Each one in plain English, with the numbers worked through for a shareholder.
10 July 2017capital raising announcement▲ GoodMajor
As the newly renamed U.S. Gold Corp., raised $500,000 in a private placement of 179,211 shares at $2.79.
What it means for a shareholder
179,211 new shares at US$2.79 to raise about US$500,000. That's 2.5% dilution: every existing holder's slice gets 2.5% smaller. If you held US$1,000 of shares (358 at the issue price), your slice goes from 0.00517% to 0.00504% of the company. To keep it you'd need 9 more shares - about US$25 at the issue price.
Now operating as a gold company under CEO Edward Karr, the renamed U.S. Gold Corp. bought the Gold Bar North property in Eureka County, Nevada from Nevada Gold Ventures for a small cash payment plus shares, adding to its Nevada exploration ground alongside Copper King and Keystone.
Nasdaq confirmed the annual-meeting compliance extension - and the filing revealed the U.S. Gold Corp. acquisition had already closed on May 23, 2017, with Edward Karr now signing filings as CEO in place of Dave Moylan, completing Dataram's transformation from a memory-systems maker into a gold exploration company.
Completed its reverse merger with U.S. Gold Corp., taking on Copper King (Wyoming) and Keystone (Nevada) as its assets and renaming the combined company U.S. Gold Corp. -- ending Dataram's run as a computer-memory maker.
Nasdaq gave Dataram until May 31, 2017 to fix its stockholders'-equity shortfall, which the company again said it expected to resolve via the pending U.S. Gold Corp. merger.
Dataram filed the required notice disclosing that, once the U.S. Gold Corp. merger closes, a majority of its board will be replaced with U.S. Gold's nominees - the formal signal that control of the company was passing to the gold-mining side of the deal.
As its own reverse merger with U.S. Gold Corp. approached closing, lent U.S. Gold Corp. $250,000 via a convertible promissory note (9% interest, 6-month term) -- bridge financing to its own merger partner ahead of the deal completing.
Dataram scheduled a March 30, 2017 special shareholder meeting to vote on the U.S. Gold Corp. merger and recirculated Moylan's shareholder letter making the case for it.
CEO Dave Moylan sent shareholders a letter recapping Dataram's two-year turnaround effort in its core memory business and making the case for the pending U.S. Gold Corp. acquisition as a way to diversify beyond a shrinking, highly competitive industry.
The amendment narrowed who votes: the Series D preferred stock, previously entitled to vote alongside the common on the merger and the reverse split, is dropped from the entitlement throughout, along with the disclosure that 7,397 Series D shares converted into 739,706 votes and that officers and directors held about 8%. Exhibits also show Edward Karr's employment agreement with the private company was already signed.
The amendment set 24 February 2017 as the record date for the Dataram shareholder vote, promoted Roth Capital's report to a named fairness opinion in the annex list, and added biographies for the Dataram officers who would carry over, including chief financial officer Anthony Lougee.
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.
18 Nov 2014capital raising announcement▲ GoodMajor
Closed a roughly $2.7 million private placement of Series A Preferred Stock and warrants (at $5.00/share) under the October 2014 purchase agreement with Isaac Capital Group -- enough to bring the company back into compliance with Nasdaq's $2.5 million stockholders'-equity requirement.
Dataram agreed to sell a new class of preferred stock to Isaac Capital Group and Alpha Capital Anstalt, giving Isaac Capital the right to name two directors and Alpha Capital one - a change-of-control-style financing that set the stage for the company's eventual pivot away from the memory business.
Dataram disclosed that a $750,000 bridge-note financing from July 2014 - split between institutional investors and its own management - had its maturity pushed back three months to January 2015, a sign of ongoing cash strain.
