DATARAM CORPORATION (NASDAQ:DRAM) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 28, 2016, Dataram Corporation, a Nevada corporation
(the Company), Dataram Acquisition Sub, Inc., a Nevada
corporation and wholly owned subsidiary of the Company
(Acquisition Sub), U.S. Gold Corp., a Nevada corporation (U.S.
Gold) and Copper King, LLC, a Nevada limited liability company
and principal stockholder of U.S. Gold, amended and restated that
certain merger agreement between the parties dated as of June 13,
2016 (the Merger Agreement) which was amended and restated on
July 29, 2016 (the Amended and Restated Merger Agreement) and
amended and restated on September 14, 2016 (the Second Amended
and Restated Merger Agreement).
The parties agreed to execute the Third and Final Amended and
Restated Merger Agreement in order to, among other things:
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Increase the Merger Consideration for U.S. Gold holders of record, in the aggregate and on an as converted and fully diluted basis, to 48,616,089 shares of common stock and equivalents from 46,241,868 shares of common stock and equivalents. This includes: |
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Reducing the number of shares issuable to holders of U.S. Golds Series C Preferred Stock issued in connection with U.S. Golds private placement (the Financing) to 18,094,362 from 18,181,817; |
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Increasing the maximum number of warrants to purchase the Companys common stock issuable to the placement agent in the Financing to 1,809,436 five-year cashless warrants from 400,000 warrants; |
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Adding a provision to issue 925,833 five-year options which vest 1/24 each month over the 2 years from the original date of issue to the holders of options issued in connection with the closing of the Keystone Acquisition; |
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Eliminate a covenant that certain officers and directors of the Company be issued an aggregate of 820,000 shares of restricted stock to a shareholder approved equity incentive plan, subject to the execution of a two year lockup agreement; and |
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Reduce the maximum number of shares the Company shall have outstanding at the closing of the merger, on a fully diluted basis, to 4,945,182 shares of common stock and equivalents from 5,579,031 shares of common stock and equivalents. |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
Exhibit 10.1 Third and Final Amended and Restated Merger
Agreement dated as of November 28, 2016
About DATARAM CORPORATION (NASDAQ:DRAM)
Dataram Corporation (Dataram) is an independent manufacturer of memory products and provider of performance solutions. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for various brands, as well as a line of memory products for Intel and AMD motherboard based servers. Its business lines include Dataram/Princeton Memory, Micro Memory Bank (MMB), MemoryStore.com and 18004Memory.com. The Dataram/Princeton Memory Business provides memory products that support enterprise/mission critical need; custom memory solutions for various customers ranging from enterprise and data center segments to power users and gamers, and solutions to extend the density memory options available to customers. MMB provides new and refurbished memory products. 18004Memory.com Web property provides a source for new and refurbished memory products. The Memorystore.com Web property provides a source for Dataram Value Memory products. DATARAM CORPORATION (NASDAQ:DRAM) Recent Trading Information
DATARAM CORPORATION (NASDAQ:DRAM) closed its last trading session up +0.03 at 1.06 with 201,426 shares trading hands.
