Each one in plain English, with the numbers worked through for a shareholder.
30 Dec 2016business combination● NeutralMajor
Dataram and U.S. Gold Corp. signed a third and final amendment to their merger agreement, settling the deal at 48.6 million shares of merger consideration and clearing the way to register the transaction with the SEC.
Dataram fell short of Nasdaq's stockholders'-equity requirement again, but said it had already closed a small preferred-stock raise that brought it back into compliance.
Dataram reported first-quarter fiscal 2017 results showing continued memory-business losses, while CEO Dave Moylan reiterated that closing the U.S. Gold Corp. acquisition later that year would diversify and strengthen the company's balance sheet.
The Dataram/U.S. Gold merger agreement was amended a second time, increasing the shares to be issued to U.S. Gold's private placement investors and adding a requirement to register the deal on Form S-4 - continued fine-tuning as the companies worked toward closing.
Dataram and U.S. Gold Corp. amended their merger terms to reflect Dataram's 1-for-3 reverse stock split and to account for U.S. Gold's newly closed acquisition of the Keystone gold project in Nevada's Cortez Trend.
Dataram agreed to acquire U.S. Gold Corp., a private Nevada exploration company holding the Copper King gold-copper project in Wyoming, in an all-stock reverse merger - the deal that would pull the struggling memory maker out of its core business entirely and turn it into a gold miner.
Now reincorporated in Nevada, Dataram fell out of compliance with Nasdaq's $1 minimum bid-price rule yet again, with a reverse split floated as a possible fix.
21 Jan 2016capital raising announcement● NeutralMajor
Exchanged existing Series A Preferred Stock, Series A Warrants, Bridge Notes and Bridge Warrants for a newly created 0% Series B Convertible Preferred Stock -- simplifying the capital structure ahead of the pending U.S. Gold Corp. reverse merger, with exchanging holders barred from further capital-raising activity.
Dataram dismissed Anton & Chia - whose reports had also flagged going-concern doubts - and engaged Marcum LLP as its new auditor, the firm that would go on to audit the company through its later transformation into a gold miner.
Nasdaq notified Dataram it had again missed the stockholders'-equity requirement - and, because it was a repeat violation within a year, staff no longer had discretion to grant a cure plan - compounding an already incomplete 10-K filing; the company requested a delisting hearing.
Nasdaq found Dataram violated shareholder-approval rules when CEO David Moylan participated in a January 2015 financing at a discount to the stock's recent price, on top of a separate incomplete-filing problem; the company had until September 30, 2015 to fix both or face delisting.