Business Context and Reporting Period
This Form 8-K is filed by Dataram Corporation (not U.S. Gold Corp., despite the metadata discrepancy) for the reporting period of April 20, 2017. The filing addresses a notice from The NASDAQ Stock Market regarding the Company's compliance with listing standards.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures. The only financial metric disclosed is the stockholders' equity threshold required by NASDAQ Listing Rule 5550(b)(1), which is $2,500,000. The Company was previously notified on March 21, 2017, that it failed to meet this minimum equity requirement.
Material Changes
On April 20, 2017, Dataram Corporation received an extension from NASDAQ until May 31, 2017, to regain compliance with the minimum stockholders' equity rule. This extends the original deadline of May 5, 2017. The Company submitted a compliance plan on April 3, 2017, stating it anticipates regaining compliance through the consummation of its planned acquisition of U.S. Gold Corp.
Outlook, Risks, and Contingencies
- Delisting Risk: If the Company fails to regain compliance by May 31, 2017, its securities may be delisted from NASDAQ.
- Appeal Process: In the event of delisting, the Company may appeal to a Hearings Panel, which can grant an exception to listing standards for up to 180 days.
- Acquisition Contingency: The plan to regain compliance is contingent upon the closing of the acquisition of U.S. Gold Corp., which is subject to various conditions precedent.
Investor Verification Checklist
- Verify the current status of the planned acquisition of U.S. Gold Corp. and whether conditions precedent have been met.
- Confirm if Dataram Corporation has submitted updated financial statements demonstrating compliance with the $2,500,000 stockholders' equity requirement by the May 31, 2017 deadline.
- Monitor for any further communications from NASDAQ regarding the Company's listing status or potential delisting proceedings.