Attached files
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| EX-10.2 - REGISTRATION RIGHTS AGREEMENT - Attis Industries Inc. | mrdn_ex102.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 30, 2017
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)
(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.
Effective
January 30, 2017, Meridian Waste Solutions, Inc, (the
“Company”) and Goldman, Sachs & Co.
(“GS”) entered into a Registration Rights Agreement
(the “Registration Rights Agreement”) pursuant to that
certain Amended and Restated Warrant Cancellation Agreement between
the Company and GS (the “Warrant Cancellation
Agreement”). Pursuant to the Registration Rights Agreement,
GS was granted certain registration rights with respect to
421,326 shares of the
Companyís common stock issued to GS pursuant to the Warrant
Cancellation Agreement, upon the closing on January 30, 2017 of a
Qualified Offering as defined in the Warrant Cancellation
Agreement, provided that such registration rights will not be
exercisable and will not permit the filing of any registration
statement during the lock-up period to which GS is
subject.
Pursuant to the Warrant Cancellation Agreement, GS entered into a
lock-up agreement, prohibiting the offer for sale, issue, sale,
contract for sale, pledge or other disposition of any of the
Company’s common stock or securities convertible into common
stock for a period of 180 days after the date of the filing of the
Company’s prospectus in connection with the Company’s
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the “Commission”) on September 9,
2016, as amended, and no registration statement for any of the
Company’s common stock owned by GS can be filed during such
lock-up period (the “Lock-up Period”).
Pursuant to the Registration Rights Agreement, GS received the
following rights: (i) demand registration rights, providing
that the holder may demand that the Company file registration
statements, including a shelf registration statement (if the
Company is eligible at such time to utilize a shelf registration
for such shares) at any time; (ii) piggyback registration rights,
providing that the holder be given notice of a proposed
registration of Equity Securities in connection with an
underwritten public offering of such Equity Securities and upon
request of holder, the Company shall cause such shares to be
registered; (iii) preemptive rights to participate pro rata in
raises of senior capital (including Equity Securities,
indebtedness, debt securities other than shares of Common Stock (or
Equity Securities convertible or exercisable or exchangeable
(directly or indirectly) for Common Stock) or first lien
indebtedness for borrowed money; (iv) information rights and the
right to appoint a non-voting observer to the Company's Board of
Directors; and (v) indemnification rights; provided, however, that
such rights will not be exercisable during the Lock-up
Period.
The above description of the Registration Rights Agreement does not
purport to be complete, and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement,
which is attached as Exhibit 10.2 to this Current Report on Form
8-K and is incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security
Holders
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Amended
and Restated Warrant Cancellation and Stock Issuance
Agreement (incorporated by reference to Exhibit 4.25 to the
Meridian Waste Solutions, Inc. Amendment No. 5 to the Registration
Statement on Form S-1 filed with the SEC on January 11,
2017)
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Registration
Rights Agreement dated as of January 30, 2017, entered into by and
between Meridian Waste Solutions, Inc., and Goldman, Sachs &
Co.*
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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: February 3,
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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