10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended July 31, 2016
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____________ to _____________

Commission file number: 1-08266

DATARAM CORPORATION
(Exact name of registrant as specified in its charter)
Nevada	22-1831409
(State or other jurisdiction of	(I.R.S.  Employer Identification No.)
incorporation or organization)
777 Alexander Road, Suite 100 Princeton, NJ	08540
(Address of principal executive offices)	(Zip Code)
(609) 799-0071
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definitions of “accelerated filer and large accelerated filer” in Rule 12b of the Exchange Act. (Check One):

Large accelerated filer ☐   Accelerated filer ☐   Non-accelerated filer ☐   Smaller reporting company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes   ☑ No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock ($.001 par value): As of September 13, 2016, there were 3,697,637 shares outstanding.

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PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Dataram Corporation

Condensed Consolidated Balance Sheets

	July 31, 2016			April 30, 2016
	(Unaudited)
Assets
Current assets:
Cash	$	148,676		$	56,262
Accounts receivable, less allowance of $100,000		1,616,988			2,746,010
Inventories, net		1,269,167			1,335,654
Other current assets		216,285			122,775
Total current assets		3,251,116			4,260,701
Property and equipment, net		39,754			50,754
Other assets		34,151			29,479
Capitalized software development costs, net		313,224			326,274
Goodwill		1,083,555			1,083,555
Total assets	$	4,721,800		$	5,750,763
Liabilities and Stockholders' Equity
Current liabilities:
Note payable-revolving credit line	$	1,048,726		$	1,775,839
Accounts payable		971,478			736,922
Accrued liabilities		132,349			158,869
Convertible notes payable related parties		80,000			80,000
Total current liabilities		2,232,553			2,751,630
Other liabilities		95,555			107,499
Total liabilities		2,328,108			2,859,129
Commitments and contingencies
Stockholders' equity:
Preferred stock series A, par value $.01 per share. Designated 1,300,000 shares and no shares issued and outstanding at July 31, 2016 and April 30, 2016		—			—
Preferred stock series B, par value $12.20 per share. Designated 400,000 shares; Issued and outstanding shares 51,672  at July 31, 2016 and 331,559 at April 30, 2016, (Liquidation value $630,386)		630,386			4,045,007
Common stock, par value $.001 per share
Authorized 54,000,000 common shares; par value $.001, issued and outstanding 3,697,637 at July 31, 2016 and 1,643,391 at April 30, 2016		3,698			1,644
Additional paid-in capital		28,397,992			24,556,425
Accumulated deficit		(26,638,384	)		(25,711,442	)
Total stockholders' equity		2,393,692			2,891,634
Total liabilities and stockholder’s equity	$	4,721,800		$	5,750,763

See accompanying notes to condensed consolidated financial statements.

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Dataram Corporation

Consolidated Statements of Operations

Three Months Ended July 31, 2016 and 2015

(Unaudited)

	2016			2015
Revenues	$	4,914,857		$	7,337,682
Costs and expenses:
Cost of sales		4,189,240			5,934,477
Engineering		56,026			53,958
Selling, general and administrative		1,555,950			1,404,266
Total cost and expenses		5,801,216			7,392,701
Loss from operations		(886,359	)		(55,019	)
Other income (expense):
Interest expense		(38,793	)		(62,644	)
Other gain (loss)		(1,790	)		408
Total other expense, net		(40,583	)		(62,236	)
Net loss	$	(926,942	)	$	(117,255	)
Dividend – Series A preferred stock		—			62,660
Net loss allocated to common shareholders	$	(926,942	)	$	(179,915	)
Net loss per share of common stock basic and diluted	$	(0.43	)	$	(0.19	)
Weighted average common shares basic and diluted		2,175,363			933,761

See accompanying notes to condensed consolidated financial statements.

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Dataram Corporation

Condensed Consolidated Statement of Stockholders’ Equity

Three Months Ended July 31, 2016

(Unaudited)

	Preferred Stock Series B						Common Stock
	Shares			Amount			Shares		Amount		Additional Paid-in Capital		Accumulated deficit			Total equity
Balance at May 1, 2016		331,559		$	4,045,007			1,643,391	$	1,644	$	24,556,425	$	(25,711,442	)	$	2,891,634
Stock-based compensation  expense		—			—			188,333		188		428,812		—			429,000
Conversion of series B preferred stock to restricted common shares		(279,887	)		(3,414,621	)		1,865,913		1,866		3,412,755		—			—
Net loss		—			—			—		—		—		(926,942	)		(926,942	)
Balance at July 31, 2016		51,672		$	630,386			3,697,637	$	3,698	$	28,397,992	$	(26,638,384	)	$	2,393,692

See accompanying notes to condensed consolidated financial statements.

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Dataram Corporation

Condensed Consolidated Statements of Cash Flows

Three Months Ended July 31, 2016 and 2015

(Unaudited)

	2016			2015
Cash flows from operating activities:
Net loss	$	(926,942	)	$	(117,255	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred gain on sale leaseback		(17,916	)		(17,916	)
Depreciation and amortization		24,050			24,000
Bad debt expense		—			2,078
Stock-based compensation expense		429,000			212,834
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		1,129,022			(504,137	)
Decrease in inventories		66,487			223,581
Increase in other current assets		(93,510	)		(13,888	)
Increase in other assets		(4,672	)		—
Increase (decrease) in accounts payable		234,556			(265,336	)
Decrease in accrued and other liabilities		(20,548	)		(55,060	)
Net cash provided by (used in) operating activities		819,527			(511,099	)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit line		(727,113	)		254,136
Repayment of convertible notes		—			(27,500	)
Proceeds from sale of common shares		—			500,000
Net cash provided by (used in) financing activities		(727,113	)		726,636
Net increase in cash		92,414			215,537
Cash at beginning of period		56,262			327,298
Cash at end of period	$	148,676		$	542,835
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	38,793		$	62,644
Supplemental disclosures of cash flow information:
Conversion of series B preferred stock into common stock	$	3,414,621		$	—
Non cash preferred stock dividends	$	—		$	62,660

See accompanying notes to condensed consolidated financial statements.

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Dataram Corporation

Notes to Condensed Consolidated Financial Statements

July 31, 2016 and 2015

(Unaudited)

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

Organization and Nature of Business

Dataram Corporation (“Dataram” or the “Company”) is an independent manufacturer and reseller of memory products and provider of performance solutions. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for leading brands including Cisco, Dell, Fujitsu, HP, IBM, Lenovo and Oracle as well as a line of memory products for Intel and AMD motherboard based servers.  Dataram manufactures its memory in-house to meet three key criteria - quality, compatibility, and selection - and tests its memory for performance and OEM compatibility as part of the production process.  The Company has memory designed for over 50,000 systems and with products that range from energy-efficient DDR4 modules to legacy SDR offerings.  The Company is a CMTL Premier Participant and ISO 9001 (2008 Certified). Its products are fully compliant with JEDEC Specifications.

Dataram’s customers include a global network of distributors, resellers, retailers, OEM customers and end users.

Dataram competes with several large independent memory manufacturers and OEMs.  The primary raw material used in producing memory boards is dynamic random access memory (DRAM) chips. The purchase cost of DRAMs is the largest single component of the total cost of a finished memory board. Consequently, average selling prices for computer memory boards are significantly dependent on the pricing and availability of DRAM chips.

Liquidity and Going Concern

The Company's condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the fiscal year ended April 30, 2016, the Company incurred losses of approximately $1,221,000. The Company also incurred losses of approximately $927,000 in fiscal 2017’s first quarter ended July 31, 2016.

If current and projected revenue growth does not meet estimates, the Company may need to raise additional capital through debt and/or equity transactions and further reduce certain overhead costs. The Company may require up to $1,000,000 of additional working capital over the next twelve months to support operations. The Company cannot provide assurance that it will obtain any required financing or such financing will be available to it on favorable terms.

Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 

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Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of July 31, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended July 31, 2016 are not necessarily indicative of the operating results for the full fiscal year or for any future period.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2016. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended April 30, 2016, and updated, as necessary, in this Quarterly Report on Form 10-Q.

On July 6, 2016, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for three (3) basis, effective on July 8, 2016. The accompanying condensed consolidated financial statements and notes thereto give retrospective effect of the reverse stock split for all periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including deferred tax asset valuation allowances and certain other reserves and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Some of the more significant estimates made by management include allowance for doubtful accounts and sales returns, reserve for inventory obsolescence, deferred income tax asset and related valuation allowance, fair value of certain financial instruments and other operating allowances and accruals. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when title passes upon shipment of goods to customers. The Company’s revenue earning activities involve delivering or producing goods. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims. Such amounts were not material for the three months ended July 31, 2016 and 2015.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss available to common stock holders by the weighted average number of shares of common stock issued and outstanding during the period. The calculation of diluted loss per share for the three months ended July 31, 2016 and 2015 includes only the weighted average number of shares of common stock outstanding. The denominator excludes the dilutive effect of common shares issuable upon exercise or conversion of stock options, warrants, convertible notes and Series A and Series B preferred shares as their effect would be anti-dilutive.

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Anti-dilutive securities consisted of the following at July 31:

	2016		2015
Common stock equivalent of convertible notes		—		100,000
Common stock equivalent of convertible notes – related parties		9,070		9,070
Series A preferred shares		—		522,167
Series B preferred shares		344,480		—
Warrants		133,667		1,119,425
Stock options		2,778		99,582
Total		489,995		1,850,244

Recently Issued Accounting Pronouncements

On August 26, 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Classification of Certain Cash Receipts and Cash Payments, seeking to eliminate diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under FASB Accounting Standards Codification (FASB ASC) 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard on its condensed consolidated financial statements.

Note 2: Related Party Transactions

During the three month periods ended July 31, 2016 and 2015, the Company purchased inventories for resale totaling approximately $19,000 and $125,000, respectively, from Sheerr Memory, LLC (“Sheerr Memory”). Sheerr Memory’s owner (“Mr. Sheerr”) is employed by the Company as an advisor. Approximately $19,000 and $11,000 of accounts payable in the Company’s condensed consolidated balance sheets as of July 31, 2016 and April 30, 2016, respectively, is payable to Sheerr Memory. Sheerr Memory offers the Company trade terms of net 30 days and all invoices are settled in the normal course of business. No interest is paid. The Company has not made further purchases from Sheerr Memory subsequent to July 31, 2016. Management anticipates that the Company will make additional purchases, although the Company has no obligation to do so.

During the three month periods ended July 31, 2016 and 2015, the Company purchased inventories for resale totaling approximately $420,000, and $408,000 respectively, from Keystone Memory Group (“Keystone Memory”). Keystone Memory’s owner is a relative of Mr. Sheerr. Approximately $117,000 and $190,000 of accounts payable in the Company’s condensed consolidated balance sheets as of July 31, 2016 and April 30, 2016 is payable to Keystone Memory. Keystone Memory offers the Company trade terms of net due and all invoices are settled in the normal course of business. No interest is paid. The Company has made approximately $81,000 in purchases from Keystone Memory subsequent to July 31, 2016 and management anticipates that the Company will continue to do so, although the Company has no obligation to do so.

On October 31, 2013, the Company entered into an agreement with Mr. Sheerr to leaseback the equipment and furniture that was sold to Mr. Sheerr on October 31, 2013 for $500,000. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional two year period. The transactions described have been accounted for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately $103,000, which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the remaining deferred gain of approximately $358,000 in proportion to the related gross rental charged to expense over the term of the lease, 60 months. The current portion of $72,000 deferred gain was reflected in accrued liabilities and the long-term portion of approximately $96,000 is reflected in other liabilities – long-term in the condensed consolidated balance sheet as of July 31, 2016. As of April 30, 2016, the current portion of $72,000 deferred gain is reflected in accrued liabilities and the long-term portion of approximately $107,000 is reflected in other liabilities – long-term in the consolidated balance sheet as of April 30, 2016.

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Note 3: Note Payable – Revolving Credit Line

The Company’s financing agreement (the “Financing Agreement”) with Rosenthal & Rosenthal, Inc. provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The Financing Agreement matures on November 30, 2016 unless such Financing Agreement is either earlier terminated or renewed. The amount outstanding under the Financing Agreement bears interest at a rate of the Prime Rate (as defined in the Financing Agreement) plus 3.25% (the “Effective Rate”) or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%. The Financing Agreement contains other financial and restrictive covenants, including, among others, covenants limiting the Company’s ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. The Company requested and received a waiver of compliance with respect to certain provisions of the Financing Agreement in connection with certain Bridge Notes issued in July 2014. Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. The Financing Agreement provides for advances against eligible accounts receivable and inventory balances based on prescribed formulas of raw materials and finished goods. There was approximately $137,000 of additional availability as of July 31, 2016.

Note 4: Stockholder’s Equity

Series B preferred shares

During the quarter ended July 31, 2016, the holders of Series B Preferred Stock converted 279,887 Series B Preferred shares into 1,865,913 shares of common stock. The converted value for each Series B Preferred Share is approximately $12.20 or $3,414,621 and resulted in an offsetting increase to Additional Paid in Capital in the July 31, 2016 consolidated balance sheet. As of July 31, 2016, there were 51,672 shares of Series B Preferred Stock outstanding convertible into approximately 344,480 shares of common stock.

Bonus Shares

Bonus Shares - Bonus Shares are an award to an eligible person of shares for services to be rendered or for past services already rendered to the Company. The Board will determine the number of shares to be awarded to the eligible individual, in accordance with any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on performance factors. Payment for the Bonus Shares may be made in the form of cash, whole shares, or a combination thereof, based on the fair market value of the shares on the date of payment, as determined in the sole discretion of the Board.

Between May 1, 2016 and July 29, 2016 the Company awarded 188,333 restricted shares of the Company’s common stock to employees, executive officers and directors. The Company’s condensed consolidated statements of operations for the three months ended July 31, 2016 include approximately $429,000 of stock-based compensation expense. These stock grants have been classified as equity instruments and, as such, a corresponding increase has been reflected in additional paid-in capital in the accompanying consolidated balance sheets.

Warrants

At July 31, 2016 the Company had 133,667 warrants outstanding with exercise prices between $7.50 and $10.50. A summary of warrant activity for the three months ended July 31, 2016 is as follows:

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	Shares			Weighted average exercise price		Weighted average remaining contractual life years		Aggregate intrinsic value (1)
Balance May 1, 2016		207,625		$	19.74		1.24		—
Issued		—			—		—		—
Expired		(73,958	)	$	40.68
Balance July  31, 2016		133,667		$	8.15		2.32		—

(1) This amount represents the difference between the conversion price and $1.80, the closing price of Dataram common stock on July 29, 2016 as reported on the NASDAQ Stock Market, for all in-the-money warrants outstanding.

Note 5: Commitments and Contingencies

Leases

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of July 31, 2016 are as follows:

	Non-Related		Related
	Party		Party		Total
Year ending April 30:
2017		115,000		67,000		182,000
2018		84,000		90,000		174,000
2019		85,000		45,000		130,000
2020		86,000		—		86,000
Total	$	370,000	$	202,000	$	572,000

Legal Proceedings

Effective as of the close of business on December 17, 2014, the Company terminated its agreement with MPP Associates, Inc., pursuant to which Marc P. Palker had been providing CFO services to the Company. On April 8, 2015, MPP Associates, Inc. and Mr. Palker filed a complaint, MPP Associates, Inc. and Marc Palker v. Dataram Corporation, Jon Isaac, David Moylan, Michael Markulec and Richard Butler, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002413-15.

Effective as of the close of business on January 22, 2015, the Company terminated the employment agreement with John H. Freeman, its former Chief Executive Officer. On April 9, 2015, Mr. Freeman filed a complaint, John Freeman v. Dataram Corporation, David A. Moylan, Jon Isaac, and John Does 1-5, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002471-15.

Similarly, on April 10, 2015, the Company filed an action against Mr. Freeman, Mr. Palker and MPP Associates, Inc., as Dataram Corporation v. John Freeman, Marc Palker and MPP Associates, Inc., in the Superior Court of the State of New Jersey, Mercer County, Docket No. ESX-L-000886-15.

The aforementioned three State Court actions described have been consolidated in Essex County.

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On March 9, 2015, Marc Palker filed a complaint against the Company with the U.S. Department of Labor, Occupational Safety and Health Administration, alleging a violation of the Sarbanes-Oxley Act of 2002.

On June 26, 2015, Alethea Douglas, a former employee, filed a complaint against the Company with the U.S. Equal Employment Opportunity Commission, alleging a claim for age discrimination in connection with the termination of her employment effective May 20, 2015.

A range of loss, if any, on the aforementioned matters cannot be estimated at this point in time.

Note 6: Financial Information by Geographic Location

The Company currently operates in one business segment that develops, manufactures and markets a variety of memory systems for use with network servers and workstations which are manufactured by various companies. Revenues for the three months ended July 31, 2016 and 2015 by geographic region are as follows:

	Three months ended July 31, 2016		Three months ended July 31, 2015
United States	$	3,262,000	$	6,113,000
Europe		1,143,000		1,116,000
Other (principally Asia Pacific Region)		510,000		109,000
Consolidated	$	4,915,000	$	7,338,000

Note 7: Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash in financial institutions. To the extent that such deposits exceed the maximum insurance levels, they are uninsured. The Company performs ongoing evaluations of its customers’ financial condition, as well as general economic conditions and, generally, requires no collateral from its customers. At July 31, 2016 amounts due from three customers totaled approximately 16%, 13% and 10%, of accounts receivable. At April 30, 2016, amounts due from one customer totaled approximately 15%.

In the fiscal quarter ended July 31, 2016 the Company had sales to one customer that totaled 27%. For the comparable prior year period ended July 31, 2015 we had sales to four customers that were over 10% of revenues. Two customers were approximately 13% each, the third customer was approximately 14% and the fourth customer was approximately 16% of revenues.

Note 8: Entry into a Material Definitive Agreement

On June 13, 2016, the Company entered into an Agreement and Plan of Merger with its wholly owned subsidiary, Dataram Acquisition Sub, Inc., a Nevada corporation, U.S. Gold Corp., a Nevada corporation and exploration stage company that owns certain mining leases and other mineral rights comprising the Copper King gold and copper development project located in the Silver Crown Ming District of southeast Wyoming and Copper King, LLC, a principal stockholder of U.S. Gold Corp. The closing of the merger is subject to conditions as defined in the agreement.

Pursuant to the terms and conditions of the Merger Agreement, at the closing of the Merger, U.S. Gold’s common stock, Series A Preferred Stock and Series B Preferred Stock will be converted into the right to receive shares of the Company’s Common Stock or, at the election of any U.S. Gold stockholder, shares of the Company’s newly designated 0% Series C Convertible Preferred Stock, par value $0.001 per share, which are convertible into shares of Common Stock. The Merger Consideration shall be allocated as defined in the agreement.

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On July 6, 2016, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse split of the Company’s issued and outstanding common stock on a 1 for 3 basis, which was effective with the State of Nevada on July 8, 2016 and with The NASDQ Stock Market at the open of trading on July 11, 2016. All share and per share amounts are reflective of the reverse split.

On July 29, 2016, the Company, Acquisition Sub, U.S. Gold and Copper King, amended and restated the Merger Agreement in order to reflect the reverse split of the Company’s issued and outstanding common stock and to adjust certain aspects of the merger consideration and management consideration as defined in the amended merger agreement.

Note 9: Subsequent event

On August 3, 2016, the Company entered into separate securities purchase agreements with accredited investors for the issuance and sale of the Company’s newly designated 0% Series D Convertible Preferred Stock (“Preferred Shares”) which are convertible into shares of the Company’s common stock, par value $0.001 per share and such sale and issuance. The Series D Preferred Shares are governed by a Certificate of Designations, Preferences and Rights of the 0% Series D Convertible Preferred Stock. Each Series D Preferred Share was sold at a per share purchase price of $136.00 and converts into 100 shares of Common Stock, subject to adjustment for dividends and stock splits. On August 5, 2016, the Company closed the private placement and sold 3,699 Series D Preferred Shares convertible into an aggregate of 369,900 shares of common stock with gross proceeds to the Company of $503,000.

On August 31, 2016, the Company terminated the employment of David Sheerr. Mr. Sheerr as owner of Sheerr Memory was a related party, (See note 2). The agreements with Sheer Memory and Keystone Memory have not been affected by the change of Mr. Sheerr employment status.

12 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10Q (“Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A described in the Company’s most recent Annual Report on Form 10-K under the heading “Risk Factors filed with the Securities and Exchange Commission which can be reviewed at http://www.sec.gov. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Overview

Dataram Corporation is incorporated in the State of Nevada and the Company’s common stock is traded on The NASDAQ Capital Market under the symbol "DRAM."

On July 6, 2016, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock on a 1 for 3 basis. The reverse stock split was effective on July 11, 2016. Except where otherwise indicated, all per share amounts reflect the reverse stock split.

The Company's principal executive office is located at 777 Alexander Road, Suite 100, Princeton, New Jersey, 08540, its telephone number is (609) 799-0071, its fax is (609) 799-6734, and its website is located at http://www.dataram.com.

Dataram is an independent manufacturer of memory products and provider of performance solutions. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for leading brands including Cisco, Dell, Fujitsu, HP, IBM, Lenovo and Oracle as well as a line of memory products for Intel and AMD motherboard based servers.  Dataram manufactures its memory in-house to meet three key criteria - quality, compatibility, and selection - and tests its memory for performance and original equipment manufacturer (OEM) compatibility as part of the production process.  With memory designed for over 50,000 systems and with products that range from energy-efficient DDR4 modules to legacy SDR offerings, Dataram offers one of the most complete portfolios in the industry.  The Company is a CMTL Premier Participant and ISO 9001 (2008 Certified). Its products are fully compliant with JEDEC Specifications.

Dataram’s customers include a global network of distributors, resellers, retailers, OEM customers and end users.

Dataram competes with several other large memory manufacturers and OEMs.  The primary raw material used in producing memory boards is dynamic random access memory (DRAM) chips. The purchase cost of DRAMs is the largest single component of the total cost of a finished memory board. Consequently, average selling prices for computer memory boards are significantly dependent on the pricing and availability of DRAM chips.

13 

Proposed Acquisition of US Gold Corp

On June 13, 2016, we entered into an agreement to acquire U.S. Gold Corp., a Nevada corporation, and subsidiaries ("U.S. Gold"). U.S. Gold is an exploration stage company that owns certain mining leases and other mineral rights comprising the Copper King gold and copper development project located in the Silver Crown Ming District of southeast Wyoming (the “Copper King Project”) and mining claims related to a gold development project in Eureka County, Nevada (the “Keystone Project”).

The closing of the transaction is not determinable at this time and is subject to certain closing conditions, shareholder approval and regulatory review. There is no assurance that such conditions will be satisfied and approvals secured such that the transaction will be consummated.

Business Segments

Dataram has four business lines which provide complementary solutions to the market.  Each has a different customer focus and “go to market” approach.  They are:

· Dataram / Princeton Memory: provides memory products that support enterprise / mission critical needs, custom and high end memory solutions, consulting services, software solutions, and asset management / buy-back programs. Products are sold direct and through partners into the enterprise, government and embedded markets.

· Micro Memory Bank (MMB): provides new and refurbished memory products which are not commonly available and, in most cases, no longer available from the OEM. The business also provides brokerage and technology recycling services.

· MemoryStore.com: the Memorystore.com web property provides “Dataram Value Memory” products used in desktops, laptops, notebooks, servers, workstations, and MAC systems. Dataram Value Memory is specifically designed and tested to meet industry standards and is compliant with JEDEC Specifications.

· 18004Memory.com: the 18004Memory.com web property provides new and refurbished memory products used in desktops, laptops, notebooks, servers, MAC systems, printers, digital cameras, and mobile devices. This includes memory upgrades for all major brands including Compaq, Dell, Apple, Hewlett-Packard, Toshiba, IBM, Gateway, Sony, Fujitsu, and Acer.

Liquidity and Capital Resources

As of July 31, 2016, the Company had cash totaling approximately $149,000. Net cash provided by operating activities totaled approximately $820,000. Net loss in the quarter totaled approximately $927,000 which included approximately $429,000 of stock based compensation expense. Trade receivables decreased by approximately $1,129,000 primarily the result of decreased revenues. Inventories decreased by approximately 156,000 the decrease in inventories was a management decision to reduce inventory levels and conserve working capital. Accounts payable increased by approximately $235,000.

Net cash used in financing activities totaled approximately $727,000 and was the result of The Company’s repayments on its line of credit.

If current and projected revenue growth does not meet estimates, the Company may need to raise additional capital through debt and/or equity transactions and further reduce certain overhead costs. The Company may require up to $1,000,000 of additional working capital over the next twelve months to support operations. The Company cannot provide assurance that it will obtain any required financing or such financing will be available to it on favorable terms.

Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. 

14 

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of July 31, 2016 are as follows:

	Non-Related		Related
	Party		Party		Total
Year ending April 30:
2017		115,000		67,000		182,000
2018		84,000		90,000		174,000
2019		85,000		45,000		130,000
2020		86,000		—		86,000
Thereafter
Total	$	370,000	$	202,000	$	572,000

The Company has no other material commitments.

Results of Operations

Revenues for the three month period ended July 31, 2016 were approximately $4,915,000 compared to revenues of $7,338,000 for the comparable prior year period. Average selling prices have fallen over 35% from the comparable prior year period. The Company also reduced sales resources associated with marginally profitable broker product line which resulted in approximately $1,100,000 decline in revenue.

Cost of sales for the three month period ended July 31, 2016 was $4,189,000 versus $5,934,000 in the prior year comparable period. Cost of sales as a percentage of revenues for the fiscal quarters ended July 31, 2016 and 2015 were 85% and 81%, respectively. The decrease in gross margin as a percent of sales is a result of the Company trying to protect market share in an environments of declining selling prices.

Engineering expense for the three month period ended July 31, 2016 was $56,000 versus $54,000 for the same respective prior year period.

Selling, general and administrative expense for the three month period ended July 31, 2016 totaled $1,556,000 versus $1,404,000 in the same prior year period, an increase of approximately $152,000. The Company recorded approximately $429,000 of stock based compensation charges in the quarter just ended compared to $213,000 in the comparable prior year period.

Other income (expense), net for the three month period ended July 31, 2016 totaled expense of $41,000 versus $62,000 of expense for the same prior year period. Other expense consists of primarily interest expense, and has decreased as a result of reduced borrowing on the Company’s revolving credit line.

Critical Accounting Policies

During December 2001, the Securities and Exchange Commission (“SEC”) published a Commission Statement in the form of Financial Reporting Release No. 60 which encouraged that all registrants discuss their most “critical accounting policies” in management’s discussion and analysis of financial condition and results of operations. The SEC has defined critical accounting policies as those that are both important to the portrayal of a company’s financial condition and results, and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. While the Company’s significant accounting policies are summarized in Note 3 of notes to consolidated financial statements included in this Annual Report, management believes the following accounting policies to be critical:

15 

Revenue Recognition - Revenue is recognized when title passes upon shipment of goods to customers. The Company’s revenue earning activities involve delivering or producing goods. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale in accordance with the Revenue Recognition – Right of Return Topic of the FASB ASC. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims.

Research and Development - Research and development costs are expensed as incurred, including Company-sponsored research and development and costs of patents and other intellectual property that have no alternative future use when acquired and in which we had an uncertainty in receiving future economic benefits. Development costs of a computer software product to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. Technological feasibility of a computer software product is established when all planning, designing, coding and testing activities that are necessary to establish that the product can be produced to meet its design specifications (including functions, features and technical performance requirements) are completed.

Income Taxes - The Company utilizes the asset and liability method of accounting for income taxes in accordance with the provisions of the Expenses – Income Taxes Topic of the FASB ASC. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company considers certain tax planning strategies in its assessment as to the recoverability of its tax assets. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in earnings in the period that the tax rate changes. The Company recognizes, in its consolidated financial statements, the impact of a tax position, if that position is more likely than not to be sustained on audit, based on technical merits of the position. There are no material unrecognized tax positions in the financial statements.

Goodwill – The carrying value of goodwill is not amortized, but is tested annually as of March 31 as well as whenever events or changes in circumstances indicate that the carrying amount may not be recoverable using a two-step process. As of April 30, 2016, management has concluded that no impairment of goodwill is required.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including deferred tax asset valuation allowances and certain other reserves and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Some of the more significant estimates made by management include allowance for doubtful accounts and sales returns, reserve for inventory obsolescence, deferred income tax asset and related valuation allowance, fair value of certain financial instruments, impairment assessment of carrying value of goodwill and other intangible assets and other operating allowances and accruals. Actual results could differ from those estimates.

16 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not invest in market risk sensitive instruments. At times, the Company's cash equivalents consist of overnight deposits with banks and money market accounts. The Company's objective in connection with its investment strategy is to maintain the security of its cash reserves without taking market risk with principal.

The Company purchases and sells primarily in U.S. dollars. The Company sells in foreign currency (primarily Euros) to a limited number of customers and as such incurs some foreign currency risk. At any given time, approximately 5% to 40% of the Company’s accounts receivable are denominated in currencies other than U.S. dollars. At present, the Company does not purchase forward contracts as hedging instruments, but could do so as circumstances warrant.

ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in the Securities Exchange Act of 1934 rule 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.

In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

While we believe our disclosure controls and procedures and our internal control over financial reporting are adequate, no system of controls can prevent errors and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur. Controls can also be circumvented by individual acts of some people, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Subject to the limitations above, management believes that the condensed consolidated financial statements and other financial information contained in this report, fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented.

Based on the evaluation of the effectiveness of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective at a reasonable assurance level.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the three months ended July 31, 2016, there were no changes our internal control over financial reporting.

17 

PART II: OTHER INFORMATION

Item 1. Legal ProceEdinGS

Effective as of the close of business on December 17, 2014, the Company terminated its agreement with MPP Associates, Inc., pursuant to which Marc P. Palker had been providing CFO services to the Company. On April 8, 2015, MPP Associates, Inc. and Mr. Palker filed a complaint, MPP Associates, Inc. and Marc Palker v. Dataram Corporation, Jon Isaac, David Moylan, Michael Markulec and Richard Butler, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002413-15.

Effective as of the close of business on January 22, 2015, the Company terminated the employment agreement with John H. Freeman, its former Chief Executive Officer. On April 9, 2015, Mr. Freeman filed a complaint John Freeman v. Dataram Corporation, David A. Moylan, Jon Isaac, and John Does 1-5, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002471-15.

Similarly, on April 10, 2015, the Company filed an action against Mr. Freeman, Mr. Palker and MPP Associates, Inc., as Dataram Corporation v. John Freeman, Marc Palker and MPP Associates, Inc., in the Superior Court of the State of New Jersey, Mercer County, Docket No. ESX-L-000886-15.

The aforementioned three State Court actions described have been consolidated in Essex County.

On March 9, 2015, Marc Palker filed a complaint against the Company with the U.S. Department of Labor, Occupational Safety and Health Administration, alleging a violation of the Sarbanes-Oxley Act of 2002.

On June 26, 2015, Alethea Douglas, a former employee, filed a complaint against the Company with the U.S. Equal Employment Opportunity Commission, alleging a claim for age discrimination in connection with the termination of her employment effective May 20, 2015.

A range of loss, if any, on the aforementioned matters cannot be estimated at this point in time.

Item 1A. Risk Factors.

There have been no material changes to the Risk Factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended April 30, 2016, other than the following:

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. Other Information.

None.

18 

Item 6. Exhibits.

Exhibit No	Description
31(a)	Rule 13a-14(a) Certification of David A. Moylan.
31(b)	Rule 13a-14(a) Certification of Anthony M. Lougee.
32(a)	Section 1350 Certification of David A. Moylan (furnished not filed).
32(b)	Section 1350 Certification of Anthony M. Lougee (furnished not filed).
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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 thereunto duly authorized.

	DATARAM CORPORATION
Date: September 14, 2016	By:	/s/ DAVID A MOYLAN
		David A. Moylan
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
Date: September 14, 2016	By:	/s/ ANTHONY M. LOUGEE
		Anthony M. Lougee
		Chief Financial Officer
		(Principal Finance and Accounting Officer)

19 

EX-31

Exhibit 31(a)

Rule 13a-14(a) Certification

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

I, David A. Moylan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dataram Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  September 14, 2016	/s/ David A. Moylan
	David A. Moylan, Chairman and
	Chief Executive Officer
	(Principal Executive Officer)

EX-31

Exhibit 31(b)

Rule 13a-14(a) Certification

CERTIFICATION OF CHIEF ACCOUNTING OFFICER PURSUANT TO SECTION 302

I, Anthony M. Lougee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dataram Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  September 14, 2016	/s/ Anthony M. Lougee
	Anthony M. Lougee
	Chief Financial Officer
	(Principal Finance and Accounting Officer)

EX-32

Exhibit 32(a)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Dataram Corporation, a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended July 31, 2016, as filed with the Securities and Exchange Commission (the “Report”), David A. Moylan, Chief Executive Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:  September 14, 2016	/s/ David A. Moylan
	David A. Moylan
	Chairman and Chief Executive Officer Chief Executive Officer
	(Principal Executive Officer)

[A signed original of this written statement required by Section 906 has been provided to Dataram Corporation and will be retained by Dataram Corporation and furnished to the Securities and Exchange Commission or its staff upon request.]

EX-32

Exhibit 32(b)

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Dataram Corporation, a Nevada corporation (the “Company”), on Form 10-Q for the quarter ended July 31, 2016, as filed with the Securities and Exchange Commission (the “Report”), Anthony M. Lougee, Chief Financial Officer of the Company, does hereby certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to his knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:  September 14, 2016	/s/ Anthony M. Lougee
	Anthony M. Lougee
	Chief Financial Officer
	(Principal Finance and Accounting Officer)

[A signed original of this written statement required by Section 906 has been provided to Dataram Corporation and will be retained by Dataram Corporation and furnished to the Securities and Exchange Commission or its staff upon request.]

XML

Document and Entity Information - shares	3 Months Ended
	Jul. 31, 2016	Sep. 13, 2016
Document And Entity Information
Entity Registrant Name	Dataram Corporation
Entity Central Index Key	0000027093
Document Type	10-Q
Document Period End Date	Jul. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		3,697,637
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

XML

Condensed Consolidated Balance Sheets - USD ($)	Jul. 31, 2016	Apr. 30, 2016
Current assets:
Cash and cash equivalents	$ 148,676	$ 56,262
Accounts receivable	1,616,988	2,746,010
Inventories, net	1,269,167	1,335,654
Other current assets	216,285	122,775
Total current assets	3,251,116	4,260,701
Property and equipment, net	39,754	50,754
Other assets	34,151	29,479
Capitalized software development costs	313,224	326,274
Goodwill	1,083,555	1,083,555
Total assets	4,721,800	5,750,763
Current liabilities:
Note payable-revolving credit line	1,048,726	1,775,839
Accounts payable	971,478	736,922
Accrued liabilities	132,349	158,869
Convertible notes payable related parties	80,000	80,000
Total current liabilities	2,232,553	2,751,630
Other liabilities	95,555	107,499
Total liabilities	2,328,108	2,859,129
Stockholders' equity:
Common Stock	3,698	1,644
Additional paid-in capital	28,397,992	24,556,425
Accumulated deficit	(26,638,384)	(25,711,442)
Total stockholders' equity	2,393,692	2,891,634
Total liabilities and stockholders' equity	4,721,800	5,750,763
Series A Preferred Shares
Stockholders' equity:
Preferred stock
Series B Preferred Shares
Stockholders' equity:
Preferred stock	$ 630,386	$ 4,045,007

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jul. 31, 2016	Apr. 30, 2016
Allowance	$ 100,000	$ 100,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	54,000,000	54,000,000
Common stock, issued shares	3,697,637	1,643,391
Common stock, outstanding shares	3,697,637	1,643,391
Series A Preferred Shares
Preferred stock, par value	$ .01	$ .01
Preferred stock, designated shares	1,300,000	1,300,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Series B Preferred Shares
Preferred stock, par value	$ 12.20	$ 12.20
Preferred stock, designated shares	400,000	400,000
Preferred stock, issued shares	51,672	331,559
Preferred stock, outstanding shares	51,672	331,559
Preferred stock, liquidation value	$ 630,386

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Income Statement [Abstract]
Revenues	$ 4,914,857	$ 7,337,682
Costs and expenses:
Cost of sales	4,189,240	5,934,477
Engineering	56,026	53,958
Selling, general and administrative	1,555,950	1,404,266
Total costs and expenses	5,801,216	7,392,701
Loss from operations	(886,359)	(55,019)
Other income (expense):
Interest expense	(38,793)	(62,644)
Other gain (loss)	(1,790)	408
Total other expense, net	(40,583)	(62,236)
Net loss	(926,942)	(117,255)
Dividend - Series A preferred stock		62,660
Net loss allocated to common shareholders	$ (926,942)	$ (179,915)
Net loss per share of common stock basic and diluted	$ (0.43)	$ (0.19)
Weighted average common shares outstanding basic and diluted	2,175,363	933,761

XML

Condensed Consolidated Statement of Stockholders' Equity (Unaudied) (Unaudited) - 3 months ended Jul. 31, 2016 - USD ($)	Preferred Stock Series B	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, value at Apr. 30, 2016	$ 4,045,007	$ 1,644	$ 24,556,425	$ (25,711,442)	$ 2,891,634
Beginning balance, shares at Apr. 30, 2016	331,559	1,643,391
Stock-based compensation, value		$ 188	428,812		429,000
Stock-based compensation, shares		188,333
Conversion of series B preferred stock to restricted common shares, value	$ (3,414,621)	$ 1,866	3,412,755		0
Conversion of series B preferred stock to restricted common shares, shares	(279,887)	1,865,913
Net loss				(926,942)	(926,942)
Ending balance,value at Jul. 31, 2016	$ 630,386	$ 3,698	$ 28,397,992	$ (26,638,384)	$ 2,393,692
Ending balance,shares at Jul. 31, 2016	51,672	3,697,637

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Cash flows from operating activities:
Net loss	$ (926,942)	$ (117,255)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred gain on sale leaseback	(17,916)	(17,916)
Depreciation and amortization	24,050	24,000
Bad debt expense		2,078
Stock-based compensation expense	429,000	212,834
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	1,129,022	(504,137)
Decrease in inventories	66,487	223,581
Increase in other current assets	(93,510)	(13,888)
Increase in other assets	(4,672)
Increase (decrease) in accounts payable	234,556	(265,336)
Decrease in accrued and other liabilities	(20,548)	(55,060)
Net cash provided by (used in) operating activities	819,527	(511,099)
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit line	(727,113)	254,136
Repayment of convertible notes		(27,500)
Proceeds from sale of common shares		500,000
Net cash provided by (used in) financing activities	(727,113)	726,636
Net increase in cash	92,414	215,537
Cash at beginning of period	56,262	327,298
Cash at end of period	148,676	542,835
Cash paid during the period for:
Interest	38,793	62,644
Supplemental disclosures of non-cash flow information:
Conversion of series B preferred stock into common stock	$ 3,414,621
Non-cash preferred stock dividends		$ 62,600

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Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Jul. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 1: Basis of Presentation and Summary of Significant Accounting Policies

Organization and Nature of Business

Dataram Corporation (“Dataram” or the “Company”) is an independent manufacturer and reseller of memory products and provider of performance solutions. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for leading brands including Cisco, Dell, Fujitsu, HP, IBM, Lenovo and Oracle as well as a line of memory products for Intel and AMD motherboard based servers. Dataram manufactures its memory in-house to meet three key criteria - quality, compatibility, and selection - and tests its memory for performance and OEM compatibility as part of the production process. The Company has memory designed for over 50,000 systems and with products that range from energy-efficient DDR4 modules to legacy SDR offerings. The Company is a CMTL Premier Participant and ISO 9001 (2008 Certified). Its products are fully compliant with JEDEC Specifications.

Dataram’s customers include a global network of distributors, resellers, retailers, OEM customers and end users.

Dataram competes with several large independent memory manufacturers and OEMs. The primary raw material used in producing memory boards is dynamic random access memory (DRAM) chips. The purchase cost of DRAMs is the largest single component of the total cost of a finished memory board. Consequently, average selling prices for computer memory boards are significantly dependent on the pricing and availability of DRAM chips.

Liquidity and Going Concern

The Company's condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the fiscal year ended April 30, 2016, the Company incurred losses of approximately $1,221,000. The Company also incurred losses of approximately $927,000 in fiscal 2017’s first quarter ended July 31, 2016.

If current and projected revenue growth does not meet estimates, the Company may need to raise additional capital through debt and/or equity transactions and further reduce certain overhead costs. The Company may require up to $1,000,000 of additional working capital over the next twelve months to support operations. The Company cannot provide assurance that it will obtain any required financing or such financing will be available to it on favorable terms.

Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of July 31, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended July 31, 2016 are not necessarily indicative of the operating results for the full fiscal year or for any future period.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2016. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended April 30, 2016, and updated, as necessary, in this Quarterly Report on Form 10-Q.

On July 6, 2016, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for three (3) basis, effective on July 8, 2016. The accompanying condensed consolidated financial statements and notes thereto give retrospective effect of the reverse stock split for all periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including deferred tax asset valuation allowances and certain other reserves and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Some of the more significant estimates made by management include allowance for doubtful accounts and sales returns, reserve for inventory obsolescence, deferred income tax asset and related valuation allowance, fair value of certain financial instruments, impairment assessment of carrying value of goodwill and other intangible assets and other operating allowances and accruals. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized when title passes upon shipment of goods to customers. The Company’s revenue earning activities involve delivering or producing goods. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims. Such amounts were not material for the three months ended July 31, 2016 and 2015.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss available to common stock holders by the weighted average number of shares of common stock issued and outstanding during the period. The calculation of diluted loss per share for the three months ended July 31, 2016 and 2015 includes only the weighted average number of shares of common stock outstanding. The denominator excludes the dilutive effect of common shares issuable upon exercise or conversion of stock options, warrants, convertible notes and Series A and Series B preferred shares as their effect would be anti-dilutive.

Anti-dilutive securities consisted of the following at July 31:

	2016		2015
Common stock equivalent of convertible notes		—		100,000
Common stock equivalent of convertible notes – related parties		9,070		9,070
Series A preferred shares		—		522,167
Series B preferred shares		344,480		—
Warrants		133,667		1,119,425
Stock options		2,778		99,582
Total		489,995		1,850,244

Recently Issued Accounting Pronouncements

On August 26, 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Classification of Certain Cash Receipts and Cash Payments, seeking to eliminate diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under FASB Accounting Standards Codification (FASB ASC) 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard on its condensed consolidated financial statements.

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Related Party Transactions

3 Months Ended

Jul. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions

Note 2: Related Party Transactions

During the three month periods ended July 31, 2016 and 2015, the Company purchased inventories for resale totaling approximately $19,000 and $125,000, respectively, from Sheerr Memory, LLC (“Sheerr Memory”). Sheerr Memory’s owner (“Mr. Sheerr”) is employed by the Company as an advisor. Approximately $19,000 and $11,000 of accounts payable in the Company’s condensed consolidated balance sheets as of July 31, 2016 and April 30, 2016, respectively, is payable to Sheerr Memory. Sheerr Memory offers the Company trade terms of net 30 days and all invoices are settled in the normal course of business. No interest is paid. The Company has not made further purchases from Sheerr Memory subsequent to July 31, 2016. Management anticipates that the Company will make additional purchases, although the Company has no obligation to do so.

During the three month periods ended July 31, 2016 and 2015, the Company purchased inventories for resale totaling approximately $420,000, and $408,000 respectively, from Keystone Memory Group (“Keystone Memory”). Keystone Memory’s owner is a relative of Mr. Sheerr. Approximately $117,000 and $190,000 of accounts payable in the Company’s condensed consolidated balance sheets as of July 31, 2016 and April 30, 2016 is payable to Keystone Memory. Keystone Memory offers the Company trade terms of net due and all invoices are settled in the normal course of business. No interest is paid. The Company has made approximately $81,000 in purchases from Keystone Memory subsequent to July 31, 2016 and management anticipates that the Company will continue to do so, although the Company has no obligation to do so.

On October 31, 2013, the Company entered into an agreement with Mr. Sheerr to leaseback the equipment and furniture that was sold to Mr. Sheerr on October 31, 2013 for $500,000. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional two year period. The transactions described have been accounted for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately $103,000, which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the remaining deferred gain of approximately $358,000 in proportion to the related gross rental charged to expense over the term of the lease, 60 months. The current portion of $72,000 deferred gain was reflected in accrued liabilities and the long-term portion of approximately $96,000 is reflected in other liabilities – long-term in the condensed consolidated balance sheet as of July 31, 2016. As of April 30, 2016, the current portion of $72,000 deferred gain is reflected in accrued liabilities and the long-term portion of approximately $107,000 is reflected in other liabilities – long-term in the consolidated balance sheet as of April 30, 2016.

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Note Payable - Revolving Credit Line

3 Months Ended

Jul. 31, 2016

Debt Disclosure [Abstract]

Note Payable - Revolving Credit Line

Note 3: Note Payable – Revolving Credit Line

The Company’s financing agreement (the “Financing Agreement”) with Rosenthal & Rosenthal, Inc. provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The Financing Agreement matures on November 30, 2016 unless such Financing Agreement is either earlier terminated or renewed. The amount outstanding under the Financing Agreement bears interest at a rate of the Prime Rate (as defined in the Financing Agreement) plus 3.25% (the “Effective Rate”) or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%. The Financing Agreement contains other financial and restrictive covenants, including, among others, covenants limiting the Company’s ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. The Company requested and received a waiver of compliance with respect to certain provisions of the Financing Agreement in connection with certain Bridge Notes issued in July 2014. Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. The Financing Agreement provides for advances against eligible accounts receivable and inventory balances based on prescribed formulas of raw materials and finished goods. There was approximately $137,000 of additional availability as of July 31, 2016.

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Stockholders' Equity

3 Months Ended

Jul. 31, 2016

Equity [Abstract]

Stockholders' Equity

Note 4: Stockholder’s Equity

Series B preferred shares

During the quarter ended July 31, 2016, the holders of Series B Preferred Stock converted 279,887 Series B Preferred shares into 1,865,913 shares of common stock. The converted value for each Series B Preferred Share is approximately $12.20 or $3,414,621 and resulted in an offsetting increase to Additional Paid in Capital in the July 31, 2016 consolidated balance sheet. As of July 31, 2016, there were 51,672 shares of Series B Preferred Stock outstanding convertible into approximately 344,480 shares of common stock.

Bonus Shares

Bonus Shares - Bonus Shares are an award to an eligible person of shares for services to be rendered or for past services already rendered to the Company. The Board will determine the number of shares to be awarded to the eligible individual, in accordance with any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on performance factors. Payment for the Bonus Shares may be made in the form of cash, whole shares, or a combination thereof, based on the fair market value of the shares on the date of payment, as determined in the sole discretion of the Board.

Between May 1, 2016 and July 29, 2016 the Company awarded 188,333 restricted shares of the Company’s common stock to employees, executive officers and directors. The Company’s condensed consolidated statements of operations for the three months ended July 31, 2016 include approximately $429,000 of stock-based compensation expense. These stock grants have been classified as equity instruments and, as such, a corresponding increase has been reflected in additional paid-in capital in the accompanying consolidated balance sheets.

Warrants

At July 31, 2016 the Company had 133,667 warrants outstanding with exercise prices between $7.50 and $10.50. A summary of warrant activity for the three months ended July 31, 2016 is as follows:

	Shares			Weighted average exercise price		Weighted average remaining contractual life years		Aggregate intrinsic value (1)
Balance May 1, 2016		207,625		$	19.74		1.24		—
Issued		—			—		—		—
Expired		(73,958	)	$	40.68
Balance July 31, 2016		133,667		$	8.15		2.32		—

(1) This amount represents the difference between the conversion price and $1.80, the closing price of Dataram common stock on July 29, 2016 as reported on the NASDAQ Stock Market, for all in-the-money warrants outstanding.

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Commitments and Contingencies

3 Months Ended

Jul. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5: Commitments and Contingencies

Leases

Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of July 31, 2016 are as follows:

	Non-Related		Related
	Party		Party		Total
Year ending April 30:
2017		115,000		67,000		182,000
2018		84,000		90,000		174,000
2019		85,000		45,000		130,000
2020		86,000		—		86,000
Total	$	370,000	$	202,000	$	572,000

Legal Proceedings

Effective as of the close of business on December 17, 2014, the Company terminated its agreement with MPP Associates, Inc., pursuant to which Marc P. Palker had been providing CFO services to the Company. On April 8, 2015, MPP Associates, Inc. and Mr. Palker filed a complaint, MPP Associates, Inc. and Marc Palker v. Dataram Corporation, Jon Isaac, David Moylan, Michael Markulec and Richard Butler, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002413-15.

Effective as of the close of business on January 22, 2015, the Company terminated the employment agreement with John H. Freeman, its former Chief Executive Officer. On April 9, 2015, Mr. Freeman filed a complaint, John Freeman v. Dataram Corporation, David A. Moylan, Jon Isaac, and John Does 1-5, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002471-15.

Similarly, on April 10, 2015, the Company filed an action against Mr. Freeman, Mr. Palker and MPP Associates, Inc., as Dataram Corporation v. John Freeman, Marc Palker and MPP Associates, Inc., in the Superior Court of the State of New Jersey, Mercer County, Docket No. ESX-L-000886-15.

The aforementioned three State Court actions described have been consolidated in Essex County.

On March 9, 2015, Marc Palker filed a complaint against the Company with the U.S. Department of Labor, Occupational Safety and Health Administration, alleging a violation of the Sarbanes-Oxley Act of 2002.

On June 26, 2015, Alethea Douglas, a former employee, filed a complaint against the Company with the U.S. Equal Employment Opportunity Commission, alleging a claim for age discrimination in connection with the termination of her employment effective May 20, 2015.

A range of loss, if any, on the aforementioned matters cannot be estimated at this point in time.

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Financial Information by Geographic Location

3 Months Ended

Jul. 31, 2016

Segment Reporting [Abstract]

Financial Information by Geographic Location

Note 6: Financial Information by Geographic Location

The Company currently operates in one business segment that develops, manufactures and markets a variety of memory systems for use with network servers and workstations which are manufactured by various companies. Revenues for the three months ended July 31, 2016 and 2015 by geographic region are as follows:

	Three months ended July 31, 2016		Three months ended July 31, 2015
United States	$	3,262,000	$	6,113,000
Europe		1,143,000		1,116,000
Other (principally Asia Pacific Region)		510,000		109,000
Consolidated	$	4,915,000	$	7,338,000

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Concentration of Credit Risk

3 Months Ended

Jul. 31, 2016

Risks and Uncertainties [Abstract]

Concentration of Credit Risk

Note 7: Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash in financial institutions. To the extent that such deposits exceed the maximum insurance levels, they are uninsured. The Company performs ongoing evaluations of its customers’ financial condition, as well as general economic conditions and, generally, requires no collateral from its customers. At July 31, 2016 amounts due from three customers totaled approximately 16%, 13% and 10%, of accounts receivable. At April 30, 2016, amounts due from one customer totaled approximately 15%.

In the fiscal quarter ended July 31, 2016 the Company had sales to one customer that totaled 27%. For the comparable prior year period ended July 31, 2015 we had sales to four customers that were over 10% of revenues. Two customers were approximately 13% each, the third customer was approximately 14% and the fourth customer was approximately 16% of revenues.

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Entry into a Material Definitive Agreement

3 Months Ended

Jul. 31, 2016

Business Combinations [Abstract]

Entry into a Material Definitive Agreement

Note 8: Entry into a Material Definitive Agreement

On June 13, 2016, the Company entered into an Agreement and Plan of Merger with its wholly owned subsidiary, Dataram Acquisition Sub, Inc., a Nevada corporation, U.S. Gold Corp., a Nevada corporation and exploration stage company that owns certain mining leases and other mineral rights comprising the Copper King gold and copper development project located in the Silver Crown Ming District of southeast Wyoming and Copper King, LLC, a principal stockholder of U.S. Gold Corp. The closing of the merger is subject to conditions as defined in the agreement.

Pursuant to the terms and conditions of the Merger Agreement, at the closing of the Merger, U.S. Gold’s common stock, Series A Preferred Stock and Series B Preferred Stock will be converted into the right to receive shares of the Company’s Common Stock or, at the election of any U.S. Gold stockholder, shares of the Company’s newly designated 0% Series C Convertible Preferred Stock, par value $0.001 per share, which are convertible into shares of Common Stock. The Merger Consideration shall be allocated as defined in the agreement.

On July 6, 2016, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse split of the Company’s issued and outstanding common stock on a 1 for 3 basis, which was effective with the State of Nevada on July 8, 2016 and with The NASDQ Stock Market at the open of trading on July 11, 2016. All share and per share amounts are reflective of the reverse split.

On July 29, 2016, the Company, Acquisition Sub, U.S. Gold and Copper King, amended and restated the Merger Agreement in order to reflect the reverse split of the Company’s issued and outstanding common stock and to adjust certain aspects of the merger consideration and management consideration as defined in the amended merger agreement.

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Subsequent Events

3 Months Ended

Jul. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

Note 9: Subsequent event

On August 3, 2016, the Company entered into separate securities purchase agreements with accredited investors for the issuance and sale of the Company’s newly designated 0% Series D Convertible Preferred Stock (“Preferred Shares”) which are convertible into shares of the Company’s common stock, par value $0.001 per share and such sale and issuance. The Series D Preferred Shares are governed by a Certificate of Designations, Preferences and Rights of the 0% Series D Convertible Preferred Stock. Each Series D Preferred Share was sold at a per share purchase price of $136.00 and converts into 100 shares of Common Stock, subject to adjustment for dividends and stock splits. On August 5, 2016, the Company closed the private placement and sold 3,699 Series D Preferred Shares convertible into an aggregate of 369,900 shares of common stock with gross proceeds to the Company of $503,000.

On August 31, 2016, the Company terminated the employment of David Sheerr. Mr. Sheerr as owner of Sheerr Memory was a related party, (See note 2). The agreements with Sheer Memory and Keystone Memory have not been affected by the change of Mr. Sheerr employment status.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jul. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of July 31, 2016 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended July 31, 2016 are not necessarily indicative of the operating results for the full fiscal year or for any future period.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2016. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended April 30, 2016, and updated, as necessary, in this Quarterly Report on Form 10-Q.

On July 6, 2016, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for three (3) basis, effective on July 8, 2016. The accompanying condensed consolidated financial statements and notes thereto give retrospective effect of the reverse stock split for all periods presented.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including deferred tax asset valuation allowances and certain other reserves and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Some of the more significant estimates made by management include allowance for doubtful accounts and sales returns, reserve for inventory obsolescence, deferred income tax asset and related valuation allowance, fair value of certain financial instruments and other operating allowances and accruals. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition

Revenue is recognized when title passes upon shipment of goods to customers. The Company’s revenue earning activities involve delivering or producing goods. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims. Such amounts were not material for the three months ended July 31, 2016 and 2015.

Net loss per share

Net Loss per Share

Basic net loss per share is computed by dividing the net loss available to common stock holders by the weighted average number of shares of common stock issued and outstanding during the period. The calculation of diluted loss per share for the three months ended July 31, 2016 and 2015 includes only the weighted average number of shares of common stock outstanding. The denominator excludes the dilutive effect of common shares issuable upon exercise or conversion of stock options, warrants, convertible notes and Series A and Series B preferred shares as their effect would be anti-dilutive.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

On August 26, 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Classification of Certain Cash Receipts and Cash Payments, seeking to eliminate diversity in practice related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under FASB Accounting Standards Codification (FASB ASC) 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard on its condensed consolidated financial statements.

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Jul. 31, 2016

Accounting Policies [Abstract]

Schedule of Anti-dilutive Securities

	2016		2015
Common stock equivalent of convertible notes		—		100,000
Common stock equivalent of convertible notes – related parties		9,070		9,070
Series A preferred shares		—		522,167
Series B preferred shares		344,480		—
Warrants		133,667		1,119,425
Stock options		2,778		99,582
Total		489,995		1,850,244

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Stockholders' Equity (Tables)

3 Months Ended

Jul. 31, 2016

Equity [Abstract]

Schedule of Warrants Activity

	Shares			Weighted average exercise price		Weighted average remaining contractual life years		Aggregate intrinsic value (1)
Balance May 1, 2016		207,625		$	19.74		1.24		—
Issued		—			—		—		—
Expired		(73,958	)	$	40.68
Balance July 31, 2016		133,667		$	8.15		2.32		—

(1) This amount represents the difference between the conversion price and $1.80, the closing price of Dataram common stock on July 29, 2016 as reported on the NASDAQ Stock Market, for all in-the-money warrants outstanding.

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Tables)

3 Months Ended

Jul. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments for Operating Leases

	Non-Related		Related
	Party		Party		Total
Year ending April 30:
2017		115,000		67,000		182,000
2018		84,000		90,000		174,000
2019		85,000		45,000		130,000
2020		86,000		—		86,000
Total	$	370,000	$	202,000	$	572,000

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Financial Information by Geographic Location (Tables)

3 Months Ended

Jul. 31, 2016

Segment Reporting [Abstract]

Revenue by geographic location

	Three months ended July 31, 2016		Three months ended July 31, 2015
United States	$	3,262,000	$	6,113,000
Europe		1,143,000		1,116,000
Other (principally Asia Pacific Region)		510,000		109,000
Consolidated	$	4,915,000	$	7,338,000

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Basis of Presentation and Summary of Significant Accounting Policies - Net loss per share - Anti-dilutive securities (Details) - shares	3 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	489,995	1,850,244
Common Stock Equivalent of Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	0	100,000
Common Stock Equivalent of Convertible Notes - Related Parties
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	9,070	9,070
Series A Preferred Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	0	522,167
Series B Preferred Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	344,480	0
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	133,667	1,119,425
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,778	99,582

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Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Apr. 30, 2016
Accounting Policies [Abstract]
Net loss	$ (926,942)	$ (117,255)	$ (1,221,000)
Reverse stock split, description	The Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for three (3) basis, effective on July 8, 2016.

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Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Aug. 31, 2016	Oct. 31, 2013	Jul. 31, 2016	Jul. 31, 2015	Apr. 30, 2016
Related Party Transactions (Textual) [Abstract]
Sale leaseback, gain on sale of assets			$ 17,916	$ 17,916
Sale leaseback, portion of deferred gain in accrued liabilities			132,349		$ 158,869
Sale leaseback, portion of deferred gain in other long term liabilities			95,555		107,499
Leaseback Agreement with Mr. Sheerr
Related Party Transactions (Textual) [Abstract]
Sale-leaseback transaction date		October 31, 2013
Sale leaseback transaction, lease terms		The Company entered into an agreement with Mr. Sheerr to leaseback the equipment and furniture that was sold to Mr. Sheerr on October 31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional two year period.
Sale leaseback transaction, value		$ 500,000
Sale leaseback, monthly rental payments		7,500
Sale leaseback, gain on sale of assets		103,000
Sale leaseback, deferred gain		$ 358,000
Sale leaseback, portion of deferred gain in accrued liabilities			72,000		72,000
Sale leaseback, portion of deferred gain in other long term liabilities			96,000		107,000
Sheerr Memory, LLC
Related Party Transactions (Textual) [Abstract]
Purchase of inventories for resale			19,000	125,000
Accounts payable			$ 19,000		11,000
Creditor trade cycle term			30 days
Keystone Memory Group
Related Party Transactions (Textual) [Abstract]
Purchase of inventories for resale			$ 420,000	$ 408,000
Accounts payable			$ 117,000		$ 190,000
Keystone Memory Group | Subsequent Event
Related Party Transactions (Textual) [Abstract]
Purchase of inventories for resale	$ 81,000

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Note Payable - Revolving Credit Line (Details Narrative) - Revolving Credit Line - USD ($)	12 Months Ended
	Apr. 30, 2016	Jul. 31, 2016
Revolving credit line, maximum borrowing capacity	$ 3,500,000
Maturity date	Nov. 30, 2016
Interest rate, description	Prime Rate (as defined in the Financing Agreement) plus 3.25% (the "Effective Rate") or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%.
Revolving credit line, covenant terms	The Financing Agreement contains other financial and restrictive covenants, including, among others, covenants limiting the Company’s ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends.
Revolving credit line, collateral, description	Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company.
Revolving credit line, borrowing capacity currently available		$ 137,000

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Stockholders' Equity - Schedule of Stockholders' Equity Note, Warrants or Rights (Details)	3 Months Ended
	Jul. 31, 2016 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Number of Warrants
Warrants outstanding, beginning of period | shares	207,625
Warrants, issued | shares	0
Warrants, expired | shares	(73,958)
Warrants outstanding, end of period | shares	133,667
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Weighted Average Grant Date Fair Value
Warrants, weighted average exercise price outstanding, beginning of period | $ / shares	$ 19.74
Warrants, weighted average exercise price, issued | $ / shares	0
Warrants, weighted average exercise price, expired | $ / shares	40.68
Warrants, weighted average exercise price outstanding, end of period | $ / shares	$ 8.15
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures
Warrants, weighted average remaining contractual term, beginning of period	1 year 3 months
Warrants, weighted average remaining contractual term, end of period	2 years 4 months
Warrants, aggregate intrinsic value, outstanding, beginning of period | $	$ 0	[1]
Warrants, aggregate intrinsic value, issued | $	0	[1]
Warrants, aggregate intrinsic value, outstanding, end of period | $	$ 0	[1]

[1] This amount represents the difference between the conversion price and $1.80, the closing price of Dataram common stock on July 29, 2016 as reported on the NASDAQ Stock Market, for all in-the-money warrants outstanding.

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Stockholders' Equity (Details Narrative) - USD ($)	3 Months Ended
	Jul. 31, 2016	Apr. 30, 2016
Stockholders' Equity
Restricted stock issued, shares	188,333
Stock based compensation expense	$ 429,000
Warrant
Stockholders' Equity
Stock warrants outstanding	133,667
Warrant | Minimum
Stockholders' Equity
Exercise price of warrants	$ 7.50
Warrant | Maximum
Stockholders' Equity
Exercise price of warrants	$ 10.50
Series B Preferred Shares
Stockholders' Equity
Preferred stock, shares converted	279,887
Common stock issued upon conversion of preferred stock	1,865,913
Adjustment to additional paid in capital upon redemption of preferred stock	$ 3,414,621
Conversion price, per share	$ 12.20
Number of common shares potentially issuable upon conversion of Series B Preferred Stock	Convertible into 344,480 shares of common stock
Series B Preferred Stock, outstanding after giving effect to the exchange	51,672	331,559

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details)	Jul. 31, 2016 USD ($)
For fiscal year:
2017	$ 182,000
2018	174,000
2019	130,000
2020	86,000
Total	572,000
Non-Related Party
For fiscal year:
2017	115,000
2018	84,000
2019	85,000
2020	86,000
Total	370,000
Related Party
For fiscal year:
2017	67,000
2018	90,000
2019	45,000
2020	0
Total	$ 202,000

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Commitments and Contingencies (Details Narrative)	3 Months Ended
	Jul. 31, 2016
Legal Proceeding MPP Associates and Marc Palker v Dataram
Lawsuit Filing Date	April 8, 2015
Plaintiff	MPP Associates, Inc. and Marc P. Palker
Defendant	Dataram Corporation, Jon Isaac, David Moylan, Michael Markulec and Richard Butler
Domicile	Superior Court of the State of New Jersey, Essex County
Legal Proceeding John Freeman v Dataram
Lawsuit Filing Date	April 9, 2015
Plaintiff	John H. Freeman
Defendant	Dataram Corporation, David A. Moylan, Jon Isaac, and John Does 1-5
Domicile	Superior Court of the State of New Jersey, Essex County
Legal Proceeding Dataram v John Freeman, Marc Palker and MPP Associates, Inc.
Lawsuit Filing Date	April 10, 2015
Plaintiff	Dataram
Defendant	John Freeman, Marc Palker and MPP Associates, Inc.
Domicile	Superior Court of the State of New Jersey, Essex County
Legal Proceeding Marc Palker complaint
Lawsuit Filing Date	March 9, 2015
Plaintiff	Marc Palker
Defendant	Dataram Corporation
Domicile	U.S. Department of Labor, Occupational Safety and Health Administration
Allegations	Violation of the Sarbanes-Oxley Act of 2002
Legal Proceeding Alethea Douglas complaint
Lawsuit Filing Date	June 26, 2015
Plaintiff	Alethea Douglas
Defendant	Dataram Corporation
Domicile	U.S. Equal Employment Opportunity Commission
Allegations	A claim for age discrimination in connection with the termination of her employment effective May 20, 2015.

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Financial Information by Geographic Location (Details) - USD ($)	3 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues by geographic location	$ 4,915,000	$ 7,338,000
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues by geographic location	3,262,000	6,113,000
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues by geographic location	1,143,000	1,116,000
Other (principally Asia Pacific Region)
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues by geographic location	$ 510,000	$ 109,000

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Concentration of Credit Risk (Details Narrative) - Customer Concentration Risk	3 Months Ended		12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015	Apr. 30, 2016
Accounts Receivable | One Customer
Concentration Risk [Line Items]
Concentration risk, percentage, approximate			15.00%
Accounts Receivable | Customer #3
Concentration Risk [Line Items]
Concentration risk, percentage, approximate	10.00%
Accounts Receivable | Customer #2
Concentration Risk [Line Items]
Concentration risk, percentage, approximate	13.00%
Accounts Receivable | Customer #1
Concentration Risk [Line Items]
Concentration risk, percentage, approximate	16.00%
Sales Revenue | Customer #4
Concentration Risk [Line Items]
Concentration risk, percentage, approximate		16.00%
Sales Revenue | Two Customers
Concentration Risk [Line Items]
Concentration risk, percentage, approximate		13.00%
Sales Revenue | Four Customers
Concentration Risk [Line Items]
Concentration risk, percentage, approximate		10.00%
Sales Revenue | Customer #3
Concentration Risk [Line Items]
Concentration risk, percentage, approximate		14.00%
Sales Revenue | Customer #1
Concentration Risk [Line Items]
Concentration risk, percentage, approximate	27.00%

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Entry into a Material Definitive Agreement (Details Narrative)	3 Months Ended
	Jul. 31, 2016
Business Combinations [Abstract]
Business acquisition, date of acquisition agreement	Jun. 13, 2016
Business acquisition, description	The Company entered into an Agreement and Plan of Merger with its wholly owned subsidiary, Dataram Acquisition Sub, Inc., a Nevada corporation, U.S. Gold Corp., a Nevada corporation and exploration stage company that owns certain mining leases and other mineral rights comprising the Copper King gold and copper development project located in the Silver Crown Ming District of southeast Wyoming and Copper King, LLC, a principal stockholder of U.S. Gold Corp. The closing of the merger is subject to conditions as defined in the agreement.
Business acquisition, description of equity interests	At the closing of the Merger, the holders of U.S. Gold’s common stock, Series A Preferred Stock and Series B Preferred Stock will be converted into the right to receive shares of the Company’s Common Stock or, at the election of any U.S. Gold stockholder, shares of the Company’s newly designated 0% Series C Convertible Preferred Stock, par value $0.001 per share, which are convertible into shares of Common Stock. The Merger Consideration shall be allocated as defined in the agreement.
Reverse stock split, description	The Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for three (3) basis, effective on July 8, 2016.

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Subsequent Events (Details Narrative) - Subsequent Event - Series D Preferred Shares	1 Months Ended
	Aug. 31, 2016 USD ($) shares
Subsequent Event [Line Items]
Convertible preferred stock, terms of conversion	The Company’s newly designated 0% Series D Convertible Preferred Stock are convertible into shares of the Company’s common stock, par value $0.001 per share and such sale and issuance. Each Series D Preferred Share was sold at a per share purchase price of $136.00 and converts into 100 shares of Common Stock, subject to adjustment for dividends and stock splits. Series D Preferred Shares are convertible into an aggregate of 369,900 shares of common stock
Sale of Series D Preferred Shares | shares	3,699
Proceeds from the issuance of Series D Preferred Shares | $	$ 503,000