Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
1.
|
Names of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number
of
Shares
|
5.
|
Sole Voting Power
0
|
Beneficially
Owned by
Each
|
6.
|
Shared
Voting Power
387,123
|
Reporting
Person With:
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
387,123
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
387,123
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.7%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
IN;
HC
|
|
|
|
|
1.
|
Names
of Reporting Persons.
Daniel
B. Asher
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
|
5.
|
Sole
Voting Power
0
|
Beneficially
Owned by
Each
|
6.
|
Shared
Voting Power
387,123
|
Reporting
Person With:
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
387,123
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
387,123
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.7%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
IN;
HC
|
|
|
|
|
1.
|
Names
of Reporting Persons.
Intracoastal
Capital LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number
of
Shares
|
5.
|
Sole
Voting Power
0
|
Beneficially
Owned by
Each
|
6.
|
Shared
Voting Power
387,123
|
Reporting
Person With:
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
387,123
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
387,123
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.7%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
Item
1.
(a)
Name of Issuer
Meridian
Waste Solutions, Inc. (the “
Issuer
”)
(b)
Address of Issuer’s Principal Executive Offices
One
Glenlake Parkway NE, Suite 900
Atlanta, GA 30328
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“
Mr. Kopin
”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr.
Asher
”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
”
and together with Mr. Kopin and Mr. Asher, collectively the “
Reporting Persons
”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit
1
, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
stock, $0.025 par value per share, of the Issuer (the “
Common Stock
”).
(e)
CUSIP Number
58985L209
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not
applicable.
(a)
and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on November 29, 2017 (the “
SPA
”)
(as disclosed by the Issuer with the Securities and Exchange Commission on December 5, 2017), each of the Reporting Persons may
have been deemed to have beneficial ownership of 1,015,279 shares of Common Stock, which consisted of
(i)
728,156 shares of Common Stock that was to be
issued to Intracoastal at the closing
of the transactions contemplated by the SPA and (ii) 287,123 shares of Common Stock issuable upon exercise of a warrant that was
to be issued to Intracoastal at the closing of the transactions contemplated by the SPA (“
Intracoastal Warrant 1
”),
and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 7.8% of the Common
Stock, based on (1)
11,955,274
shares of Common Stock outstanding as of November
29, 2017 prior to the execution of the SPA as reported by the Issuer, plus (2) 728,156 shares of Common Stock that was to be
issued
to Intracoastal at the closing of the transactions contemplated by the SPA and (3) 287,123 shares of Common Stock issuable upon
exercise of the Intracoastal Warrant
. The foregoing excludes (I) 258,994
shares of
Common Stock issuable upon exercise of a second warrant that was to be issued to Intracoastal at the closing of the transactions
contemplated by the SPA (“
Intracoastal Warrant 2
”) because Intracoastal Warrant 2 is not exercisable until
June 1, 2018, (II) 100,000 shares of Common Stock issuable upon conversion of 10,000 shares of Series E Preferred Stock, $0.001
par value per share, of the Issuer (the “
Preferred Stock
”) held by Intracoastal because the terms of the Preferred
Stock contain a blocker provision under which the holder thereof
does not have the right to convert the Preferred Stock
to the extent that such conversion would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, of more than 4.99% of the Common Stock, and (III) 150,000 s
hares
of Common
Stock issuable upon exercise of a warrant held by Intracoastal (“
Intracoastal Warrant 3
”)
because
Intracoastal Warrant 3 is not exercisable until April 18, 2018 (
and
Intracoastal
Warrant 3 also contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal
Warrant 3 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other person or entity acting as a group together with the holder or any of the holder’s affiliates,
of more than 4.99% of the Common Stock). Without such blocker provisions (and assuming Intracoastal Warrant 2 and Intracoastal
Warrant 3 were currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,524,273
shares of Common Stock.
(ii) As
of close of business on December 8, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership of 387,123
shares
of Common Stock, which consisted of (i)
287,123
shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (ii) 100,000 shares of Common Stock issuable upon
conversion of 10,000 shares of Preferred Stock held by Intracoastal
, and all such shares of Common Stock in the aggregate
represent beneficial ownership of approximately 2.7% of the Common Stock, based on (1)
11,955,274
shares of Common Stock outstanding as of November 29, 2017 prior to the execution of the SPA as reported by the Issuer,
plus (2) 1,868,933 shares of Common Stock issued at the closing of the transactions contemplated by the SPA, (3)
287,123
shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (4) 100,000 shares of Common Stock issuable upon conversion
of 10,000 shares of Preferred Stock held by Intracoastal.
The foregoing excludes (I) 258,994
shares
of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 is not exercisable until June
1, 2018, and (II)
150,000 s
hares
of Common Stock issuable upon exercise of
Intracoastal Warrant 3
because Intracoastal Warrant 3 is not exercisable until April 18,
2018 (
and
Intracoastal Warrant 3 also contains a blocker provision under which the
holder thereof
does not have the right to exercise Intracoastal Warrant 3 to the extent that such exercise would result
in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other person or entity acting
as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock). Without
such blocker provision (and assuming Intracoastal Warrant 2 and Intracoastal Warrant 3 were currently exercisable), each of the
Reporting Persons may have been deemed to have beneficial ownership of 796,117 shares of Common Stock.
(c)
Number
of shares as to which each Reporting Person has:
(1)
Sole power to vote or to direct the vote:
0
.
(2)
Shared power to vote or to direct the vote:
387,123
.
(3)
Sole power to dispose or to direct the disposition of
0
.
(4)
Shared power to dispose or to direct the disposition of
387,123
.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following
þ
.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: December 11, 2017
|
/s/
Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel B. Asher
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell P. Kopin,
Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: December 11, 2017
|
/s/
Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel B. Asher
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell P. Kopin,
Manager
|
Page 9 of 9