MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN) Files An 8-K Entry into a Material Definitive AgreementItem 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 to the Termination Agreement between the Company and YA dated November 20, 2017 (the “Termination Agreement”). 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 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
Meridian Waste Solutions, Inc. ExhibitEX-10.2 2 f8k112017ex10-2_meridian.htm TERMINATION AGREEMENT Exhibit 10.2 MERIDIAN WASTE SOLUTIONS,…To view the full exhibit click here
About MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN)
Meridian Waste Solutions, Inc., formerly Brooklyn Cheesecake & Desserts Company, Inc., is an integrated provider of non-hazardous solid waste collection, transfer and disposal services in Missouri. The Company is primarily in the business of residential and commercial waste hauling and has contracts with various cities and municipalities. As of September 30, 2016, the Company, through its subsidiaries, provides solid waste collection services to approximately 65,000 industrial, commercial and residential customers in the Metropolitan St. Louis, Missouri area. The Company operates through Here To Serve Missouri Waste Division, LLC (HTSMWD), Here To Serve Georgia Waste Division, LLC (HTSGWD), Meridian Land Company, LLC (MLC), and Christian Disposal, LLC and subsidiary (CD). In addition, it rents waste containers and provides collection services to construction, demolition and industrial sites.
