Current Report Filing (8-k)
November 21 2017 - 5:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
November 20, 2017
MERIDIAN
WASTE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
New
York
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001-13984
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13-3832215
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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One
Glenlake Parkway NE Suite 900
Atlanta, GA 30328
(Address
of principal executive offices)
(770)
691-6350
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Termination
of Investment Agreement
As previously reported, Meridian Waste Solutions,
Inc. (the “Company”), on November 7, 2017, entered into an Investment Agreement (the “Investment Agreement”)
with YA II PN, LTD (“YA”). As consideration for YA entering into the Investment Agreement, the Company paid to YA a
commitment fee in the amount of $250,000, in the form of 242,718 shares of the Company’s common stock (the “Fee Shares”).
The Company and YA mutually agreed to terminate
the Investment Agreement and the private placement contemplated thereby pursuant to the Termination Agreement between the Company
and YA dated November 20, 2017 (the “Termination Agreement”). Pursuant to the Termination Agreement, the Company will
pay YA a termination fee comprised of $100,000 cash and 82,282 restricted shares of the Company’s common stock (the “Termination
Shares”). The Fee Shares and the Termination Shares will be registered in a re-sale registration statement on Form S-3 to
be filed with the United States Securities and Exchange Commission.
The
above descriptions of the Investment Agreement and Termination Agreement do not purport to be complete and are qualified in their
entirety by the full text of the forms of such documents, which are attached as exhibits to this Current Report on Form 8-K and
incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
Fee Shares and the Termination Shares were not registered under the Securities Act of 1933, as amended (the “Securities
Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration
under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public
offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering
in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary
investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, share certificates
bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures
that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2)
of the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
*
filed herewith
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MERIDIAN
WASTE SOLUTIONS, INC.
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Date:
November 21, 2017
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By:
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/s/
Jeffrey Cosman
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Name:
Jeffrey Cosman
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Title:
Chief Executive Officer
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3
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