PRINCETON, N.J., July 8, 2016 /PRNewswire/ -- Dataram
Corporation (NASDAQ: DRAM), today announced the Company has
approved a 1 for 3 reverse split. The Reverse Stock Split
will be effective with The NASDAQ Capital Market ("NASDAQ") at the
open of business on July 11,
2016. The par value and other terms of Company's common
stock were not affected by the Reverse Stock Split. Dataram's
common stock will begin trading on The NASDAQ Capital Market on a
split-adjusted basis when the market opens on Monday, July 11, 2016.
The purpose of the reverse stock split is to raise the per share
trading price of Dataram's common stock to regain compliance with
the $1.00 per share minimum bid price
requirement for continued listing on The NASDAQ Capital Market. As
previously disclosed, in order to maintain its listing on The
NASDAQ Capital Market, on or before July 25,
2016, the common stock must have a minimum closing bid price
of $1.00 per share for a minimum of
10 prior consecutive trading days. There can be no assurance that
the reverse stock split will have the desired effect of raising the
closing bid price of Dataram's common stock prior to such date to
meet this requirement. The common stock will continue to be
reported on the NASDAQ Capital Market under the symbol "DRAM," and
the new CUSIP number for the company's common stock following the
reverse stock split is 238108 401.
The Company's stockholders voted at the annual stockholders
meeting held on December 3, 2015, to
grant the Board of Directors the authority, in its sole direction,
to effect a reverse stock split of the Company's issued and
outstanding common stock by a ratio of not less than one-for-two
and not more than one-for-ten at any time prior to December 3, 2016. The Board of Directors
has determined to fix the ratio for the reverse stock split at
1-for-3.
At the effective time of the reverse stock split, every three
shares of Dataram's issued and outstanding common stock will be
converted automatically into one issued and outstanding share of
common stock, without any change in par value. The reverse stock
split will reduce the number of shares of Dataram's common stock
outstanding from approximately 7.5 million to approximately 2.5
million. In addition, the reverse stock split will effect a
proportionate adjustment to the per share exercise price and the
number of shares issuable upon the exercise or settlement of all
outstanding options and warrants to purchase or acquire shares of
Dataram's common stock, and the number of shares reserved for
issuance pursuant to Dataram's existing equity incentive
compensation plans were reduced proportionately. The reverse split
also effected a proportionate adjustment to the conversion price
and number of shares of common stock issuable upon the conversion
of all outstanding shares of convertible preferred stock. The
number of authorized shares of the company's common and preferred
stock was not affected by the reverse stock split.
No fractional shares will be issued as a result of the reverse
stock split, and stockholders who otherwise would be entitled to a
fractional share will receive, in lieu thereof, a cash payment
based on the closing sale price of the Dataram's common stock as
reported today on the NASDAQ Capital Market. The Company's transfer
agent, Equity Stock Transfer LLC, is acting as exchange agent for
the Reverse Stock Split. Equity Stock Transfer will provide
instructions to stockholders of record regarding the process for
exchanging shares.
About Dataram Corporation
Dataram is an independent
manufacturer of memory products and provider of performance
solutions that increase the performance and extend the useful life
of servers, workstations, desktops and laptops sold by leading
manufacturers such as Dell, Cisco, Fujitsu, HP, IBM, Lenovo and
Oracle. Dataram's memory products and solutions are sold worldwide
to OEMs, distributors, value-added resellers and end users.
Additionally, Dataram manufactures and markets a line of Intel
Approved memory products for sale to manufacturers and assemblers
of embedded and original equipment. 70 Fortune 100 companies are
powered by Dataram. Founded in 1967, the Company is a US based
manufacturer, with presence in the United
States, Europe and
Asia. For more information about
Dataram, visit www.dataram.com.
Safe Harbor
Matters discussed in this press release
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words "anticipate," "believe," "estimate,"
"may," "intend," "expect" and similar expressions identify such
forward-looking statements. Actual results, performance or
achievements could differ materially from those contemplated,
expressed or implied by the forward-looking statements contained
herein. These forward-looking statements are based largely on the
expectations of the Company and are subject to a number of risks
and uncertainties. These risks include, but are not limited to,
risks and uncertainties associated with the impact of economic,
competitive and other factors affecting the Company and its
operations, markets, products, changes in the price of
memory chips, changes in the demand for memory systems, increased
competition in the memory systems industry, order cancellations,
delays in developing and commercializing new products, risks
related to the Company's previously announced acquisition
target, U.S. Gold Corp., faced by junior exploration companies
generally engaged in pre-production activities; maintenance of
important business relationships; and other factors described in
the Company's most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K,
including the Risk Factors with respect to U.S. Gold
contained in the Current Report on Form 8-K filed on June 13, 2016, filed with the Securities and
Exchange Commission, which can be reviewed
at www.sec.gov. The Company has based
these forward-looking statements on its current expectations and
assumptions about future events. While management considers
these expectations and assumptions to be reasonable, they are
inherently subject to significant business, economic, competitive,
regulatory, and other risks, contingencies, and uncertainties, most
of which are difficult to predict and many of which are beyond the
Company's control. The Company does not assume any
obligations to update any of these forward-looking
statements.
For additional information, please contact:
Robert Haag
Managing Director
IRTH Communications
866-976-4784
DRAM@irthcommunications.com
Dataram Contact:
Jeffrey Goldenbaum
Director,
Marketing
609-799-0071
info@dataram.com
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SOURCE Dataram Corporation