Business Context and Reporting Period
This Form 8-K is filed by Dataram Corporation (not U.S. Gold Corp.) for the reporting period ending September 26, 2013. The filing addresses a notice of delisting risk due to non-compliance with NASDAQ stockholders' equity requirements and reports on the results of the Annual Meeting of Shareholders held on September 26, 2013.
Key Financial Metrics
- Stockholders' Equity: The company was notified of non-compliance with the $2,500,000 minimum stockholders' equity requirement. However, after giving effect to a recent offering, equity as of July 31, 2013, exceeded this threshold.
- Capital Raise: The company closed an offering on September 23, 2013, selling 350,000 shares and warrants. Net proceeds were approximately $750,000 before expenses.
- Offering Details: The purchase price was $2.30 per fixed combination (one share and one warrant). Gross proceeds for the full agreement were approximately $807,000.
- Revenue, Profit, Cash Flow, Margins, Debt: The filing text does not provide clear values for revenue, profit, operating cash flow, margins, or debt levels.
Material Changes
- Listing Status: Received a letter from NASDAQ on September 26, 2013, citing failure to meet the $2,500,000 stockholders' equity standard. The stock continues to trade under the symbol "DRAM" while the company submits a compliance plan.
- Equity Position: The recent capital raise of approximately $750,000 in net proceeds has restored stockholders' equity above the required minimum as of July 31, 2013.
Outlook, Risks, and Management Commentary
- Compliance Plan: The company has 45 days to submit a plan to regain compliance and, if approved, will have 180 days to execute it. The balance of the plan is due to NASDAQ on or before November 11, 2013.
- Management Action: Management states the company is actively pursuing all available options to regain compliance.
- Shareholder Vote Results: All director candidates were re-elected. The ratification of CohnReznick LLP as the independent auditor was approved. Shareholders voted for an annual advisory vote on executive compensation.
Investor Verification Checklist
- Verify the final submission and approval status of the NASDAQ compliance plan by November 11, 2013.
- Confirm the actual stockholders' equity balance in the most recent audited financial statements to ensure sustained compliance.
- Review the full terms of the securities purchase agreement regarding warrant exercise conditions and potential dilution.
- Monitor the company's ability to maintain the $2,500,000 equity threshold without further capital raises.