Business Context and Reporting Period
This Form 8-K is filed by Dataram Corporation (not U.S. Gold Corp.) on February 1, 2013. The report addresses the company's failure to regain compliance with NASDAQ listing requirements regarding minimum bid price.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance status.
Material Changes
- Delisting Notification: On January 29, 2013, NASDAQ notified the company that it failed to maintain a closing bid price of at least $1.00 for 10 consecutive business days within the 180-day compliance period ending January 28, 2013.
- Scheduled Delisting: NASDAQ scheduled the delisting of the company's common stock from the NASDAQ Capital Market to occur at the opening of business on February 7, 2013.
Outlook, Management Commentary, and Risks
- Appeal Process: The company intends to request a hearing from the Nasdaq Hearings Panel on or before February 5, 2013. This request will stay the delisting pending the Panel's decision, which typically occurs 30-45 days after the request.
- Remediation Plan: To regain compliance, the company plans to hold a Special Meeting of Stockholders on March 13, 2013. Stockholders will vote to authorize a reverse stock split at a ratio between 1:3 and 1:6.
- Risk: If the appeal is unsuccessful or the reverse split is not approved, the stock may be delisted from the NASDAQ Capital Market.
Investor Verification Checklist
- Verify the current trading status of Dataram Corporation stock on NASDAQ versus OTC markets.
- Confirm the filing of the hearing request with the Nasdaq Hearings Panel by February 5, 2013.
- Monitor the outcome of the Special Meeting of Stockholders scheduled for March 13, 2013, regarding the reverse stock split authorization.
- Review the Nasdaq Hearings Panel decision timeline to determine the final listing status.