with or otherwise involved in any action, suit or proceeding (other than an action commenced on our own behalf) by virtue of the
fact that they are or were one of our officers or directors.
Our
by-laws also provide that we may purchase and maintain insurance to indemnify us for any obligation we incur as a result of the
indemnification of directors and officers, or to indemnify directors and officers, pursuant to our by-laws and in accordance with
the NYBCL.
In
addition to the provisions of our Certificate of Incorporation and By-laws providing for indemnification of directors and officers,
we have entered into an employment agreement with Jeffrey Cosman, our Chief Executive Officer, which provides for us to indemnify
Mr. Cosman against all expenses actually and reasonably incurred by him as a result of his being threatened with or otherwise
involved in any action, suit or proceeding by virtue of the fact that he is or was one of our officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item
16.
Exhibits
(a)
Exhibits
A
list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein
by reference.
Item
17.
Undertakings
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided,
however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Milton, State of Georgia, on March 10, 2017.
|
|
MERIDIAN
WASTE SOLUTIONS, INC.
|
|
|
|
|
|
|
By:
|
/s/
Jeffrey S. Cosman
|
|
|
|
Jeffrey
S. Cosman
|
|
|
|
Chief
Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/
Joseph D’Arelli
|
|
|
|
Joseph
D’Arelli
|
|
|
|
Chief
Financial Officer
(Principal Financial Officer and
Principal
Accounting Officer)
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Jeffrey S. Cosman
and Joseph D’Arelli, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to sign any registration statement for the same offering covered by the Registration Statement that
is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments
thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,
or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Jeffrey S. Cosman
|
|
Chief Executive
Officer, Chairman
|
|
March 10,
2017
|
|
Jeffrey S. Cosman
|
|
|
|
|
|
|
|
|
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|
|
/s/
Joseph D'Arelli
|
|
Chief Financial
Officer
|
|
March 10,
2017
|
|
Joseph D'Arelli
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Walter H. Hall, Jr.
|
|
President, Chief
Operating Officer, Director
|
|
March 10,
2017
|
|
Walter H. Hall,
Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Thomas Cowee
|
|
Director
|
|
March 10,
2017
|
|
Thomas Cowee
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Jackson Davis, Jr.
|
|
Director
|
|
March 10,
2017
|
|
Jackson Davis,
Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Joseph Ardagna
|
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Director
|
|
March 10,
2017
|
|
Joseph Ardagna
|
|
|
|
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
|
|
|
|
|
1.1*
|
|
Form
of Underwriting Agreement.
|
|
|
|
|
|
3.1
|
|
Restated
Certificate of Incorporation of Brooklyn Cheesecake & Deserts Company, Inc. (incorporated herein by reference to Exhibit
3.1 to the Brooklyn Cheesecake & Desserts Company, Inc. Current Report on Form 8-K filed with the SEC on December 15,
2014)
|
|
|
|
|
|
3.2
|
|
Certificate
of Amendment of the Certificate of Incorporation of Brooklyn Cheesecake and Desserts Company, Inc. (incorporated herein by
reference to Exhibit 3.1 to the Brooklyn Cheesecake & Desserts Company, Inc. Annual Report on Form 10-K filed with the
SEC on April 15, 2015)
|
|
|
|
|
|
3.3
|
|
Certificate
of Amendment to Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Meridian Waste Solutions,
Inc. Current Report on Form 8-K filed with the SEC on July 25, 2016)
|
|
|
|
|
|
3.4
|
|
Amended
and Restated By-laws of Brooklyn Cheesecake & Deserts Company, Inc. (incorporated herein by reference to Exhibit 3.2 to
the Brooklyn Cheesecake & Desserts Company, Inc. Current Report on Form 8-K filed with the SEC on December 15, 2014)
|
|
|
|
|
|
3.5
|
|
By-Laws
of Brooklyn Cheesecake & Dessert Acquisition Corp. (incorporated herein by reference to Exhibit 3.21 to the Brooklyn Cheesecake
& Desserts Company, Inc. Current Report on Form 8-K filed with the SEC on December 15, 2014)
|
|
|
|
|
|
4.1
|
|
First
Amendment to Credit and Guaranty Agreement, dated as of March 9, 2016, entered into by and among Here to Serve – Missouri
Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp.,
Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”)
and certain subsidiaries of Holdings, as Guarantors, the Lenders party hereto from time to time and Goldman Sachs Specialty
Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit
4.1 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on March 15, 2016)
|
|
|
|
|
|
4.2
|
|
Credit
and Guaranty Agreement, dated as of December 22, 2015, entered into by and among Here to Serve – Missouri Waste Division,
LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp., Meridian Land
Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”) and certain
subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time and Goldman Sachs Specialty Lending Group,
L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit 4.1 to the
Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)
|
|
|
|
|
|
4.3
|
|
Tranche
A Term Loan Note, issued in favor of Goldman Sachs Specialty Lending Holdings, Inc., in the principal amount of $40,000,000,
dated December 22, 2015 (incorporated herein by reference to Exhibit 4.2 to the Meridian Waste Solutions, Inc. Current Report
on Form 8-K filed with the SEC on December 29, 2015)
|
|
|
|
|
|
4.4
|
|
MDTL
Note, issued in favor of Goldman Sachs Specialty Lending Holdings, Inc., in the principal amount of $10,000,000, dated December
22, 2015 (incorporated herein by reference to Exhibit 4.3 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K
filed with the SEC on December 29, 2015)
|
|
|
|
|
|
4.5
|
|
Revolving
Loan Note, issued in favor of Goldman Sachs Specialty Lending Holdings, Inc., in the principal amount of $5,000,000, dated
December 22, 2015 (incorporated herein by reference to Exhibit 4.4 to the Meridian Waste Solutions, Inc. Current Report on
Form 8-K filed with the SEC on December 29, 2015)
|
|
|
|
|
|
4.6
|
|
Purchase
Warrant for Common Shares issued in favor of Goldman, Sachs & Co., dated December 22, 2015 (incorporated herein by reference
to Exhibit 4.5 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)
|
|
|
|
|
|
4.7
|
|
Pledge
and Security Agreement between the grantors party thereto and Goldman Sachs Specialty Lending Group, L.P., dated December
22, 2015 (incorporated herein by reference to Exhibit 4.6 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K
filed with the SEC on December 29, 2015)
|
|
|
|
|
|
4.8
|
|
Note
and Warrant Purchase Agreement and Security Agreement, by and among Meridian Waste Solutions, Inc., Here to Serve - Missouri
Waste Division, LLC, Here to Serve - Georgia Waste Division, LLC, Meridian Land Company, LLC, certain subsidiaries of the
Company, the purchasers from time to time party thereto and Praesidian Capital Opportunity Fund III, LP, dated August 6, 2015
(incorporated herein by reference to Exhibit 4.1 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed
with the SEC on November 16, 2015)
|
|
|
|
|
|
4.9
|
|
Note
A, issued in favor of Praesidiant Capital Opportunity Fund III, LP, in the principal amount of $2,644,812.57, dated August
6, 2015 (incorporated herein by reference to Exhibit 4.2 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q
filed with the SEC on November 16, 2015)
|
|
4.10
|
|
Note
A, issued in favor of Praesidian Capital Opportunity Fund III-a, LP, in the principal amount of $1,025,187.43, dated August
6, 2015 (incorporated herein by reference to Exhibit 4.3 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q
filed with the SEC on November 16, 2015)
|
|
|
|
|
|
4.11
|
|
Note
B, issued in favor of Praesidian Capital Opportunity Fund III, LP, in the principal amount of $5,170,716.68, dated August
6, 2015 (incorporated herein by reference to Exhibit 4.4 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q
filed with the SEC on November 16, 2015)
|
|
|
|
|
|
4.12
|
|
Note
B, issued in favor of Praesidian Capital Opportunity Fund III-a, LP, in the principal amount of $2,004,283.32, dated August
6, 2015 (incorporated herein by reference to Exhibit 4.5 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q
filed with the SEC on November 16, 2015)
|
|
|
|
|
|
4.13
|
|
Warrant
issued in favor of Praesidian Capital Opportunity Fund III, LP, dated August 6, 2015 (incorporated herein by reference to
Exhibit 4.6 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)
|
|
|
|
|
|
4.14
|
|
Warrant
issued in favor of Praesidian Capital Opportunity Fund III-a, LP, dated August 6, 2015 (incorporated herein by reference to
Exhibit 4.7 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015)
|
|
|
|
|
|
4.15
|
|
Warrant
Cancellation and Stock Issuance Agreement made and entered into as of December 22, 2015, by and among Praesidian Capital Opportunity
Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and Meridian Waste Solutions, Inc. (incorporated herein by reference
to Exhibit 4.15 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on December 29, 2015)
|
|
|
|
|
|
4.16
|
|
Convertible
Promissory Note, issued in favor of Timothy Drury, in the principal amount of $1,250,000, dated December 22, 2015 (incorporated
herein by reference to Exhibit 4.16 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on
December 29, 2015)
|
|
|
|
|
|
4.17
|
|
Form
of Warrant – June 2016 (incorporated herein by reference to Exhibit 10.2 to the Meridian Waste Solutions, Inc. Current
Report on Form 8-K filed with the SEC on June 9, 2016)
|
|
|
|
|
|
4.18
|
|
Second
Amendment to Credit and Guaranty Agreement, dated as of July 19, 2016, entered into by and among Here to Serve – Missouri
Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp.,
Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”)
and certain subsidiaries of Holdings, as Guarantors, the Lenders party hereto from time to time and Goldman Sachs Specialty
Lending Group, L.P., as Administrative Agent, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit
4.1 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on July 25, 2016)
|
|
|
|
|
|
4.19
|
|
Amended
and Restated Purchase Warrant for Common Shares issued in favor of Goldman, Sachs & Co., dated July 19, 2016 (incorporated
herein by reference to Exhibit 4.2 to the Meridian Waste Solutions, Inc. Current Report on Form 8-K filed with the SEC on
July 25, 2016)
|
|
|
|
|
|
4.20
|
|
Form
of Warrant Agency Agreement by and between Meridian Waste Solutions, Inc. and Issuer Direct Corporation and Form of Warrant
Certificate (incorporated herein by reference to Exhibit 4.20 to Meridian Waste Solutions, Inc. Amendment No. 1 to the Registration
Statement on Form S-1 filed with the SEC on November 18, 2016)
|
|
|
|
|
|
4.21
|
|
Waiver
and Amendment Letter, dated as of August 16, 2016, entered into by and among Here to Serve – Missouri Waste Division,
LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake & Desserts Acquisition Corp., Meridian Land
Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”) and Goldman
Sachs Specialty Lending Group, L.P., as administrative agent for the Lenders, Collateral Agent, and Lead Arranger (incorporated
herein by reference to Exhibit 4.4 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC
on November 15, 2016)
|
|
4.22
|
|
Fourth
Amendment to Credit and Guaranty Agreement, dated as of November 11, 2016, entered into by and among Here to Serve –Missouri
Waste Division, LLC, Here to Serve – Georgia Waste Division, LLC, Brooklyn Cheesecake& Desserts Acquisition Corp.,
Meridian Land Company, LLC, Christian Disposal, LLC, and FWCD, LLC, Meridian Waste Solutions, Inc. (“Holdings”)
and certain subsidiaries of Holdings, the Lenders party thereto from time to time and Goldman Sachs Specialty Lending Group,
L.P., as administrative agent for the Lenders, Collateral Agent, and Lead Arranger (incorporated herein by reference to Exhibit
4.5 to the Meridian Waste Solutions, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 15, 2016)
|
|
|
|
|
|
4.23
|
|
Form
of Warrant Cancellation and Stock Issuance Agreement by and between Meridian Waste Solutions, Inc. and Goldman, Sachs &
Co. (incorporated herein by reference to Exhibit 4.23 to the Meridian Waste Solutions, Inc. Amendment No.1 to the Registration
Statement on Form S-1 filed with the SEC on November 18, 2016)
|
|
|
|
|
|
4.24
|
|
Warrant
Cancellation and Stock Issuance Agreement, dated as of December 9, 2016, by and between Meridian Waste Solutions, Inc. and
Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 4.24 to the Meridian Waste Solutions, Inc. Amendment
No. 3 to the Registration Statement on Form S-1 filed with the SEC on December 12, 2016)
|
|
|
|
|
|
4.25
|
|
Amended
and Restated Warrant Cancellation and Stock Issuance Agreement, dated as of January 9, 2017, by and between Meridian Waste
Solutions, Inc. and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 4.25 to the Meridian Waste Solutions,
Inc. Amendment No. 5 to the Registration Statement on Form S-1 filed with the SEC on January 11, 2017)
|
|
|
|
|
|
4.26*
|
|
Form
of Certificate of Designation
|
|
|
|
|
|
4.27*
|
|
Form
of Preferred Stock Certificate
|
|
|
|
|
|
4.28*
|
|
Form
of Warrant Agreement
|
|
|
|
|
|
4.29*
|
|
Form
of Warrant Certificate
|
|
|
|
|
|
4.30*
|
|
Form
of Rights Agreement
|
|
|
|
|
|
4.31*
|
|
Form
of Units Agreement
|
|
|
|
|
|
4.32*
|
|
Form
of Note
|
|
|
|
|
|
5.1*
|
|
Opinion
of Lucosky Brookman LLP
|
|
|
|
|
|
23.1
|
|
Consent
of D’Arelli Pruzansky, PA
|
|
|
|
|
|
23.2
|
|
Consent
of Lucosky Brookman LLP (Included in Exhibit 5.1)
|
|
|
|
|
|
24.1
|
|
Powers
of Attorney (incorporated by reference to the signature page hereto)
|
*
To be filed by reference in connection with the offering of the securities.
II-7
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