MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2017, Meridian Waste Solutions, Inc., a New York
corporation (the Company) entered into a share exchange agreement
(the Share Exchange Agreement) with Mobile Science Technologies,
Inc., a Georgia corporation (MSTI) and its shareholders. to the
Share Exchange Agreement, the Company purchased 28,333,333 shares
of MSTI in exchange for 1,083,017 shares of the Companys common
stock (the Purchase Shares), valued at $2.90 per share, to be
paid to MSTI selling shareholders (the MSTI Selling
Shareholders). In accordance with the payment schedule contained
in the Share Exchange Agreement, 403,864 of the Purchase Shares
were issued as of the closing date, with the remaining 679,153
Purchase Shares to be issued upon certain milestones; however, if
the milestones are not attained, such Purchase Shares will be
issued on April 21, 2018. The Selling Shareholders included
Walter H. Hall, Jr., the Companys President, Chief Operating
Officer and a director, and four limited liability companies
managed by Jeffrey Cosman, the Companys Chief Executive Officer
and Chairman. Upon closing of the Share Exchange Agreement, the
Company assumed all financial and contractual obligations of MSTI
incurred both prior to and after the closing. Prior to its
entering into the Share Exchange Agreement, the Company owned
5,000,000 shares of MSTI, or 15% of the issued and outstanding
stock of MSTI; as a result of the closing of the Share Exchange
Agreement the Company became the owner of 100% of the shares of
MSTI.
Prior to the approval of the Share Exchange Agreement by the
Companys Board of Directors and prior to the Companys entry into
the Share Exchange Agreement, the Company obtained a fairness
opinion from a third party investment bank opining that the
consideration to be paid by the Company in the Share Exchange
Agreement is fair from a financial point of view.
The above description of the Share Exchange Agreement does not
purport to be complete and is qualified in its entirety by the
full text of the Share Exchange Agreement, which is attached
hereto as Exhibit 10.1 to this Current report on Form 8-K and
incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
As described in Item 1.01, on April 21, 2017, as a result of the
Share Exchange Agreement MSTI became a wholly-owned subsidiary of
the Company.
MSTI is a technology service provider and builder of mobile
applications with an emphasis on applications that enable
efficient two-way communications between organizations and
entities such as municipalities and their respective customers or
citizens. MSTIs applications allow for communication with a large
number of users through both mass messaging, as well as private,
direct correspondence with individuals.
MSTI applications also allow for simplified invoices, payment
remittance and customer service requests, saving time and money
compared with traditional paper invoicing and check remittance
systems. Realizing the trend of various industries continuing to
adopt mobile payment systems, MSTIs capabilities will be focused
on bringing mobile payment systems to the solid waste industry.
One of MSTIs flagship applications is Bright City. Bright City
offers its users features including a news feed containing local
news, the ability to purchase tickets to local events, the
ability to report and become alerted about emergency situations,
the ability report infrastructure issues, among other
capabilities. The Company seeks to utilize the technology
underlying MSTIs current applications to develop an enhanced
communication system between the Company and its customers.
The information set forth in Item1.01 is incorporated into this
Item 2.01 by reference.
Item 3.02Unregistered Sales of Equity
Securities.
The information described in Item1.01 is incorporated by
reference into this Item3.02.
The securities issued to the Share Exchange Agreement were not
registered under the Securities Act of 1933, as amended (the
Securities Act). These securities qualified for exemption under
Section 4(a)(2) of the Securities Act since the issuance of
securities by us did not involve a public offering. The offering
was not a public offering as defined in Section 4(a)(2) due to
the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of securities
offered. We did not undertake an offering in which we 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 as 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, we have 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
| Exhibit No. | Description | |
| 10.1* |
Form of Share Exchange Agreement, dated April 21, 2017 by and among Meridian Waste Solutions, Inc., Mobile Science Technologies, Inc. and its shareholders |
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. MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN) Recent Trading Information
MERIDIAN WASTE SOLUTIONS, INC. (OTCMKTS:MRDN) closed its last trading session down -0.25 at 3.13 with 22,135 shares trading hands.