Business Context and Reporting Period
This Form 8-K Current Report was filed by Dataram Corporation on July 6, 2016. The report details a corporate action regarding the Company's capital structure. Note: The request metadata referenced "U.S. GOLD CORP.", but the filing text explicitly identifies the registrant as Dataram Corporation.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly a notice of a corporate governance event.
Material Changes
- Reverse Stock Split: The Company filed a certificate of amendment to effectuate a 1-for-3 reverse stock split of its issued and outstanding common stock.
- Effective Dates: The split became effective on July 8, 2016, with NASDAQ Capital Market implementation scheduled for the open of business on July 11, 2016.
- Share Consolidation: Every three pre-split shares are combined into one post-split share.
- Fractional Shares: No fractional shares will be issued; holders entitled to fractions will receive a cash payment based on the closing sale price on the business day preceding the effective date.
- Identification: The post-split common stock has a new CUSIP number: 238108 401.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future operations. The action was authorized by stockholders at the Annual Meeting on December 3, 2015, and the specific 1-for-3 ratio was approved by the Board of Directors on June 30, 2016.
Investor Verification Checklist
- Verify the new CUSIP number (238108 401) for post-split trading.
- Confirm the handling of fractional shares and the specific closing price used for cash-in-lieu calculations.
- Check the NASDAQ Capital Market listing status effective July 11, 2016.
- Review the attached Certificate of Amendment (Exhibit 3.1) for legal terms.