UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section
14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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MERIDIAN
WASTE SOLUTIONS, INC.
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(Name of Registrant As Specified In Charter)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.beneficial
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No:
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Filing Party:
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Date Filed:
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MERIDIAN WASTE SOLUTIONS, INC.
One Glenlake Parkway
Atlanta, GA 30328
To the Holders of Common Stock of Meridian
Waste Solutions, Inc.:
This
Information Statement is first being mailed on or about March ___, 2018 to the holders of record of the outstanding common stock,
$0.025 par value per share (the “
Common Stock
”) of Meridian Waste Solutions, Inc., a New York corporation (the
“
Company
”), as of the close of business on February 19, 2018 (the “
Record Date
”), to inform
the stockholders of actions already approved by written consent of the majority stockholders holding 53.5% of the voting
equity. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”),
the proposals will not be effective until at least 20 calendar days after the mailing of this Information Statement to our stockholders
and holders of the Company’s preferred stock. Therefore, this Information Statement is being sent to you for informational
purposes only.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US
A PROXY
The following action was authorized by
written consent of the holders of a majority of our outstanding voting stock:
approving the issuance of shares of the Company’s
common stock underlying the Series F Preferred Stock, having such designations, rights and preferences as set forth in the Company’s
Amendment to Certificate of Incorporation filed with the Secretary of State of the State of New York on February 22, 2018, and
the Series A Warrants issued by the Company on February 23, 2018, in excess of 19.99% of the amount of the Company’s common
stock issued and outstanding.
The enclosed information statement contains
information pertaining to the matter acted upon.
Pursuant to rules
adopted by the Securities and Exchange Commission, you may access a copy of the information statement at www.meridianwastesolutions.com.
This is not a notice of a meeting of shareholders
and no shareholders’ meeting will be held to consider the matters described herein. This Information Statement is being
furnished to you solely for the purpose of informing shareholders of the matters described herein pursuant to Section 14(c) of
the Exchange Act and the regulations promulgated thereunder, including Regulation 14C.
ACCORDINGLY,
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NO PROXY CARD HAS BEEN ENCLOSED
WITH THIS INFORMATION.
This Information Statement will serve as
written notice to shareholders of the Company pursuant to Section 615(c) of the New York Business Corporation Law.
By Order of the Board of Directors,
Jeffrey Cosman
Chief Executive Officer, Chairman
March 9, 2018
THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF MERIDIAN
WASTE SOLUTIONS, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
Meridian Waste Solutions, Inc.
One Glenlake Parkway
Atlanta, GA 30328
Tel: (770) 691-1351
INFORMATION STATEMENT
(Preliminary)
March 9, 2018
NOTICE OF STOCKHOLDER ACTION BY WRITTEN
CONSENT
GENERAL INFORMATION
This Information Statement has been filed
with the Securities and Exchange Commission (the “
SEC
”) and is being sent, pursuant to Section 14C of the Exchange
Act, to the holders of record as of February 19, 2018 (the “
Record Date
”) of common stock, par value $0.025
per share (the “
Common Stock
”), of Meridian Waste Solutions, Inc., a New York corporation (the “
Company
,”
“
we
,” “
our
” or “
us
”), to notify the Common Stockholders of the following:
On February 21, 2018, the Company received
a written consent in lieu of a meeting by the holders of 53.5% of the voting power of the Common Stock, including shares of preferred
stock (the “
Majority Stockholder
”) authorizing the following action:
●
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To approve the conversion of 2,500 shares of the Company’s Series F Preferred Stock and exercisability of warrants to purchase up to 5,319,191 shares of Common Stock (the “
Warrants
”), each as issued in accordance with Securities Purchase Agreements between investors and the Company dated February 21, 2018, resulting in the issuance of common stock exceeding 19.99% of the amount of common stock issued and outstanding, in order to comply with NASDAQ Listing Rule 5635(d) and New York law (the “
Shareholder Approval
”).
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On February 21, 2018, the Company’s
Board of Directors (the “
Board
”) approved the issuance of the Series F Preferred Stock and the Warrants, and
recommended for approval to the Majority Stockholder the Shareholder Approval.
On February 21, 2018, the Majority Stockholder
approved the Shareholder Approval by written consent in lieu of a meeting in accordance with the New York Business Corporations
Act. Accordingly, your consent is not required and is not being solicited.
We will commence mailing the notice
to the holders of Common Stock, warrant holders and holders of the Company’s preferred stock on or about April ____, 2018.
PLEASE NOTE THAT THIS IS NOT A REQUEST
FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN ACTIONS TAKEN BY THE
MAJORITY STOCKHOLDER.
The entire cost of furnishing this Information
Statement will be borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like
parties to forward this Information Statement to the beneficial owners of the Common Stock held of record by them.
The following
table sets forth the name of the Majority Stockholder, the number of shares of Common Stock held by the Majority Stockholder, the
number of shares of Series A Preferred held by the Majority Stockholders, the total number of votes that the Majority Stockholder
voted in favor of the Actions and the percentage of the issued and outstanding voting equity of the Company that voted in favor
thereof.
Name of Majority Stockholder
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Number of Shares of Common Stock held
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Number of Shares of Series A Preferred held
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Number of Votes held by Majority Stockholder
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Number of Votes that Voted in favor of the Actions
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Percentage of the Voting Equity that Voted in favor of the Actions
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Jeffrey Cosman
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1,358,660
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51
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21,648,039
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21,648,039
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53.5
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%
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TOTAL
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1,358,660
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51
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21,648,039
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21,648,039
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53.5
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%
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ACTIONS: APPROVAL OF THE ISSUANCE
OF COMMON STOCK UPON THE CONVERSION OF THE COMPANY’S SERIES F PREFREED STOCK AND UPON THE EXERCISE OF WARRANTS TO PURCHASE
UP TO 5,319,191 SHARES OF COMMON STOCK IN ORDER TO COMPLY WITH NASDAQ LISTING RULE 5635(d).
This Information Statement contains a brief
summary of the material aspects of the actions approved by the Board and the Majority Stockholder.
The Shareholder Approval will become
effective on the date that is twenty (20) calendar days after the mailing of this information statement.
We currently expect that such effective
date will be on or about March ____, 2018.
Series F Preferred Stock
The Company conducted a private placement offering
to accredited investors (the “
Offering
”) of up to $2,250,000 comprised of (i) 2,500 shares of Series F Preferred
Stock, par value $0.001 per share (the “
Series F Preferred Stock
”) and (ii) 5,319,191 warrants (the “
Warrants
”)
to purchase shares of the Company’s common stock, par value $0.025 per share (“
Common Stock
”). In connection
with the Offering the Company has entered into, and expects to continue to enter into, definitive securities purchase agreement
(the “
Securities Purchase Agreements
”).
The Warrants are five year warrants to
purchase shares of Common Stock at an exercise price of $0.95 per share, exercisable upon the earlier to occur of (i) Shareholder
Approval (as defined in the Securities Purchase Agreement) and (ii) the date that is six months after the date of issuance of the
Warrants. The Warrants provide for cashless exercise to the extent that there is no registration statement available for the underlying
shares of Common Stock six months after the date of Issuance of the Warrants. The Warrants contain certain anti-dilution protections,
which include adjustments for price adjustments to the Series F Preferred Stock based on the events triggered by the occurrence
of Trigger Dates. Additionally, the exercise price and the number of shares issuable upon exercise of the Warrants is subject to
appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications,
reorganizations or similar events affecting our common stock. Simultaneously with any adjustment to the Exercise Price, the number
of shares that may be purchased upon exercise of the Warrants shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable thereunder for the adjusted number of shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise). “Trigger Date”
shall mean each of the following dates: (i) the later of (x) the thirtieth day immediately following the date of the effectiveness
of the initial Registration Statement covering any portion of the Registrable Securities (as defined in the Amendment to Certificate)
and (y) the thirtieth day immediately following the date that Shareholder Approval is obtained and deemed effective, (ii) the thirtieth
day following the date of the effectiveness of any other Registration Statement covering any portion of the Registrable Securities,
(iii) the thirtieth day following the six month anniversary of the Closing Date, in the event that all of the Registrable Securities
are not then registered on an effective Registration Statement, (iv) the tenth (10th) Trading Day immediately following the public
announcement of the Asset Sale (or, if earlier, the date of the initial filing with the Commission disclosing the occurrence of
the consummation of the Asset Sale) and (v) thirtieth day immediately following the twelve (12) month anniversary of the Closing
Date, in the event that the Company fails for any reason to satisfy the current public information requirement under Rule 144(c)
at any time during the period commencing on the six month anniversary of the Closing Date through the 12 month anniversary of the
Closing Date and all of the Registrable Securities are not then registered on an effective Registration Statement. “Asset
Sale” means a sale by the Company of all or substantially all of the assets related to the Company’s waste business
occurring prior to April 30, 2018.
Issuance pursuant to the Offering of shares
of Common Stock upon conversion of the Series F Preferred Stock and/or exercise of the Warrants in excess of 3,204,992, as well
as the issuance of additional shares of Common Stock as a result of adjustments pursuant to the terms of such securities, including
due to the occurrence of a Trigger Date, is subject to the approval of a majority of the Company’s shareholders.
Provided that no events requiring adjustment pursuant to the designations for the Series F Preferred or the Warrants occur, the
Offering would result in a maximum of 2,659,596 shares of Common Stock issuable upon conversion of the Series F Preferred Stock
and 5,319,191 shares of Common Stock issuable upon exercise of the Warrants, resulting in a maximum of 7,978,787 shares, assuming
compliance with the respective limitations on conversion or exercise contained within the designations for the Series F Preferred
and Warrants. In the event that adjustments are required due to the Company’s stock price falling, or otherwise, based on
the floor price of $0.20 for the Series F Preferred, and assuming such price applies for the Warrants as well, then the Offering
would result in a maximum of 12,499,987 shares of Common Stock issuable upon conversion of the Series F Preferred Stock and 25,266,157
shares of Common Stock issuable upon exercise of the Warrants, resulting in a maximum of 37,766,145 shares, assuming compliance
with the respective limitations on conversion or exercise contained within the designations for the Series F Preferred and Warrants.
In the event that an adjustment to the Conversion Price of Series F Preferred occurs, to the extent that shares of Series F Preferred
have been converted to shares of Common Stock, such shareholders will receive additional shares of Common Stock such that they
will have received the total number of shares of Common Stock into which the total numbers of shares of Series F Preferred are
convertible, regardless of whether such shares of Series F Preferred have actually been converted.
The Company intends to use the proceeds
of the Offering for strategic acquisitions for the Company’s Technology Division and/or Innovations Division, as well as
general working capital and/or capital expenditures. The Closing occurred following the satisfaction of customary closing conditions.
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.
Effective February 21, 2018, in connection
with the Offering, the Company and the Investor entered into a Registration Rights Agreement (the “
Registration Rights
Agreement
”). Pursuant to the Registration Rights Agreement, the Company shall prepare and, as soon as practicable, but
in no event later than 10 days from the date of the Company’s Annual Report on Form 10-K filed for the year ended December
31, 2017, file with the Securities and Exchange Commission (the “
SEC
”) an initial Registration Statement on
Form S-3 covering the resale of all shares of Common Stock comprising the Units, including shares of Common Stock underlying the
Warrants, or the largest amount thereof permissible. The Company shall use its best efforts to have such initial Registration Statement,
and each other Registration Statement required to be filed pursuant to the terms of the Registration Rights Agreement, declared
effective by the SEC as soon as practicable.
The securities underlying the Warrants
and the securities issued pursuant to the Offering 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.
On February 22, 2018, the Company amended
its Certificate of Incorporation by filing the Certificate of Amendment of the Certificate of Incorporation of the Company with
the Secretary of State of the State of New York (the “
Amendment to Certificate
”), which established 3,400 shares
of the Series F Preferred Stock, having such designations, rights and preferences as set forth therein (the “
Series F
Designations
”), as determined by the Company’s Board of Directors in its sole discretion, in accordance with the
Company’s Certificate of Incorporation and bylaws. The Company filed a copy of the Amendment to Certificate in its Current
Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2018.
The shares of Series F Preferred Stock
have a stated value of $1,000.00 per share and are convertible into Common Stock at a price of $0.94 per share, subject to adjustment
(the “
Conversion Price
”) and earn dividends at the rate of 8% per annum, with such dividends for the first
year earned in advance, to be issued in the form of common stock following Shareholder Approval. The Company and a certain key
stockholder of the Company entered into the Voting Agreement related to the Shareholder Approval.
The shares of Series F Preferred Stock
rank senior to the Common Stock and do not have voting rights.
Based
on the Series F Conversion Price and Series F Warrant Exercise Price (and provided the Company has sufficient authorized shares
of Common Stock to allow for such conversion or exercise), provided that no adjustments were required to the Series F Conversion
Price or Warrant Exercise Price, up to a maximum of 7,978,787
shares
of Common Stock would be issuable upon conversion of Series F Preferred Stock and exercise of the Series F Warrants. Based on
the number of shares of Common Stock outstanding as of the Record Date, but without accounting for the limitations on ownership
set forth in the Series F Designations and Warrants or any adjustments to Series F Conversion Price or Warrant Exercise Price,
such shares would represent approximately 32.25% of our total outstanding shares (giving effect to such issuance). The issuance
of such shares may result in significant dilution to our shareholders, and afford them a smaller percentage interest in the voting
power, liquidation value and aggregate book value of the Company; adjustments to the Series F Conversion Price and/or Warrant
Exercise Price could result in further dilution. The sale or any resale of the Common Stock issued upon conversion of Series F
Preferred Stock and exercise of the Series F Warrants could cause the market price of our Common Stock to decline as well as result
in substantial dilution to other shareholders since the Series F shareholders may ultimately convert and sell the full amount
issuable on conversion. This means that our current shareholders will own a smaller interest in our company and will have less
ability to influence significant corporate decisions requiring shareholder approval.
The Shareholder Approval is required for
the Company to comply with NASDAQ Marketplace Rule 5635(d), which requires shareholder approval prior to the issuance of securities
in connection with a transaction other than a public offering involving (1) the sale, issuance or potential issuance by the Company
of common stock (or securities convertible into or exercisable for common stock) at a price less than the greater of book or market
value which together with sales by officers, directors or Substantial Shareholders (as defined in the NASDAQ Marketplace Rules)
of the Company equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance; or (2) the
sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable common stock)
equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the
greater of book or market value of the stock. Accordingly, until the Shareholder Approval is effective, the Company may not issue
shares of Common Stock upon conversion of the Series F Preferred Stock and/or exercise of the Warrants in excess of 3,204,992.
Effect of Proposal on Current Shareholders.
The issuance of such shares may result
in significant dilution to our shareholders, and afford them a smaller percentage interest in the voting power, liquidation value
and aggregate book value of the Company. The sale or any resale of the Common Stock issued upon conversion of Series F Preferred
Stock and the exercise of the Exchange Warrants could cause the market price of our Common Stock to decline as well as result in
substantial dilution to other shareholders since the Stockholders may ultimately convert and sell the full amount issuable on conversion.
This means that our current shareholders will own a smaller interest in our company and will have less ability to influence significant
corporate decisions requiring shareholder approval.
Further Information.
The terms of the Certificate of Designation
for the Series F Preferred Stock, the Securities Purchase Agreement, the Form of Warrants, Form of Registration Rights Agreement
and Voting Agreement are complex and only briefly summarized above. For further information, please refer to the descriptions contained
in the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2018, and the transaction documents filed
as exhibits to such report. The discussion herein is qualified in its entirety by reference to such filed transaction documents.
Dissenters’ Rights
Under the New York Business Corporation
Law, stockholders will not be entitled to dissenters’ rights with respect to the Shareholder Approval, and we do not intend
to independently provide stockholders with such rights.
ACTIONS TO BE TAKEN
This Information Statement contains a
brief summary of the material aspects of the actions approved by the Board and the Majority Stockholder.
The Shareholder Approval will become
effective on the date that is twenty (20) calendar days after the mailing of this information statement to stockholders.
We currently expect that such effective
date will be on or about April ____, 2018.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of
February 19, 2018, certain information regarding beneficial ownership of our Common Stock (a) by each person known by us to be
the beneficial owner of more than five percent of the outstanding shares of Common Stock, Series A preferred stock, Series D preferred
stock and Series E preferred stock, (b) by each director of the Company, (c) by the named executive officers (determined in accordance
with Item 402 of Regulation S-K) and (d) by all of our current executive officers and directors as a group.
We have determined
beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”). Except as indicated
by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table
below have sole voting and investment power with respect to all shares of Common Stock, Series A Preferred Stock, Series D Preferred
Stock and Series E Preferred Stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based
on 16,764,754 shares of Common Stock outstanding as of February 19, 2018. In computing the number of shares of Common Stock
beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of Common Stock
subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days
of February 19, 2018. In addition, as of February 19, 2018, 51 shares of Series A Preferred Stock, 106,950 shares of Series D Preferred
Stock and 233,500 shares of Series E Preferred Stock were outstanding. We did not deem such options or shares of Preferred Stock
outstanding, however, for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address
of each beneficial owner listed in the table below is c/o Meridian Waste Solutions, Inc., One Glenlake Parkway NE, Suite 900, Atlanta,
Georgia 30328.
Name and Address of Beneficial Owner
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Common Stock Owned Beneficially
|
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Percent of Class
|
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Series A Preferred Stock Owned Beneficially
|
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Percent of Class
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Series D Preferred Stock Owned Beneficially
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Percent of Class
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Series E Preferred Stock Owned Beneficially
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Percent of Class
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Named Executive Officers and Directors
|
Jeffrey S. Cosman, Chief Executive Officer, Chairman
|
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1,358,660
|
(1)
|
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7.96
|
%
|
|
|
51
|
|
|
|
100.00
|
%
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
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Chris Diaz, Chief Financial Officer
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
Walter H. Hall, President, Chief Operating Officer and Director
|
|
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175,350
|
|
|
|
1.05
|
%
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
Joseph Ardagna, Director
|
|
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21,583
|
(4)
|
|
|
|
*
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
Jackson Davis, Director
|
|
|
21,583
|
(4)
|
|
|
|
*
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
Thomas Cowee, Director
|
|
|
21,583
|
(4)
|
|
|
|
*
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
All directors and officers as a group (6 persons)
|
|
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1,598,759
|
|
|
|
9.37
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%
|
|
|
51
|
|
|
|
100.00
|
%
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
|
|
―
|
|
5% or greater shareholders
|
Clayton Struve
175 W. Jackson Blvd.,
Suite 440
Chicago, IL 60604(3)
|
|
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1,794,927
|
|
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10.59
|
%
|
|
|
―
|
|
|
|
―
|
|
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97,850
|
|
|
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91.49
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%
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150,000
|
|
|
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64.24
|
%
|
D-Beta One EQ, Ltd.
1012 Springfield Ave.
Mountainside, NJ 07092
|
|
|
―
|
|
|
|
―
|
|
|
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―
|
|
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―
|
|
|
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―
|
|
|
|
―
|
|
|
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50,000
|
|
|
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21.41
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%
|
Total
|
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3,393,686
|
|
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19.67
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%
|
|
|
51
|
|
|
|
100.00
|
%
|
|
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97,850
|
|
|
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91.49
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%
|
|
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200,000
|
|
|
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85.65
|
%
|
* Less than 1%
|
(1)
|
Includes 1,560 shares of the Common Stock of the Company issued to Rush the Puck, LLC, a limited
liability company in which Mr. Cosman and his wife are the sole members and 20,000 shares of the Common Stock of the Company issued,
in the aggregate, to four limited liability companies in which Mr. Cosman is the manager. Includes 302,663 warrants to purchase
Common Stock at an exercise price of $5.16 per share. Does not reflect voting power conferred by ownership of Series A Preferred
Stock.
|
|
(2)
|
Excludes 3,750 non-employee options to purchase Common Stock at $20 per share.
|
|
(3)
|
Includes 181,598 warrants to purchase Common Stock at an exercise price of $5.16 per share; does
not include (i) 978,500 shares of Common Stock underlying shares of Series D Preferred Stock, which may not be converted to the
extent that it would result in such owner holding more than 4.99%, unless waived upon 60 days’ notice, but shall in no event
exceed 19.99%, of the Company’s outstanding shares, (ii) 1,100,000 shares of Common Stock underlying shares of Series E Preferred
Stock, the conversion terms of which are subject to the Shareholder Approval and which may not be converted to the extent that
it would result in such owner holding more than 4.99%, unless waived upon 60 days’ notice, but shall in no event exceed 19.99%,
of the Company’s outstanding shares, (iii) 1,467,750 warrants to purchase Common Stock at an exercise price of $1.44 per
share, which cannot be exercised prior to March 9, 2018 and which may not be exercised to the extent that it would result in such
owner holding more than 4.99%, unless waived upon 60 days’ notice, but shall in no event exceed 19.99%, of the Company’s
outstanding shares; and (v) 1,650,000 warrants to purchase Common Stock at an exercise price of $1.20 per share, which cannot be
exercised prior to April 18, 2018 and which may not be exercised to the extent that it would result in such owner holding more
than 4.99%, unless waived upon 60 days’ notice, but shall in no event exceed 19.99%, of the Company’s outstanding shares.
|
|
(4)
|
Excludes 3,750 non-employee options to purchase Common Stock at $20.00 per share.
|
There are no arrangements, known to the
Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result
in a change in control of the Company.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
SHARING AN ADDRESS
If hard copies of the materials are requested,
we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received
contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to
reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address
and (iii) the address to which the Company should direct the additional copy of the Information Statement, to Meridian Waste Solutions,
Inc., One Glenlake Parkway, Atlanta, Georgia 30328.
If multiple stockholders sharing an address
have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder
a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally,
if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings
and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request
may also be made by mail or telephone to the Company’s principal executive offices.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
INFORMATION
This Information Statement may contain
“forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. The statements include, but are not limited to, statements concerning the effects of the Shareholder Approval
and statements using terminology such as “expects,” “should,” “would,” “could,”
“intends,” “plans,” “anticipates,” “believes,” “projects” and “potential.”
Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties
and assumptions. Known and unknown risks, uncertainties and other factors could cause actual results to differ materially from
those contemplated by the statements.
In evaluating these statements, you should
specifically consider various factors that may cause our actual results to differ materially from any forward-looking statements.
You should carefully review the risks listed, as well as any cautionary language, in this Information Statement and the risk factors
detailed under “Risk Factors” in the documents incorporated by reference in this Information Statement, which provide
examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe
in our forward-looking statements. There may be other risks that we have not described that may adversely affect our business and
financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained in this Information
Statement. We caution you not to rely upon any forward-looking statement as representing our views as of any date after the date
of this Information Statement. You should carefully review the information and risk factors set forth in other reports and documents
that we file from time to time with the SEC.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements
of the Exchange Act, and in accordance therewith, file reports, information statements and other information, including annual
and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. Reports and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Washington, DC 20549. In
addition, the SEC maintains a web site on the Internet (
http://www.sec.gov
) that contains reports, information statements
and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and
Retrieval System.
A copy of any public filing is also available,
at no cost, by writing to Meridian Waste Solutions, Inc., One Glenlake Parkway, Atlanta, Georgia 30328. Any statement contained
in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement
contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference)
modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information
Statement except as so modified or superseded.
This Information Statement is provided
to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in
accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
Jeffrey Cosman
Chairman and Chief Executive Officer
Dated: March 9, 2018
Attis Industries (NASDAQ:ATIS)
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