Attached files
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EX-99.1 - PRESS RELEASE DATED JANUARY 24, 2017 - Attis Industries Inc. | mrdn_ex991.htm |
EX-5.1 - OPINION OF LUCOSKY BROOKMAN LLP - Attis Industries Inc. | mrdn_ex51.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Attis Industries Inc. | mrdn_ex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): January 24, 2017
MERIDIAN WASTE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
New York
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001-13984
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13-3832215
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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12540 Broadwell Road, Suite 2104
Milton, GA 30004
(Address
of principal executive offices)
(678) 871-7457
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive
Agreement.
On
January 24, 2017 Meridian Waste , Inc., a New York Corporation (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 Company’s 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.
Pursuant
to the Underwriting Agreement, the Company granted the 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.
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, pursuant to the terms of the Underwriting
Agreement and related “lock-up” agreements, the
Company, each director and executive officer of the Company, and
the Company’s 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 Company’s principal stockholders, subject
to extensions in certain circumstances.
The Offering is expected to close on January 30, 2017, subject to
the satisfaction of customary closing conditions.
The
Company expects to receive approximately $10,815,635 in net
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.
The
Warrants will be issued pursuant to a warrant agency agreement to
be 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
Offering was made pursuant to a prospectus dated January 24, 2017,
pursuant to the Company’s 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.
The Underwriting Agreement is included as an exhibit to this
Current Report on Form 8-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.
The
foregoing description of the Underwriting Agreement and the
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.
Item 8.01 Other Events.
On
January 24, 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.
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Item 9.01. Exhibits
(d) Exhibits
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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*
filed herewith
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MERIDIAN
WASTE SOLUTIONS, INC.
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Date: January 26,
2017
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By:
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/s/
Jeffrey
Cosman
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Name: Jeffrey
Cosman
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Title: Chief
Executive Officer
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