Item
1.01 Entry into a Material Definitive Agreement.
Closing of Securities Purchase Agreement
On November 29, 2017, (the “Effective
Date”), Meridian Waste Solutions, Inc. (the “Company”), entered into a Securities Purchase Agreement with five
(5) accredited investors (the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Purchasers purchased
1,868,933 shares of the Company’s common stock, par value $0.025 per share (the “Common Stock”) at a price of
$1.03 per share of Common Stock, 736,948 Series A Common Stock Purchase Warrants (the “Series A Warrants”), and 664,753
Series B Common Stock Purchase Warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Purchaser
Warrants”) for an aggregate of $1,925,001.06 (the “Offering”). The Series A Warrants are exercisable immediately,
at the price of $1.31 per share, and expire five years from the date of issuance. The Series B Warrants are exercisable on the
date six months from the date of issuance, at the price of $1.31 per share, expiring five years from the initial exercise date.
The 1,868,933 shares of Common Stock
and the Series A Warrants to purchase up to 736,948 shares of the Company’s common stock were registered in the Company’s
Shelf Registration Statement under the Prospectus Supplement to the Prospectus dated June 15, 2017 filed with the United States
Securities Exchange Commission on November 30, 2017.
The Securities Purchase Agreement contains
customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights
and obligations of the parties. The representations and warranties contained in the Securities Purchase Agreement were made by
the parties to, and solely for the benefit of, the other in the context of all of the terms and conditions of that agreement and
in the context of the specific relationship between the parties. The provisions of the Securities Purchase Agreement, including
the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements,
and are not intended as documents for investors and the public to obtain factual information about the current state of affairs
of the parties to those documents and their agreements.
For the Offering, the Company utilized
the services of Garden State Securities, Inc., a FINRA-registered placement agent, acting as exclusive placement agent, and Carter,
Terry & Co., a FINRA-registered placement agent, acting as selected dealer. In connection with the closing of the Offering
(the “Closing”), the Company paid such placement agent an aggregate cash fee of $82,500.07 and paid such placement
agent an aggregate cash fee of $13,749.99. The net proceeds to the Company from the Closing, after deducting the foregoing fees
and other expenses, are approximately $1,724,751.
The Company intends to use the proceeds
of the Offering for general working capital and/or capital expenditures. The Closing occurred following the satisfaction of customary
closing conditions.
The Purchaser Warrants are subject to cashless
exercise in the event that the underlying shares of common stock are not covered by an effective registration statement at the
time of exercise. The Purchaser Warrants are subject to adjustment upon certain issuances of securities. If the Company issues
or sells any shares of Common Stock or Common Stock Equivalents (as such term is defined in the Purchaser Warrants) for a consideration
per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such
issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable
Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price
then in effect shall be reduced to an amount equal to the New Issuance Price. Notwithstanding the foregoing, the Applicable Price
shall not be reduced to an amount less than $0.258.
The above descriptions of
the Securities Purchase Agreement and Purchaser Warrants do not purport to be complete and are qualified in their entirety by
the full text of the form of such documents, which are provided as exhibits to this Current Report on Form 8-K and
incorporated herein by reference.
Closing of Membership Interest Purchase
Agreement
On November 30, 2017,
Attis Innovations, LLC, formerly known as Meridian Innovations, LLC (the “Buyer”, a wholly-owned subsidiary of
the Company, entered into a Membership Interest Purchase Agreement (this “Purchase
Agreement
”) with
four individuals (collectively, the “Sellers”) and the Company, pursuant to which the Buyer acquired all of the
issued and outstanding membership interests of Advanced Lignin Biocomposites, LLC, a Minnesota limited liability company that
owns and operates a business focused on providing low cost, high performing materials from lignin (“ALB”).
As consideration for the membership interests of ALB, pursuant to an election made by the Sellers in connection
with the closing of the Purchase Agreement, the Company issued an aggregate of 800,000 shares of its restricted common shares
to certain of the Sellers. Pursuant to the Purchase Agreement, a reconciliation is available for the Sellers in the event
that, beginning on the first anniversary of the closing of the Purchase Agreement, the Sellers have sold such shares in good
faith and received gross proceeds of less than $4.00 per share, pursuant to which the Company could become obligated to
issue additional shares to the Sellers.
As further consideration for the membership interests
of ALB, Buyer entered into employment agreements and consulting agreements with Sellers.
The Purchase Agreement contains customary
representations, warranties and covenants and closed upon satisfaction of customary closing conditions.
The above description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by the full text of the form of such documents, which is provided
as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.