DATARAM CORPORATION (NASDAQ:DRAM) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES
On April 13, 2017, Dataram Corporation (the Company) issued and
sold a convertible promissory note in the principal amount of
$250,000 (the Note) to U.S. Gold Corp. The Note is due six months
from the date of issuance and accrues interest at a rate of 9%
per annum. Upon the occurrence of an Event of Default, as defined
in the Note, the Note shall be convertible into shares of the
Companys common stock at a conversion price that shall equal 95%
of the average of the lowest three (3) daily closing bid prices
of the Companys common stock, but in no event less than $1.15.
The Note is subject to customary Events of Default, including the
entry of a final, non-appealable monetary judgment against the
Company in excess of $1,000,000 as well as the occurrence of an
event of default by the Company under that certain Third and
Final Amended and Restated Merger Agreement by and among the
Company, Dataram Acquisition Sub, Inc., U.S. Gold Corp. and
Copper King, LLC dated as of November 28, 2016
The offering is being made to an exemption from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing descriptions of the Note is not complete and are
qualified in its entirety by reference to the full text of the
Form of Note, a copy of which is filed as Exhibit 4.1 to this
report and are incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
On July 8, 2016, the Company issued a press release announcing
the Reverse Stock Split. The full text of the press release
issued in connection with the announcement is being filed as
Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
Exhibit 4.1Form of Convertible Promissory Note
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| DATARAM CORPORATION | |
| (Registrant) | |
| Date: April 17, 2017 | |
| David A. Moylan | |
| ( |
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 +0.01 at 1.18 with 49,975 shares trading hands.