Business Context and Reporting Period
This Form 8-K, dated July 29, 2016, reports on Dataram Corporation (the "Company") and its entry into an Amended and Restated Merger Agreement with U.S. Gold Corp. ("U.S. Gold"), Copper King, LLC, and Dataram Acquisition Sub, Inc. The filing reflects a 1-for-3 reverse stock split effective July 11, 2016, and adjusts the merger consideration terms.
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 the structural terms of the merger agreement and equity issuance.
Material Changes and Merger Consideration
The primary material change is the amendment of the merger agreement to reflect the reverse stock split and adjust share issuance. The following equity considerations are outlined on a post-split basis:
- Series A Preferred Stock: 22,333,334 shares of Dataram common stock to be issued.
- Series B Preferred Stock: 1,866,717 shares of Dataram common stock, conditioned on a one-year lockup agreement.
- Series C Preferred Stock: Up to 16,666,667 shares of Dataram common stock related to the U.S. Gold Financing.
- Placement Agent Warrants: Warrants equal to 10% of the total dollar amount raised in the U.S. Gold Financing divided by three.
- Keystone Acquisition Common Stock: 1,850,000 shares, conditioned on a two-year lockup agreement.
- Management/Consultants: 1,583,333 shares issued to incoming officers and consultants under an equity incentive plan.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the conditions attached to the equity issuance (lockup agreements). The transaction is contingent upon the execution of the Amended and Restated Merger Agreement.
Investor Verification Checklist
- Verify the final closing date of the merger between Dataram Corporation and U.S. Gold Corp.
- Confirm the total dollar amount raised in the U.S. Gold Financing to calculate the exact number of warrants issued to the placement agent.
- Review the specific terms of the one-year and two-year lockup agreements attached to the Series B and Keystone Acquisition shares.
- Check subsequent filings for the actual issuance of the 44,233,334+ shares of Dataram common stock described in the agreement.