Subsequent Events |
12 Months Ended | |||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | ||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ||||||||||||||||||||||||||||||||||
Subsequent Events |
Note 14. Subsequent Events
Entry into a Material Definitive Agreement
On June 13, 2016, Dataram Corporation, a Nevada corporation ("we" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with its wholly owned subsidiary, Dataram Acquisition Sub, Inc., a Nevada corporation (Acquisition Sub), U.S. Gold Corp., a Nevada corporation ("U.S. Gold") an exploration state company that owns certain mining leases and other mineral rights comprising the Copper King gold and copper development project located in the Silver Crown Ming District of southeast Wyoming (the Copper King Project) and Copper King, LLC, a principal stockholder of U.S. Gold (Copper King). The closing of the Merger is subject to customary closing conditions, including, among other things:
Pursuant to the terms and conditions of the Merger Agreement, at the closing of the Merger, the holders of U.S. Golds common stock, Series A Preferred Stock and Series B Preferred Stock will be converted into the right to receive shares of the Companys Common Stock or, at the election of any U.S. Gold stockholder, shares of the Companys newly designated 0% Series C Convertible Preferred Stock, par value $0.001 per share (the Series C Preferred Stock), which are convertible into shares of Common Stock (collectively, the Merger Consideration). The Merger Consideration shall be allocated as follows and is presented below in terms of Common Stock:
Restricted Common Share Bonus Awards to Employees, Executive Officers and Directors
Between May 1, 2016 and July 29, 2016 the Company awarded approximately 188,280 restricted shares of the Companys Common Stock to employees, Executive Officers and Directors. The approximate value of these grants is $429,000.
Series B Preferred Stock converted to Common Shares
The holders of 232,623 Series B Preferred Stock have converted into approximately 1,550,820 restricted shares of Common Stock since the end of the reporting period to the close of business on July 27, 2016.
On July 6, 2016, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Companys issued and outstanding common stock on a 1 for 3 basis, effective with the State of Nevada on July 8, 2016 in order to regain compliance with NASDAQs minimum bid price requirement. The reverse stock split was effective with The NASDAQ Capital Market on July 11, 2016. |