Past year: ▼ 10%(12.98 – 21.70 USD)
Each one in plain English, with the numbers worked through for a shareholder.
31 July 2017asset acquisition disposition● Neutral
U.S. Gold Corp. filed audited financials for its operating subsidiary, renamed Gold King Corp. (the former private "U.S. Gold Corp." target) to avoid confusion with the parent company's new name after the 2017 merger.
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.
Create a free account to see this worked out for your own holding.
7 July 2017material agreement▲ Good
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.
31 May 2017listing compliance notice▲ GoodMajor
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.
26 May 2017business combination▲ GoodMajor
Dataram closed its reverse merger with U.S. Gold Corp. on May 23, 2017, issuing common and Series C preferred shares as consideration. U.S. Gold became a wholly owned subsidiary, and the company now ran a junior gold mining business alongside its legacy memory business.
5 May 2017listing compliance notice● Neutral
Dataram was also cited for missing Nasdaq's annual-meeting deadline, again pointing to the pending U.S. Gold Corp. merger as the fix.
25 Apr 2017listing compliance notice● Neutral
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.
21 Apr 2017business combination● NeutralMajor
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.
17 Apr 2017capital raising announcement● NeutralMajor
Dataram sold U.S. Gold Corp. a $250,000 convertible promissory note on April 13, 2017. The note carried 9% annual interest and was due in six months, shortly before their merger closed.
24 Mar 2017listing compliance notice▼ Bad
Dataram again missed Nasdaq's stockholders'-equity requirement, but said it expected to fix the problem once its U.S. Gold Corp. acquisition closed.
9 Mar 2017merger communication● Neutral
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.
7 Mar 2017merger communication● Neutral
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.
7 Mar 2017merger communication● Neutral
Dataram filed a second amendment to the U.S. Gold merger registration statement as the deal continued toward a shareholder vote.
3 Mar 2017business combination● NeutralMajor
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.
7 Feb 2017business combination● Neutral
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.
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.
29 Nov 2016material agreement▼ Bad
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.
23 Sept 2016listing compliance notice▼ Bad
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.
15 Sept 2016material agreement● Neutral
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.
5 Aug 2016capital raising announcement▲ Good
Closed a $503,000 private placement of newly created 0% Series D Convertible Preferred Stock at $136/share (convertible into 100 common shares each).
2 Aug 2016material agreement● NeutralMajor
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.
13 June 2016business combination▲ GoodMajor
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.
29 Jan 2016listing compliance notice▼ BadMajor
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.
6 Nov 2015auditor change● Neutral
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.
21 Aug 2015listing compliance notice▼ BadMajor
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.
18 Aug 2015listing compliance notice▼ BadMajor
Nasdaq told Dataram that CEO David Moylan's participation in the January 2015 financing breached shareholder-approval rules, with a September 30, 2015 deadline to cure. It also flagged the 10-K as incomplete, with a plan due in 60 days and a possible exception to February 10, 2016.
3 Dec 2014auditor change● Neutral
Dataram dismissed CohnReznick as its auditor - whose prior reports had flagged going-concern doubts - and engaged Anton & Chia.
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.
21 Oct 2014material agreement● NeutralMajor
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.
