DATARAM CORPORATION (NASDAQ:DRAM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2017 Special Meeting of the Shareholders (the Special
Meeting) of Dataram Corporation (the Company) was held on March
30, 2017. A total of 2,781,451 shares of common stock
constituting, a quorum, were present and accounted for at the
Special Meeting. At the Special Meeting, the Companys
stockholders voted upon the following proposals:
(1) To approve the Agreement and Plan of Merger, as amended and
restated, between the Company, Dataram Acquisition Sub, Inc.,
U.S. Gold Corp. (USG) and Copper King LLC and the issuance of an
aggregate of (i) up to 45,880,820 shares of common stock
(including shares of common stock issuable upon conversion of the
Companys to-be designated Series C Convertible Preferred Stock),
(ii) options to purchase up to 925,833 shares of the common stock
at an exercise price equal to $0.90 per share and (iii) warrants
to purchase up to 1,809,436 shares of common stock at an exercise
price of $0.66 per share as consideration for the acquisition of
USG as well as the approval of a change in control resulting
therefrom in accordance with The NASDAQ Stock Market Rules.
The proposal was approved and the votes were cast as follows:
| For | Against | Abstain | |||||||||
| 2,747,493 | 32,993 | ||||||||||
(2) To approve a certificate of amendment to the Companys
Articles of Incorporation to increase the Companys authorized
number of shares of common stock and preferred stock to
200,000,000 shares from 54,000,000 shares and 50,000,000 shares
from 5,000,000 shares, respectively; and
The proposal was approved and the votes were cast as follows:
| For | Against | Abstain | |||||||||
| 2,563,469 | 213,691 | 4,291 | |||||||||
(3) To grant the Companys Board of Directors the authority, in
its sole discretion, to approve an amendment to the Companys
Articles of Incorporation to effect a reverse stock split of the
Companys issued and outstanding common stock by a ratio of not
less than 1-for-2 and not more than 1-for-10 at any time prior to
March 30, 2018, with the exact ratio to be set at a whole number
within this range as determined by the Board.
The proposal was approved and the votes were cast as follows:
| For | Against | Abstain | |||||||||
| 2,475,875 | 301,022 | 4,554 | |||||||||
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 +0.02 at 1.17 with 118,622 shares trading hands.
