Business Context and Reporting Period
This Form 8-K, dated November 28, 2016, reports a material definitive agreement entered into by Dataram Corporation (the "Company") and its subsidiary, Dataram Acquisition Sub, Inc. The agreement involves U.S. Gold Corp. and Copper King, LLC. The filing details the execution of a Third and Final Amended and Restated Merger Agreement, modifying terms previously established in June, July, and September 2016.
Key Financial Metrics
The filing text does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the structural terms of a merger agreement.
Material Changes Versus Prior Period
The primary material change is the amendment of the merger consideration and capital structure terms compared to the Second Amended and Restated Merger Agreement dated September 14, 2016. Key adjustments include:
- Merger Consideration Increase: The aggregate shares of common stock and equivalents issuable to U.S. Gold holders increased to 48,616,089 from 46,241,868 (on an "as converted" and fully diluted basis).
- Preferred Stock Adjustment: Shares issuable to holders of U.S. Gold's Series C Preferred Stock were reduced to 18,094,362 from 18,181,817.
- Warrant Increase: The maximum number of five-year cashless warrants issuable to the placement agent increased to 1,809,436 from 400,000.
- New Options: A provision was added to issue 925,833 five-year options (vesting 1/24 monthly over 2 years) to holders of options from the Keystone Acquisition.
- Restricted Stock Elimination: A covenant requiring the issuance of 820,000 shares of restricted stock to certain officers and directors was eliminated.
- Dilution Reduction: The maximum number of shares the Company shall have outstanding at closing (fully diluted) was reduced to 4,945,182 from 5,579,031.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the context of the merger agreement execution. The document serves as a notification of the finalized terms required to close the transaction.
Investor Verification Checklist
- Verify the final share count of 48,616,089 to be issued to U.S. Gold holders.
- Confirm the reduction in total fully diluted shares outstanding to 4,945,182 at closing.
- Review the specific vesting schedule for the 925,833 new options granted to Keystone Acquisition option holders.
- Examine the impact of the increased warrant count (1,809,436) on future dilution.
- Confirm the elimination of the 820,000 restricted stock grant previously mandated for officers and directors.