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 June 28, 2017, Meridian Waste Solutions, Inc., a New York
corporation (the Company) entered into an underwriting agreement
(the Underwriting Agreement) with Roth Capital Partners, LLC and
Joseph Gunnar Co., LLC (the Underwriters), with respect to the
issuance and sale in an underwritten public offering (the
Offering) by the Company of an aggregate of 2,000,000 shares (the
Shares) of the Companys common stock, $0.025 par value per share
(Common Stock) and five year warrants to purchase up to 500,000
shares of Common Stock with an exercise price of $1.90 per Share
(the Warrants), at a combined public offering price of $1.75 per
share of Common Stock and quarter-Warrant. to the Underwriting
Agreement, the Company granted the Underwriters a 45-day option
to purchase up to an additional 300,000 shares of Common Stock
and/or 75,000 Warrants to purchase shares of Common Stock with an
exercise price of $1.90 per share. to the Underwriting Agreement,
the Company agreed to issue and sell to the Underwriters for an
aggregate purchase price of $100 a warrant (the Representatives
Warrant) to purchase up to 100,000 shares of Common Stock. The
Representatives Warrant is exercisable from December 27, 2017
through December 27, 2022 and has an exercise price of $2.19 per
share of Common Stock. to FINRA rules, the Representatives
Warrant is subject to a 180-day lock-up to which the holder will
not sell, transfer, assign, pledge, or hypothecate the
Representatives Warrant or the securities underlying the
Representatives Warrant, nor will it engage in any hedging, short
sale, derivative, put, or call transaction that would result in
the effective economic disposition of the Representatives Warrant
or the underlying securities for a period of 180 days from the
date of the prospectus relating to the Offering. The Underwriting
Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. In addition, to the terms of the Underwriting
Agreement and related lock-up agreements, the Company and each
director and executive officer of the Company has agreed, subject
to certain exceptions, not to sell, transfer or otherwise dispose
of securities of the company during the three-month period
following the date of the Underwriting Agreement, subject to
extensions in certain circumstances. Roth Capital Partners, LLC
and Joseph Gunnar Co., LLC are acting as the book-running
managers for the Offering.
The representations, warranties and covenants contained in the
Underwriting Agreement were made only for the purpose of such
agreements and as of the specific dates, were solely for the
benefit of the parties to such agreements, and may be subject to
limitations agreed upon by the contracting parties. The foregoing
descriptions of the Underwriting Agreement, form of Warrant and
form of Representatives Warrant do not purport to be complete and
are qualified in their entirety by reference to the full text of
the Underwriting Agreement, form of Warrant, and form of
Representatives warrant which are filed as Exhibit 1.1, 4.1, and
4.2 hereto, respectively, and are incorporated herein by
reference. A copy of the opinion of Lucosky Brookman LLP relating
to the legality of the issuance and sale of the Shares, the
Warrants, the Representatives Warrant, and the shares issuable on
the exercise of the Warrants and the Representatives Warrant is
attached as Exhibit 5.1 hereto.
The gross proceeds to the Company from the sale of the Shares and
the Warrants in the Offering are approximately $3,500,000, before
deducting the underwriting discount and other estimated offering
expenses payable by the Company (or, if the over-allotment option
is exercised in full, approximately $4,025,000). The Company
expects to use the net proceeds of the Offering for capital
expenditures, repayment of indebtedness and working capital.
The Offering is being made to preliminary prospectus supplements,
dated June 23, 2017, June 23, 2017 and June 28, 2017, and a final
prospectus supplement, dated June 29, 2017, together with an
accompanying base prospectus dated June 15, 2017 under the
Companys existing shelf registration statement on Form S-3 (File
No. 333-216621).
The Offering is expected to close on or about June 30, 2017,
subject to the satisfaction of customary closing conditions.
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 securities underlying the issuance of the Representatives
Warrants described in this Item 3.02 and Item 1.01 of this
Current Report on Form 8-K 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 because the issuance of securities by us did not
involve a public offering 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.
Item 8.01 Other Events
On June 28, 2017, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is
attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1* |
Underwriting Agreement dated June 28, 2017, between Meridian Waste Solutions, Inc., Roth Capital Partners, LLC and Joseph Gunnar Co., LLC |
|
| 4.1* | Form of Warrant | |
| 4.2* | Form of Representatives Warrant | |
| 5.1* | Opinion of Lucosky Brookman LLP | |
| 23.1* |
Consent of Lucosky Brookman LLP (Included in Opinion of Lucosky Brookman LLP, Exhibit 5.1) |
|
|
99.1* |
Press Release dated June 28, 2017 |
*filed herewith
Meridian Waste Solutions, Inc. ExhibitEX-1.1 2 f8k062817ex1i_meridian.htm UNDERWRITING AGREEMENT DATED JUNE 28,…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.