UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2017
DATARAM CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 1-8266 | 22-18314-09 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
777 Alexander Road, Suite 100, Princeton, NJ 08540
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (609) 799-0071
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 2, 2017, Dataram Corporation (the “Company”) was notified by The NASDAQ Stock Market (“NASDAQ”) that it is not in compliance with the continued listing requirements of The NASDAQ Capital Market contained in NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G) (the “Rules”) requiring the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. The notification does not impact the Company’s listing on The NASDAQ Capital Market at this time.
The notice provides that the Company has 45 calendar days, or until June 16, 2017, to submit a plan to regain compliance with the Rules. If the Company’s plan is accepted, NASDAQ may grant an extension of up to 180 calendar days from the Company’s fiscal year end, or until October 27, 2017, to regain compliance.
The Company anticipates holding its 2017 Annual Meeting of Stockholders and regaining compliance with the Rules after the consummation of its previously announced planned acquisition of U.S. Gold Corp., the closing of which is subject to customary closing conditions precedent.
The letter did not indicate the Company’s non-compliance with any other listing requirement.
SIGNATURES
Pursuant 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 | |
| Dated: May 5, 2017 | /s/ David A. Moylan |
| David A. Moylan | |
| Chief Executive Officer |