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DRAM > SEC Filings for DRAM > Form 8-K on 30-Sep-2013All Recent SEC Filings

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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Tran

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On September 26, 2013, Dataram Corporation (the "Company") received a letter from the Listing Qualifications Department of The NASDAQ OMX Group ("NASDAQ") notifying the Company that it was not in compliance with the $2,500,000 stockholders' equity requirement. The Company has 45 days to submit a plan to regain compliance and if approved will be granted 180 days to execute its plan. NASDAQ's recent letter has no immediate effect on the listing of the Company's common stock on The NASDAQ Capital Market, and its common stock will continue to trade on The NASDAQ Capital Market under the symbol "DRAM."

As part of the Company's plan to regain compliance, on September 18, 2013, the Company and certain investors entered into a securities purchase agreement (the "Purchase Agreement") in connection with the Offering, pursuant to which the Company agreed to sell an aggregate of 350,931 shares of its common stock and warrants to purchase a total of 350,931 shares of its common stock to such investors for aggregate gross proceeds, before deducting fees to the Placement Agent and other estimated offering expenses payable by the Company, of approximately $807,000. The common stock and warrants were sold in fixed combinations, with each combination consisting of one share of common stock and one warrant, with each warrant exercisable for one share of common stock. The purchase price was $2.30 per fixed combination. On September 23, 2013 the offering of 350,000 shares and warrants was closed with net proceeds to the company of approximately $750,000 before expenses. The company's stockholders' equity at July 31, 2013 after giving effect to the offering exceeds the $2,500,000 requirement.

On or before November 11, 2013, the Company will submit the balance of its plan to the NASDAQ OMX Group for their consideration.

The Company is actively pursuing all available options to regain compliance.

Item 5.07 Submission of Matters to Vote of Security Holders.

On September 26, 2013, Dataram held its Annual Meeting of Shareholders. At that meeting, the Shareholders elected Directors for an annual term and ratified the selection of CohnReznick LLP as the Company's Independent Registered Public Accounting Firm. The results of that voting are as follows:

1. The candidates for the positions of directors have received the following votes and were elected as Directors:

                       FOR   WITHHELD NONVOTES

  Thomas A. Majewski 173,696  20,820  1,288,020
  John H. Freeman    172,845  21,671  1,288,020
  Roger C. Cady      165,846  28,670  1,288,020
  Rose Ann Giordano  163,844  30,672  1,288,020

2. Votes cast to approve, on an advisory basis, the compensation of the Named Executive Officers of the Company are as follows:

142,652 33,041 18,823

3. Votes cast, on an advisory basis, for the frequency of the advisory vote on executive compensation are as follows:

  ONE YEAR:    162,675
  TWO YEARS:     5,467
  THREE YEARS:   8,557
  ABSTAIN:      17,817

4. Ratification of Independent Registered Public Accounting Firm:


1,336,195 67,409 78,932 0

All directors were re-elected by a majority of the votes cast. The Company's selection of accountants was ratified.

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