Business Context and Reporting Period
This Form 8-K is filed by Dataram Corporation (not U.S. Gold Corp., which is the target of a planned acquisition) for the reporting date of March 21, 2017. The filing addresses a notice of non-compliance with NASDAQ Capital Market listing requirements.
Key Financial Metrics
- Stockholders' Equity: $2,136,955 (as reported in the Form 10-Q for the quarter ended January 31, 2017).
- Required Minimum Equity: $2,500,000 (per NASDAQ Listing Rule 5550(b)(1)).
- Revenue, Profit, Cash Flow, Debt: The filing text does not provide a clear value for these metrics.
Material Changes and Listing Status
On March 21, 2017, Dataram Corporation received notification from NASDAQ that it failed to meet the minimum stockholders' equity requirement of $2,500,000. The company's reported equity of $2,136,955 falls below this threshold. The company currently does not meet alternative listing standards. This notification does not immediately impact the company's listing status.
Outlook, Management Commentary, and Risks
- Compliance Plan: The company has 45 calendar days (until May 5, 2017) to submit a plan to regain compliance.
- Extension Possibility: If the plan is accepted, NASDAQ may grant an extension of up to 180 calendar days to evidence compliance.
- Strategy for Compliance: Management anticipates regaining compliance upon the consummation of its previously announced planned acquisition of U.S. Gold Corp.
- Conditions: The acquisition closing is subject to stockholder approval and various other conditions precedent.
- Risks: Failure to regain compliance could result in delisting from the NASDAQ Capital Market.
Investor Verification Checklist
- Verify the status of the proposed acquisition of U.S. Gold Corp. and the likelihood of stockholder approval.
- Monitor the submission of the compliance plan to NASDAQ by the May 5, 2017 deadline.
- Review the most recent Form 10-Q for detailed financial statements regarding liquidity and debt not included in this 8-K.
- Confirm whether the company has met any alternative listing standards since the filing date.