Attached files
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| EX-10.1 - FORM OF SECURITIES EXCHANGE AGREEMENT - Attis Industries Inc. | mrdn_ex101.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): October 13, 2016
MERIDIAN WASTE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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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)
(404) 539-1147
(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.
Effective
October 13, 2016, Meridian Waste Solutions, Inc., a New York
corporation (the “Corporation”), entered
into those certain securities exchange agreements (the
“Securities Exchange
Agreements”) by and between the Corporation and each
holder of the Corporation’s Series B Preferred Stock, par
value $0.001 per share (the “Series B Preferred”),
(collectively, the “Holders” and each,
individually, a “Holder”) to effect the
exchange of all shares of Series B Preferred for shares of the
Corporation’s common stock.
Pursuant
to the Securities Exchange Agreements, the Corporation agreed to
issue to the Holders a total of nine million nine hundred
ninety-nine thousand nine hundred ninety-nine (9,999,999) shares of
the Corporation’s common stock, par value $0.025 per share
(the “Common
Stock”), with each Holder being issued three million
three hundred thirty-three thousand three hundred thirty-three
(3,333,333) shares of Common Stock, subject to and in accordance
with the terms set forth in the Securities Exchange Agreements in
consideration for the cancellation of all shares of Series B
Preferred owned by the Holders. Upon cancellation of the Series B
Preferred pursuant to the Securities Exchange Agreements, there are
no shares of Series B Preferred issued and
outstanding.
The
above descriptions of the Securities Exchange Agreements do not
purport to be complete and are qualified in their entirety by the
full text of the form of such document, which is attached as an
exhibit to this Current Report on Form 8-K and incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item
2.03.
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 issued pursuant to the Offering were not registered
under the Securities Act of 1933, as amended (the “Securities
Act”), but qualified for exemption under Section 4(a)(2) of
the Securities Act. The securities were exempt from registration
under Section 4(a)(2) of the Securities Act because the issuance of
such securities by the Company did not involve a “public
offering,” as defined in Section 4(a)(2) of the Securities
Act, due to the insubstantial number of persons involved in the
transaction, size of the offering, manner of the offering and
number of securities offered. The Company did not undertake an
offering in which it 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 since they agreed to, and received, share
certificates bearing a legend stating that such securities are
restricted pursuant 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, the Company has met the requirements to qualify for
exemption under Section 4(a)(2) of the Securities Act.
Item 9.01 Exhibits.
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Exhibit No.
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Description
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Form of
Securities Exchange Agreement for Series B Preferred Stock, dated
October 13, 2016*
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*filed
herewith
2
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:
October 18, 2016
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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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