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.
(the Company) entered into an underwriting agreement (the
Underwriting Agreement) with Joseph Gunnar Co., LLC, as
representative of the several underwriters listed therein (the
Underwriters), with respect to the issuance and sale in an
underwritten public offering (the Offering) by the Company of an
aggregate 3,000,000 shares of the Companys common stock, par
value $0.025 per share (Shares) and warrants to purchase up to an
aggregate of 3,000,000 shares of common stock (the Warrants), at
a combined public offering price of $4.13 per unit comprised of
one Share and one Warrant. Each warrant is exercisable for five
years from issuance and has an exercise price equal to $5.16.
Underwriters a 45-day option to purchase up to an additional
450,000 Shares and/or 450,000 Warrants. Axiom Capital Management,
Inc. acted as a co-manager for the offering.
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, each director and executive officer of the Company, and
the Companys principal stockholders have agreed, subject to
certain exceptions, not to sell, transfer or otherwise dispose of
securities of the Company for a period of 180 days after the date
of the Underwriting Agreement, in the case of the Company and its
directors and officers, and 90 days after the date of the
Underwriting Agreement, in the case of the Companys principal
stockholders, subject to extensions in certain circumstances.
the satisfaction of customary closing conditions.
proceeds from the Offering after deducting the underwriting
discount and other estimated offering expenses payable by the
Company (or, if the over-allotment option is exercised in full,
approximately $12,544,040). The Company expects to use the net
proceeds of the Offering for capital expenditures, potential
acquisitions, repayment of certain debt obligations, working
capital, and other general corporate purposes.
entered into by and between the Company and Issuer Direct
Corporation, as warrant agent. The Warrants will be listed on The
Nasdaq Capital Market under the symbol MRDNW.
the Companys registration statement on Form S-1, as amended (File
No. 333-213579), which was declared effective with the Securities
and Exchange Commission (the SEC) on January 24, 2017.
Current Report on Form8-K to provide investors and security
holders with information regarding its terms. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreements and as of 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.
Warrants does not purport to be complete and is qualified in its
entirety by reference to the full text of the Underwriting
Agreement and form of Warrant Agency Agreement, which are filed
as Exhibit 1.1 and 4.1 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 and the shares issuable upon exercise of the
Warrants is attached as Exhibit 5.1 hereto.
announcing the pricing of the Offering. A copy of the press
release is attached as Exhibit 99.1 hereto.
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Exhibit No.
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Exhibit
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1.1*
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Underwriting Agreement dated January 24, 2017, by and
among Meridian Waste Solutions, Inc. and Joseph Gunnar Co., LLC as representative of the several underwriters named therein. |
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4.1
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Form of Warrant Agency Agreement by and between Meridian
Waste Solutions, Inc. and Issuer Direct Corporation , including the form of Warrant(incorporated herein by reference to Exhibit 4.20 to Meridian Waste Solutions, Inc. Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on November 18, 2016) |
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5.1*
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Opinion of Lucosky Brookman LLP
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23.1
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Consent of Lucosky Brookman LLP (Included in Opinion of
Lucosky Brookman LLP, Exhibit 5.1) |
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99.1*
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Press Release dated January 24, 2017
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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 -0.03 at 3.20 with 377 shares trading hands.
