0001171520-14-000560.txt : 20140813 0001171520-14-000560.hdr.sgml : 20140812 20140812104546 ACCESSION NUMBER: 0001171520-14-000560 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140715 FILED AS OF DATE: 20140812 DATE AS OF CHANGE: 20140812 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DATARAM CORP CENTRAL INDEX KEY: 0000027093 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 221831409 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: P O BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6097990071 MAIL ADDRESS: STREET 1: PO BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543-7528 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giordano Rose Ann CENTRAL INDEX KEY: 0001341378 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08266 FILM NUMBER: 141032846 MAIL ADDRESS: STREET 1: 21 OLD VILLAGE ROAD CITY: ACTON STATE: MA ZIP: 01720 4 1 eps5807-giordano.xml OWNERSHIP DOCUMENT X0306 4 2014-07-15 0 0000027093 DATARAM CORP DRAM 0001341378 Giordano Rose Ann 21 OLD VILLAGE ROAD ACTON MA 01720 1 0 0 0 Common Stock, $1.00 par value 893 D Subordinated Secured Convertible Bridge Note 2.94 2014-07-15 4 A 0 3401 2.94 A Common Stock 3401 D Common Stock Warrants 2.94 2014-07-15 4 A 0 4000 2.94 A Common Stock 4000 D Common Stock Warrants 3.00 2014-07-15 4 A 0 4000 3.00 A Common Stock 4000 D Common Stock Warrants 3.50 2014-07-15 4 A 0 4000 3.50 A Common Stock 4000 D Options 11.94 2009-09-25 2019-09-25 Common Stock 2666 2666 D Options 15.42 2010-09-24 2020-09-24 Common Stock 6666 6666 D The number of shares, options and respective exercise prices have been adjusted to reflect a 1-for-6 reverse stock split effective as of March 15, 2013. Options were granted at an exercise price equal to the closing market price of the Company's common stock on the date of grant. On July 15, 2014, the reporting person entered into a Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreement (the "Agreement") governing the issuance of up to $750,000 aggregate principal amount of Subordinated Secured Convertible Bridge Notes (the "Notes") and Warrants. Pursuant to the terms of the Purchase Agreement, the reporting person purchased $10,000 of Notes and Warrants to purchase 12,000 shares of the Company's Common Stock at exercise prices between $2.94 and $3.50 per share. The Warrants are exercisable for a five (5) year period commencing on the six month anniversary from the date of issuance. The Notes are convertible at any time prior to maturity into shares of the Company's common stock at the rate of one share for each $2.94 of principal amount of the Notes. The Notes mature on October 15, 2014 (subject to a three (3) month extension at the option of a majority in principal amount of the Notes). Rose Ann Giordano 2014-08-08