Business Context and Reporting Period
This Form 8-K was filed by Dataram Corporation (the "Company") on June 12, 2017, reporting events occurring on June 6 and June 8, 2017. The filing addresses executive departures and reappointments following the Company's merger with U.S. Gold Corp. (USG), which closed in May 2017. The Company is incorporated in Nevada and operates in the memory and technology sector.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and separation agreements.
- Severance to David A. Moylan (Former CEO): $494,227 aggregate payment.
- Severance to Anthony Lougee (Former CFO): $221,718 aggregate payment.
- Reappointed CFO Compensation: Base salary of $144,000 plus $2,500 monthly cash payments through November 23, 2017, and 500 shares of restricted common stock monthly.
- Consulting Fee for David A. Moylan: $19,667 monthly (90% in stock, 10% in cash) for services at Dataram Memory.
Material Changes
Significant changes in corporate leadership occurred in connection with the recent merger:
- David A. Moylan: Resigned as Chairman, President, and CEO of the Company on May 23, 2017. He remains a director and serves as President and CEO of the subsidiary, Dataram Memory. A separation agreement was executed on June 8, 2017.
- Anthony Lougee: Resigned as CFO on June 6, 2017. On June 8, 2017, he was reappointed as CFO of both the Company and Dataram Memory under a new employment agreement.
Outlook, Risks, and Management Commentary
Management commentary is limited to the terms of the separation and re-employment agreements. The filing notes that Mr. Lougee's resignation was not due to any disagreement with the Company or its Board. The agreements are effective eight days following execution unless revoked. The reappointment of Mr. Lougee is on an at-will basis, terminable without notice by either party.
Investor Verification Checklist
- Verify the exact terms of the separation agreements (Exhibits 10.1 and 10.2) regarding the $494,227 and $221,718 severance payments.
- Confirm the vesting schedule and valuation of the 500 monthly restricted stock shares awarded to the reappointed CFO.
- Review the impact of the 90% stock/10% cash compensation structure for the former CEO's consulting role on future dilution.
- Check subsequent filings for any changes to the "at-will" employment status of the new CFO.