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SC 13G Filing
U.S. Gold (USAU) SC 13GDataram Corp
Filed: 9 Oct 15, 12:00am
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. |
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. |
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. |
Item 3. | Type of Person |
(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. |
Barry Honig | ||||
Date: October 9, 2015 | /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 | ||||