Business Context and Reporting Period
This Form 8-K is filed by Dataram Corporation (not U.S. Gold Corp.) on March 20, 2014. The report details the entry into a material definitive agreement regarding a registered direct public offering of common stock.
Key Financial Metrics and Transaction Details
- Shares Sold: 219,754 shares of common stock.
- Purchase Price: $3.00 per share.
- Gross Proceeds: Approximately $659,262.
- Placement Agent Fee: 7.0% of gross proceeds.
- Expense Reimbursement Cap: Up to $7,500 for legal and other expenses.
- Net Proceeds: Approximately $583,114 after fees and expenses.
- Post-Offering Outstanding Shares: 2,324,416 shares.
Material Changes and Agreements
The Company entered into a Second Supplemental Agreement with TriPoint Global Equities, LLC, acting as the Placement Agent, and a Common Stock Purchase Agreement with certain investors. The Offering was expected to close on March 20, 2014.
Restrictions, Guidance, and Covenants
- Lock-up Period: The Company agreed not to issue or announce the issuance of any securities for 90 days following the closing (subject to extensions).
- Variable Rate Transaction Ban: Prohibited for three years post-closing, preventing issuance of convertible securities with prices based on future trading prices or reset mechanisms.
- At-the-Market Offering Ban: Prohibited for one year post-closing.
- Right of First Refusal: Purchasers have a pro-rata right to purchase 50% of any securities issued by the Company within 12 months of closing.
Investor Verification Checklist
- Verify the actual closing date and receipt of net proceeds of approximately $583,114.
- Confirm the updated total share count of 2,324,416 in subsequent filings.
- Monitor compliance with the 90-day lock-up and 1-year at-the-market offering restrictions.
- Review the Prospectus Supplement (Rule 424(b)) filed on March 20, 2014, for full risk disclosures.