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U.S. GOLD CORP. — Major Shareholding Notification 2015
Oct 9, 2015
33733_mrq_2015-10-09_5dc54952-d4c2-46a6-8470-fd8929380aa4.zip
Major Shareholding Notification
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SC 13G 1 honigsc13g_oct2015.htm SCHEDULE 13G honigsc13g_oct2015.htm Licensed to: SEC Connect, LLC Document Created using EDGARizerAgent 5.4.5.1 Copyright 1995 - 2013 Thomson Reuters. All rights reserved.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
DATARAM CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
238108203
(CUSIP Number)
October 8, 2015
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 238108203
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry Honig |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
|---|---|---|
| BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 257,838 (1)(2) |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER 257,838 (1)(2) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 257,838 (1)(2) |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% (based on 3,323,414 shares of common stock outstanding as of September 14, 2015) |
| 12 | TYPE OF REPORTING PERSON* IN |
(1) Includes (i) 135,213 shares of common stock held by GRQ Consultants Inc. Roth 401K FBO Barry Honig and (ii) 122,625 shares of common stock held by GRQ Consultants Inc. 401K. Barry Honig is the trustee of the GRQ Consultants Inc. Roth 401K FBO Barry Honig and GRQ Consultants Inc. 401K and is deemed to hold voting and dispositive power over securities held by GRQ Consultants Inc. Roth 401K FBO Barry Honig and GRQ Consultants Inc. 401K.
(2) Excludes (i) 103,375 shares of common stock underlying warrants with an exercise price of $3.50 per share, 105,000 shares of common stock underlying convertible note, 277,920 shares of common stock underlying warrants with an exercise price of $3.00 per share, 782,750 shares of common stock underlying 200,500 shares of Series A Preferred Stock and 425,000 shares of common stock underlying warrants with an exercise price of $2.50 per share held by GRQ Consultants Inc. Roth 401K FBO Barry Honig and (ii) 750,000 shares of common stock underlying 150,000 shares of Series A Preferred Stock and 375,000 shares of common stock underlying warrants with an exercise price of $2.50 per share held by GRQ Consultants Inc. 401K. The warrants, the note and the Series A Preferred Stock contain a blocker that prevents conversion or exercise, as applicable, in excess of 4.99% together with all shares owned.
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CUSIP No. 238108203
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GRQ Consultants Inc. Roth 401K FBO Barry Honig |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida |
| NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
|---|---|---|
| BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 135,213 (1) |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER 135,213 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,213 (1) |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.1% (based on 3,323,414 shares of common stock outstanding as of September 14, 2015) |
| 12 | TYPE OF REPORTING PERSON* OO |
(1) Excludes 103,375 shares of common stock underlying warrants with an exercise price of $3.50 per share, 105,000 shares of common stock underlying convertible note, 277,920 shares of common stock underlying warrants with an exercise price of $3.00 per share, 782,750 shares of common stock underlying 200,550 shares of Series A Preferred Stock and 425,000 shares of common stock underlying warrants with an exercise price of $2.50 per share held by GRQ Consultants Inc. Roth 401K FBO Barry Honig. The warrants, the note and the Series A Preferred Stock contain a blocker that prevents conversion or exercise, as applicable, in excess of 4.99% together with all shares owned.
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CUSIP No. 238108203
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GRQ Consultants Inc. 401K |
|---|---|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida |
| NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 |
|---|---|---|
| BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 122,625 (1) |
| EACH REPORTING | 7 | SOLE DISPOSITIVE POWER 0 |
| PERSON WITH | 8 | SHARED DISPOSITIVE POWER 122,625 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,625 (1) |
|---|---|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.7% (based on 3,323,414 shares of common stock outstanding as of September 14, 2015) |
| 12 | TYPE OF REPORTING PERSON* OO |
(1) Excludes 750,000 shares of common stock underlying 150,000 shares of Series A Preferred Stock and 375,000 shares of common stock underlying warrants with an exercise price of $2.50 per share held by GRQ Consultants Inc. 401K. The warrants, the note and the Series A Preferred Stock contain a blocker that prevents conversion or exercise, as applicable, in excess of 4.99% together with all shares owned.
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Item 1(a). Name of Issuer:
Dataram Corporation, a Nevada corporation (“Issuer”)
Item 1(b). Address of Issuer's Principal Executive Offices:
Route 571, P.O. Box 7258, Princeton, NJ 08543-7528
Item 2(a). Name of Person Filing.
The statement is filed on behalf of Barry Honig, GRQ Consultants Inc. Roth 401K FBO Barry Honig and GRQ Consultants Inc. 401K.
Item 2(b). Address of Principal Business Office or, if None, Residence.
555 South Federal Highway #450, Boca Raton, FL 33432
Item 2(c). Citizenship.
United States/Florida
Item 2(d). Title of Class of Securities.
Common Stock, par value $1.00.
Item 2(e). CUSIP Number.
238108203
ITEM 3. Type of Person
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: 257,838 (1)(2)
(b) Percent of class: 7.8% (based on 3,323,414 shares of common stock outstanding as of September 14, 2015)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 257,838 (1)(2)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 257,838 (1)(2)
(1) Includes (i) 135,213 shares of common stock held by GRQ Consultants Inc. Roth 401K FBO Barry Honig and (ii) 122,625 shares of common stock held by GRQ Consultants Inc. 401K. Barry Honig is the trustee of the GRQ Consultants Inc. Roth 401K FBO Barry Honig and GRQ Consultants Inc. 401K and is deemed to hold voting and dispositive power over securities held by GRQ Consultants Inc. Roth 401K FBO Barry Honig and GRQ Consultants Inc. 401K.
(2) Excludes (i) 103,375 shares of common stock underlying warrants with an exercise price of $3.50 per share, 105,000 shares of common stock underlying convertible note, 277,920 shares of common stock underlying warrants with an exercise price of $3.00 per share, 782,750 shares of common stock underlying 200,550 shares of Series A Preferred Stock and 425,000 shares of common stock underlying warrants with an exercise price of $2.50 per share held by GRQ Consultants Inc. Roth 401K FBO Barry Honig and (ii) 750,000 shares of common stock underlying 150,000 shares of Series A Preferred Stock and 375,000 shares of common stock underlying warrants with an exercise price of $2.50 per share held by GRQ Consultants Inc. 401K. The warrants, the note and the Series A Preferred Stock contain a blocker that prevents conversion or exercise, as applicable, in excess of 4.99% together with all shares owned.
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Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: October 9, 2015 | Barry Honig — /s/ Barry Honig | |
|---|---|---|
| GRQ Consultants, Inc. Roth 401K FBO Barry Honig | ||
| Date: October 9, 2015 | By: | /s/ Barry Honig |
| Barry Honig | ||
| Trustee | ||
| GRQ Consultants, Inc. 401K | ||
| Date: October 9, 2015 | By: | /s/ Barry Honig |
| Barry Honig | ||
| Trustee |
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