MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
As previously disclosed in the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on February 16, 2018 by Meridian Waste Solutions, Inc. (the “Company”), the majority shareholders of the Company approved, effective 20 days after the mailing such Definitive Information Statement, and to action by the Company’s Board of Directors, the following actions (collectively, the “Securities Amendments”): (i) amending the “Conversion Price” of the Series D Preferred Stock, par value $0.001 per share (the “Series D Preferred”), (ii) amending the “Exercise Price” for the warrants to purchase common stock issued in connection with the Series D Preferred (the “Preferred D Warrants”); (iii) amending the “Initial Exercise Date” for the Preferred D Warrants; (iv) amending the “Conversion Price” of the Series E Preferred Stock par value $0.001 per share (the “Series E Preferred”), (v) amending the “Exercise Price” for the warrants to purchase common stock issued in connection with the Series E Preferred (the “Series E Warrants”), and (vi) amending the “Initial Exercise Date” for the Series E Warrants.
On March 13, 2018, such of the Securities Amendments relating to the Series D Warrants and Series E Warrants became effective, resulting in (i) the inclusion of additional provisions to provide for adjustment to the Exercise Price for issuances at prices below the Exercise Price and (ii) the changing of the Initial Exercise Date for the Series E Warrants to March 13, 2018. No amendment was made with respect to the Exercise Date of the Series D Warrants because such warrants were exercisable as of March 13, 2018.
The foregoing descriptions of the Securities Amendments do not purport to be complete and are subject to, and qualified in their entirety by, the Company’s Certificate of Amendment to Certificate of Incorporation, Form of Series D Warrant and Form of Series E Warrant, copies of which are attached as Exhibits 3.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.03 Material modifications to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
On March 13, 2018, the Company amended its Certificate of Incorporation by filing the Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of New York (the “Amendment to Certificate”), which amended the designations of the Series D Preferred and the Series E Preferred to reflect the inclusion of additional provisions to provide for adjustment to the Conversion Price for issuances at prices below the Conversion Price.
The foregoing descriptions of the Amendment to Certificate does not purport to be complete and is subject to, and qualified in its entirety by, the Amendment to Certificate, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
*filed herewith
Meridian Waste Solutions, Inc. ExhibitEX-3.1 2 f8k031318ex3-1_meridianwaste.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF 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.
