DATARAM CORPORATION (NASDAQ:DRAM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR

On May 3, 2017, Dataram Corporation (the Company) filed a
certificate of amendment (the Amendment) to its Articles of
Incorporation, as amended (the Articles of Incorporation) with
the Secretary of State of the State of Nevada in order to (i)
effectuate a reverse stock split of the Companys issued and
outstanding common stock, par value $0.001 per share on a one (1)
for four (4) basis (the Reverse Stock Split) and (ii) 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 (the
Increase in Authorized Securities).

The Reverse Stock Split will be effective with The NASDAQ Capital
Market (NASDAQ) at the open of business on May 8, 2017. The
increase in Authorized Securities will be effective with the
State of Nevada on May 8, 2017. The par value and other terms of
Companys common stock were not affected by the Reverse Stock
Split. The Companys post-Reverse Stock Split common stock has a
new CUSIP number, 238108 500. The Companys transfer agent, Equity
Stock Transfer LLC, is acting as exchange agent for the Reverse
Stock Split.

As a result of the Reverse Stock Split, every four (4) shares of
the Companys pre-Reverse Stock Split common stock will be
combined and reclassified into one (1) share of the Companys
common stock. No fractional shares of common stock will be issued
as a result of the Reverse Stock Split. Shareholders who
otherwise would be entitled to a fractional share shall receive a
cash payment in an amount equal to the product obtained by
multiplying (i) the closing sale price of our common stock on the
business day immediately preceding the effective date of the
Reverse Stock Split as reported on NASDAQ by (ii) the number of
shares of our common stock held by the shareholder that would
otherwise have been exchanged for the fractional share interest.

As previously disclosed in the Companys Current Report on Form
8-K filed on April 3, 2017, on March 30, 2017 at the Companys
Special Meeting of Shareholders, the holders of a majority of the
outstanding shares of the Companys voting capital approved (i) an
amendment to the Companys Articles of Incorporation to effectuate
a reverse split of the Companys issued and outstanding common
stock at 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 determined by the Board at its sole discretion and (ii) 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. The Reverse Stock Split ratio of one (1)
for four (4) was approved by the Companys Board on April 21,
2017.

A copy of the Amendment is attached to this Current Report as
Exhibit 3.1 and is incorporated by reference herein.

Item 8.01 Other Events.

On May 5, 2017, the Company issued a press release with respect
to the reverse split. A copy of the press release is attached
hereto as Exhibit 99.1, and is incorporated by reference herein.

On June 13, 2016, Company entered into an Agreement and Plan of
Merger, as amended and restated on July 29, 2016, and further
amended and restated on September 14, 2016 and November 28, 2016
(as so amended, the Merger Agreement), with Dataram Acquisition
Sub, Inc., a Nevada corporation and our wholly-owned subsidiary
(DAS), U.S. Gold Corp., a Nevada corporation (USG) and Copper
King LLC, the principal shareholder of USG to which USG will be
merged with and into DAS, with USG surviving the merger as the
surviving corporation and wholly-owned subsidiary of the Company
(the Merger).

The Companys Board of Directors, to the terms of the Merger
Agreement and as a condition to the consummation of the Merger,
has authorized and declared that the close of business on May 8,
2017 be the record date for determination of the shareholders
eligible to receive a distribution, if any, of an interest in the
Companys assets related to its legacy business, consisting of,
among other things, manufacture, distribution, design,
development and sale of memory modules, software products, and
technical services, as described in the Companys combined proxy
and registration statement on Form S-4 declared effective on
March 7, 2017 (File No. 333-215385).

On May 4, 2017, the Company issued a press release with respect
to the record date of the distribution. A copy of the press
release is attached hereto as Exhibit 99.2, and is incorporated
by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following exhibits are filed herewith:

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 00.00 at 1.14 with 55,107 shares trading hands.