Securities Registration Statement (simplified Form) (s-3/a)
May 15 2017 - 2:23PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 15, 2017
Registration
No. 333-217860
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-3/A
(Amendment
No. 1)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
DATARAM
CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation or organization)
22-1831409
(I.R.S.
Employer Identification Number)
777
Alexander Road, Suite 100
Princeton,
NJ 08540
(609)
799-0071
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David
A. Moylan
Chief
Executive Officer
Dataram
Corporation
777
Alexander Road, Suite 100
Princeton,
NJ 08540
(609)
799-0071
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
WITH
COPIES TO:
Harvey
Kesner, Esq.
Sichenzia
Ross Ference Kesner LLP
61
Broadway, 32nd Floor
New
York, NY 10006
(212)
930-9700
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
|
Accelerated
filer [ ]
|
Non-accelerated filer [ ]
|
(Do not check if a
smaller reporting company)
|
Smaller reporting
company [X]
|
|
|
Emerging growth company [ ]
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[ ]
EXPLANATORY
NOTE
This
Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-217860) of Dataram Corporation is being filed solely to
file Exhibit 5.1. Accordingly this Amendment No. 1 consists solely of the facing page, this explanatory note, the signature page,
and the exhibit filed herewith. This filing does not modify any provision of the Registration Statement except as specifically
noted herein.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on May 15, 2017.
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DATARAM
CORPORATION
(Registrant)
|
|
|
|
/s/
David A. Moylan
|
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David A. Moylan
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Chief
Executive Officer
(Principal
Executive Officer)
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/s/
Anthony M. Lougee
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Anthony M. Lougee
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
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Title
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Date
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/s/
David A. Moylan
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Chief
Executive Officer and Director
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May
15, 2017
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David A. Moylan
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(Principal
Executive Officer)
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/s/ Anthony
M. Lougee
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Chief
Financial Officer
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May
15, 2017
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Anthony M. Lougee
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(Principal
Financial and Accounting Officer)
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/s/
*
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Director
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May
15, 2017
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Edward M. Karr
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/s/
*
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Director
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May
15, 2017
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Trent D. Davis
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/s/
*
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Director
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May
15, 2017
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Michael E. Markulec
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By:
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/s/
David A. Moylan
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David
A. Moylan
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