Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Apr. 30, 2016 | Jul. 27, 2016 | Oct. 31, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Dataram Corporation | ||
Entity Central Index Key | 27,093 | ||
Document Type | 10-K | ||
Document Period End Date | Apr. 30, 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 Public Float | $ 3,977,681 | ||
Entity Common Stock, Shares Outstanding | 3,387,387 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2016 | Apr. 30, 2015 |
Current assets: | ||
Cash | $ 56,000 | $ 327,000 |
Accounts receivable, less allowance of $100 and $140, respectively | 2,746,000 | 2,171,000 |
Inventories, net | 1,336,000 | 2,089,000 |
Other current assets | 123,000 | 69,000 |
Total current assets | 4,261,000 | 4,656,000 |
Property and equipment, net | 51,000 | 121,000 |
Other assets | 30,000 | 49,000 |
Capitalized software development costs, net | 326,000 | 366,000 |
Goodwill | 1,083,000 | 1,083,000 |
Total assets | 5,751,000 | 6,275,000 |
Current liabilities: | ||
Note payable-revolving credit line | 1,776,000 | 2,109,000 |
Accounts payable | 737,000 | 880,000 |
Accrued liabilities | 159,000 | 282,000 |
Convertible notes payable | 600,000 | |
Convertible notes payable related parties | 80,000 | 108,000 |
Total current liabilities | 2,752,000 | 3,979,000 |
Other liabilities | 107,000 | 179,000 |
Total liabilities | 2,859,000 | 4,158,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 2,000 | 1,000 |
Additional paid-in capital | 24,556,000 | 24,638,000 |
Shares to be issued | 111,000 | |
Accumulated deficit | (25,711,000) | (24,490,000) |
Total stockholders' equity | 2,892,000 | 2,117,000 |
Total liabilities and stockholders' equity | 5,751,000 | 6,275,000 |
Preferred Stock Series A | ||
Stockholders' equity: | ||
Preferred Stock | 1,857,000 | |
Preferred Stock Series B | ||
Stockholders' equity: | ||
Preferred Stock | $ 4,045,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2016 | Apr. 30, 2015 |
Allowance for doubtful accounts and sales returns | $ 100,000 | $ 140,000 |
Preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 54,000,000 | 54,000,000 |
Common stock, issued shares | 1,648,287 | 925,337 |
Common stock, outstanding shares | 1,648,287 | 925,337 |
Preferred Stock Series A | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, designated shares | 1,300,000 | 1,300,000 |
Preferred stock, isued shares | 0 | 626,600 |
Preferred stock, outstanding shares | 0 | 626,600 |
Preferred Stock Series B | ||
Preferred stock, par value | $ 12.20 | |
Preferred stock, designated shares | 400,000 | |
Preferred stock, isued shares | 331,559 | |
Preferred stock, outstanding shares | 331,559 | |
Preferred stock, liquidation value | $ 4,045,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 25,182,000 | $ 28,258,000 |
Costs and expenses: | ||
Cost of sales | 20,464,000 | 24,068,000 |
Engineering | 191,000 | 768,000 |
Selling, general and administrative | 5,767,000 | 6,171,000 |
Total costs and expenses | 26,422,000 | 31,007,000 |
Loss from operations | (1,240,000) | (2,749,000) |
Other income (expense): | ||
Interest expense | (199,000) | (1,001,000) |
Foreign currency transactions gains (losses) | 9,000 | (76,000) |
Gain on debt extinguishment | 22,000 | |
Total other expenses, net | (168,000) | (1,077,000) |
Loss before income tax expenses | (1,408,000) | (3,826,000) |
Gain on sale of State NOL | 190,000 | |
Income tax expense | (3,000) | (3,000) |
Income tax benefit (expense) | 187,000 | (3,000) |
Net loss | (1,221,000) | (3,829,000) |
Dividend-Series A preferred stock | 122,000 | 1,759,000 |
Net loss allocated to common shareholders | $ (1,343,000) | $ (5,588,000) |
Net loss per common share | ||
Basic and diluted | $ (0.82) | $ (6.60) |
Weighted average common shares outstanding | ||
Basic and diluted | 1,648,287 | 846,170 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock Series A | Preferred Stock Series B | Common Stock Purchase Agreement | Additional paid-in capital | Shares to be Issued | Accumulated deficit | Total |
Beginning balance, value at Apr. 30, 2014 | $ 1,000 | $ 22,645,000 | $ (20,661,000) | $ 1,985,000 | |||
Beginning balance, shares at Apr. 30, 2014 | 803,504 | ||||||
Net loss | (3,829,000) | (3,829,000) | |||||
Stock-based compensation, value | 14,000 | 14,000 | |||||
Fair value detachable warrants | 562,000 | 562,000 | |||||
Beneficial conversion feature of convertible notes payable | 188,000 | 188,000 | |||||
Issuance of common shares in connection with sales of preferred stock, shares | 60,833 | ||||||
Issuance of common shares for cash, value | 366,000 | 366,000 | |||||
Issuance of common shares for cash, shares | 61,000 | ||||||
Issuance of Series A Preferred stock and warrants for cash, value | $ 1,857,000 | 974,000 | 2,831,000 | ||||
Issuance of Series A Preferred stock and warrants for cash, shares | 626,600 | ||||||
Non-cash preferred stock dividend | (111,000) | $ 111,000 | 0 | ||||
Common shares issued for preferred series A stock dividend, value | 0 | ||||||
Issuance of series B preferred for extinguishment of convertible debt, shares | 60,833 | ||||||
Conversion of series B preferred stock to common shares, shares | 0 | ||||||
Ending balance,value at Apr. 30, 2015 | $ 1,857,000 | $ 1,000 | 24,638,000 | 111,000 | (24,490,000) | 2,117,000 | |
Ending balance,shares at Apr. 30, 2015 | 626,600 | 925,337 | |||||
Net loss | $ (1,221,000) | (1,221,000) | |||||
Stock-based compensation, value | 620,000 | 620,000 | |||||
Stock-based compensation, shares | 79,556 | ||||||
Issuance of common shares in connection with sales of preferred stock, shares | 55,083 | ||||||
Issuance of common shares for cash, value | 500,000 | 500,000 | |||||
Issuance of common shares for cash, shares | 166,667 | ||||||
Common shares surrendered, shares | (2,422) | ||||||
Common shares issued for service, value | 126,000 | 126,000 | |||||
Common shares issued for service, shares | 112,000 | ||||||
Issuance of Series A Preferred stock and warrants for cash, value | $ 80,000 | 20,000 | 100,000 | ||||
Issuance of Series A Preferred stock and warrants for cash, shares | 20,000 | ||||||
Preferred series A shares converted to common shares, value | $ (365,000) | $ 1,000 | 364,000 | 0 | |||
Preferred series A shares converted to common shares, shares | (123,300) | 205,500 | |||||
Non-cash preferred stock dividend | (122,000) | 122,000 | |||||
Common shares issued for preferred series A stock dividend, value | 233,000 | $ (233,000) | 233,000 | ||||
Common shares issued for preferred series A stock dividend, shares | 46,413 | ||||||
Exchange series A preferred stock for series B preferred stock, value | $ (1,572,000) | $ 2,616,000 | (1,044,000) | 0 | |||
Exchange series A preferred stock for series B preferred stock, shares | (523,300) | 214,465 | |||||
Exchange common warrants for series B preferred stock, value | $ 807,000 | (807,000) | 0 | ||||
Exchange common warrants for series B preferred stock, shares | 66,136 | ||||||
Issuance of series B preferred for extinguishment of convertible debt, value | $ 672,000 | (22,000) | 650,000 | ||||
Issuance of series B preferred for extinguishment of convertible debt, shares | 55,083 | ||||||
Conversion of series B preferred stock to common shares, value | $ (50,000) | $ 27,500,000 | $ 50,000 | 0 | |||
Conversion of series B preferred stock to common shares, shares | (4,125,000) | 600,000 | |||||
Restricted common shares issued in exchange of stock options, shares | 87,736 | ||||||
Ending balance,value at Apr. 30, 2016 | $ 0 | $ 4,045,000 | $ 2,000 | $ 2,892,000 | |||
Ending balance,shares at Apr. 30, 2016 | 0 | 331,559 | 1,648,287 | 24,556 | 0 | (25,711) | 2,892 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,221,000) | $ (3,829,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 131,000 | 127,000 |
Bad debt expense | 166,000 | 50,000 |
Stock-based compensation expense | 746,000 | 14,000 |
Amortization of deferred gain in sale leaseback | (72,000) | (71,000) |
Gain on debt extinguishment | 22,000 | |
Amortization of debt discount | 0 | 750,000 |
Changes in assets and liabilities: | ||
Decrease (increase) in accounts receivable | (741,000) | 1,442,000 |
Decrease in inventories | 753,000 | 202,000 |
Increase in other current assets | (54,000) | (62,000) |
Decrease in other assets | 19,000 | 1,000 |
Decrease in accounts payable | (71,000) | (558,000) |
Decrease in accrued liabilities | (123,000) | (647,000) |
Net cash used in operating activities | (489,000) | (2,581,000) |
Cash flows from investing activities: | ||
Additions to property and equipment | (21,000) | (29,000) |
Software development costs | (365,000) | |
Net cash provided by (used in) investing activities | (21,000) | (394,000) |
Cash flows from financing activities: | ||
Net repayments under revolving credit line | (333,000) | (861,000) |
Proceeds from issuance of notes and warrants | 750,000 | |
Repayment of convertible notes | (28,000) | (42,000) |
Proceeds from sale of preferred shares | 100,000 | 2,832,000 |
Proceeds from sale of common stock | 500,000 | 365,000 |
Net cash provided by financing activities | 239,000 | 3,044,000 |
Net (decrease) increase in cash and cash equivalents | (271,000) | 69,000 |
Cash and cash equivalents at beginning of year | 327,000 | 258,000 |
Cash and cash equivalents at end of year | 56,000 | 327,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 199,000 | 251,000 |
Cash paid during the period for income taxes | 3,000 | 3,000 |
Supplemental disclosure of non-cash financing activities: | ||
Debt discount on convertible notes payable | 0 | 750,000 |
Non-cash preferred stock dividends | 122,000 | 1,759,000 |
Issuance of common stock for accrued dividend on Series A preferred stock | 233,000 | 0 |
Issuance of preferred B preferred stock for extinguishment of convertible | 600,000 | 0 |
Exchange common warrant for series B preferred stock | 807,000 | 0 |
Exchange of series A preferred stock for series B preferred stock | 1,572,000 | 0 |
Exchange of B preferred stock for accrued interest | 72,000 | 0 |
Conversion of series B preferred stock into common stock | 50,000 | 0 |
Conversion of series A preferred stock into common stock | $ 365,000 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Apr. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1. Organization and Nature of Business Since 1967, Dataram Corporation (Dataram or the Company) has been 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 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. The Company is a CMTL Premier Participant and ISO 9001 (2008 Certified). Its products are fully compliant with JEDEC Specifications. Datarams customers include an international network of distributors, resellers, retailers, OEM customers and end users. Dataram competes with several other large independent memory manufacturers and the OEMs noted above. 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. 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 Companys 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 Reverse Stock Split). The accompanying consolidated financial statements and notes thereto give retrospective effect of the Reverse Stock Split for all periods presented. |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management Plans | 12 Months Ended |
Apr. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management Plans | Note 2. Liquidity, Going Concern and Management Plans The Company's consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. 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 years ended April 30, 2016 and 2015, the Company incurred losses in the amounts of approximately $1,221,000 and $3,829,000, respectively. The Company raised approximately $600,000 from financing activities in the fiscal year 2016. (See note 3) The Company also exchanged notes payable and accrued interest payable of approximately $672,000 for equity in fiscal 2016. (See note 4) While the Company has made significant operational changes in the last year which has reduced its cash burn, there still remains substantial doubt about the Companys ability to continue as a going concern. The 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. 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 reduce certain overhead costs. The Company cannot provide assurance that financing will close or be available to it on favorable terms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Apr. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Cash Equivalents The Company did not have cash equivalents at the year ended April 30, 2016 or 2015. Concentrations 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 April 30, 2016 and 2015, amounts due from one customer totaled approximately 15% and 16%, respectively, of accounts receivable. In fiscal years ended April 30, 2016 the Company had sales to two customers that were over 10% of revenues. One customer totaled approximately 20% of revenues and another customer totaled approximately 15% of revenues. In fiscal year ended April 30, 2015, the Company had sales to two customers that were 10% of revenues or greater. One customer totaled approximately 20% of revenues and another customer totaled approximately 10% of revenues. Accounts Receivable Accounts receivable are stated at cost less allowances for doubtful accounts which reflects the Companys estimate of balances that will not be collected and sales returns. The allowances are based on the history of past write-offs, and returns, the aging of balances, collections experience and current credit conditions. Additions include provisions for doubtful accounts and deductions include customer write-offs. Accounts receivable consist of the following: April 30, April 30, Trade receivables $ 2,656,000 $ 2,151,000 VAT receivable 190,000 160,000 Allowance for doubtful accounts and sales returns (100,000 ) (140,000 ) $ 2,746,000 $ 2,171,000 Inventories Inventories are stated at the lower of cost or market and include the cost of material, labor and manufacturing overhead. Cost is determined on the first-in, first-out basis. The Company provides inventory allowances to write down inventory to its estimated net realizable value when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes, which it includes as a component of cost of revenues. Additionally, the Company provides allowances for excess and slow-moving inventory on hand that are not expected to be sold to reduce the carrying amount of slow-moving inventory to its estimated net realizable value. The allowances for slow-moving inventory are based upon estimates about future demand from our customers and market conditions. Inventories consist of the following: April 30, April 30, Raw materials $ 955,000 $ 1,125,000 Work in progress 5,000 2,000 Finished goods 566,000 1,176,000 Allowance for excess and slow moving (190,000 ) (214,000 ) $ 1,336,000 $ 2,089,000 Property and Equipment Equipment consisting of office furniture, computer, machinery and equipment is recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation for office furniture, computer, machinery and equipment is computed under the straight-line method over the estimated useful lives which range from two to five years. Leasehold improvements are depreciated under the straight line method over their estimated useful lives or the remaining lease period, whichever is shorter. When property or equipment is retired or otherwise disposed of, related costs and accumulated depreciation and amortization are removed from the accounts. Depreciation and amortization expense related to property and equipment for the fiscal years ended April 30, 2016 and 2015 totaled $92,000 and $127,000, respectively. Repair and maintenance costs are charged to operations as incurred. As of April 30, 2016 and 2015 fixed assets and accumulated depreciation and amortization balances: 2016 2015 Equipment $ 502,000 $ 480,000 Leasehold improvement 608,000 608,000 1,110,000 1,088,000 Less: Accumulated depreciation and amortization (1,059,000 ) (967,000 ) Net property and equipment $ 51,000 $ 121,000 Long-Lived Assets: Long-lived assets, such as property and equipment and capitalized software are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less cost to sell, and no longer depreciated. The Company considers various valuation factors, principally undiscounted cash flows, to assess the fair values of long-lived assets. Intangible Assets Capitalized Software Software costs incurred in the research, design and development of software for sale to others as a separate product or embedded in a product and sold as part of the product as a whole are charged to expense until technological feasibility is established and amortized on a straight-line basis over seven years, beginning when the products are offered for sale or the enhancements are integrated into the products. Management is required to use its judgment in determining whether capitalized software costs meet the criteria for immediate expense or capitalization, in accordance with U.S. GAAP. The unamortized capitalized costs of a computer software product are compared to the net realizable value of that product and any excess is written off. The Company began to amortize the capitalized software in the second quarter of the fiscal year ended April 30, 2016. In the fiscal year ended April 30, 2016 the company recorded approximately $39,000 of amortization. The company will amortize the capitalized software on a straight line basis over the next nineteen quarters. The Companys proprietary software solutions operate in a fast changing industry that may generate unknown methods of detecting and monitoring disturbances that could render our technology inferior, resulting in the Companys results of operations being materially adversely affected. The Company does, however, closely monitor trends and changes in technologies and customer demand that could adversely impact its competitiveness and overall success. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both will be reduced significantly in the near term due to competitive pressures. As a result, the carrying amount of the capitalized software costs for the Companys products may be reduced materially in the near term. Costs incurred for product enhancements are charged to expense. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired in an acquisition. Goodwill is not amortized but rather is reviewed annually for impairment, or whenever events or circumstances indicate that the carrying value may not be recoverable. The Company initially performs a qualitative assessment of goodwill which considers macro-economic conditions, industry and market trends, and the current and projected financial performance of the reporting unit. No further analysis is required if it is determined that there is a less than 50 percent likelihood that the carrying value is greater than the fair value. The Company completed a quantitative assessment and determined that there was no impairment of goodwill as of April 30, 2016. Fair Value of Financial Instruments: U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash, accounts receivable, accounts payable, and accrued expenses, and debt the fair value was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. Fair value measurements and disclosures establish a hierarchy that prioritizes fair value measurements based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals. Level 3: Unobservable inputs that reflect the reporting entitys own assumptions, as there is little, if any, related market activity. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. Revenue Recognition Revenue is recognized when title passes upon shipment of goods to customers. The Companys 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. Engineering and 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 of receiving future economic benefits. Advertising Advertising is expensed as incurred and amounted to $43,000 and $89,000 in the fiscal years ended April 30, 2016 and 2015, respectively. Income Taxes The Company accounts for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The Company follows the guidance of accounting for uncertainty in income taxes. This guidance did not result in a material adjustment to the Companys liability for unrecognized income tax benefits. As of April 30, 2016, the Company currently was not and is not engaged in an income tax examination by any tax authority. The Company recognizes interest and penalties on unpaid taxes in its income tax expense. No interest or penalties were recognized during the Companys fiscal years ended April 30, 2016 and 2015. The Company files income tax returns in the United States and in various states. The Companys significant tax jurisdictions are the U.S. Federal, New Jersey, Pennsylvania and California. The tax years subsequent to 2011 remain open to examination by the taxing authorities. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated in a manner consistent with basic net income (loss) per share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding (using the treasury stock method). 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 fiscal year ended April 30, 2016 and April 30, 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 April 30: 2016 2015 Convertible notes 80,000 Convertible notes related parties 9,070 17,007 Series A preferred shares 522,167 Series B preferred shares 2,210,390 Warrants 207,625 1,102,758 Common shares reserved for series A preferred share dividends 17,517 Stock options 41,915 Total 2,427,085 1,781,364 Product Warranty The majority of the Companys products are intended for single use; therefore, the Company requires limited product warranty accruals. The Company accrues estimated product warranty costs at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated, such amounts in fiscal year ended April 30, 2016 and 2015 were not material. Balance Charges to Balance Beginning Costs and End of Year Expenses Deductions of Year Year Ended April 30, 2016 $ 10,000 $ $ $ 10,000 Year Ended April 30, 2015 $ 69,000 $ 11,000 $ (70,000 ) $ 10,000 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 the allowance for doubtful accounts and sales returns, inventory reserve, stock based compensation, deferred income tax asset valuation allowance and other operating allowances and accruals. Stock-Based Compensation Stock options The Company accounts for stock-based awards issued to employees, officers and directors pursuant toASC 718. Such awards primarily consist of options to purchase shares of common stock. The fair value of stock-based awards is determined on the grant date using a valuation model. The fair value is recognized as compensation expense, net of estimated forfeitures, on a straight line basis over the service period which is normally the vesting period. Recent Accounting Pronouncements In May 2014, the FASB issued a new financial accounting standard which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently evaluating the impact of this accounting standard on our consolidated financial statements In April 2015, the FASB issued ASU No. 2015-03(ASU 2015-03), Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This standard amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company has early adopted this standard by classifying debt issuance cost as part of the debt and its impact on its consolidated financial statements and related disclosures was immaterial statements and related disclosures was immaterial. In May 2015 In May of 2015, the FASB issued ASU 2015-07, Fair Value Measurement, to remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments. The update requires that the acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined (not retrospectively as with prior guidance). Additionally, the acquirer must record in the same periods financial statements the effect on earnings of changes in depreciation, amortization or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the time of acquisition. The acquiring entity is required to disclose, on the face of the financial statements or in the footnotes to the financial statements, the portion of the amount recorded in current period earnings, by financial statement line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The guidance in ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Earlier application is permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. In November 2015, the FASB has issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, not-for-profit organizations, and employee benefit plans, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. The FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09 (ASU 2016-09), CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 will affect all entities that issue share-based payment awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company is currently evaluating the effect that ASU 2016-09 will have on the Companys consolidated financial position and results of operations. In April 2016, the FASB issued ASU No. 2016-10 (ASU 2016-10), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entitys ordinary activities) in exchange for consideration. The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-10 will have on the Companys consolidated financial position and results of operations. In May 2016, the FASB issued ASU No. 2016-12 (ASU 2016-12), Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entitys ordinary activities) in exchange for consideration. The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update affect narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-12 will have on the Companys consolidated financial position and results of operations. |
Financing Agreements
Financing Agreements | 12 Months Ended |
Apr. 30, 2016 | |
Debt Disclosure [Abstract] | |
Financing Agreements | Note 4. Financing Agreements As of October 31, 2013, the Company entered into an agreement with David Sheerr, a related party, 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. 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 $139,000, which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the remaining approximately $322,000 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 is reflected in accrued liabilities and the long term portion of $179,000 is reflected in other liabilities long term in the consolidated balance sheet as of April 30, 2015. The Company has entered into a financing agreement (the Financing Agreement) with Rosenthal & Rosenthal, Inc. The Financing Agreement provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The loans under the Financing Agreement mature on November 30, 2016 unless such Financing Agreement is either earlier terminated or renewed. Loans outstanding under the Financing Agreement bear 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 our ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. On April 29, 2014, the Company entered into an amendment (the "Amendment") to the Financing Agreement. The Amendment provides for advances against inventory balances based on prescribed formulas of raw materials and finished goods. The maximum borrowing capacity remains at $3,500,000. The weighted average interest rate on amounts borrowed under these agreements at April 30, 2016 and 2015 was 8.5% and 8.5%, respectively. The average dollar amounts borrowed under these agreements for the fiscal years ended April 30, 2016 and 2015 were approximately $2,348,000 and $3,091,000, respectively. |
Securities Purchase Agreement
Securities Purchase Agreement | 12 Months Ended |
Apr. 30, 2016 | |
Equity [Abstract] | |
Securities Purchase Agreement | Note 5. Securities Purchase Agreement Bridge Notes and Bridge Warrants On July 15, 2014, the Company entered into the purchase agreement governing the issuance of $750,000 aggregate principal amount of Bridge Notes and Bridge Warrants. The Bridge Notes and Bridge Warrants were issued on July 15, 2014. The Company issued $600,000 aggregate principal amount of the Bridge Notes to certain institutional investors and $150,000 aggregate principal amount of the Bridge Notes to certain members of management. The initial conversion price for institutional investors was $7.50 per share (which was subsequently reduced; see below), and the initial conversion price for management was equal to the closing price of the Companys common stock on the closing date of the Purchase Agreement, $8.82. The Bridge Notes were secured obligations of the Company and bear interest at a rate of 8% per year. The Bridge Warrants are exercisable for five years after the closing date of the Purchase Agreement, or July 15, 2019. For each $1,000 of principal amount of Bridge Notes, the holder received 1,200 Bridge Warrants, each exercisable for the purchase of one share of the Companys common stock. Each holder is entitled to exercise one-third of all Bridge Warrants received at an exercise price of $9.00, one-third of all Bridge Warrants received at an exercise price of $10.50, and one-third of all Bridge Warrants received at an exercise price that is equal to the closing price on the closing date of the Purchase Agreement, $8.82. As noted below, (Note 6) on January 15, 2016 the Company entered into an agreement with the institutional bridge note holders and certain members of management who held warrants issued with the above Convertible Notes Payable whereby the warrants would be exchanged for shares of Series B Preferred Stock. 255,000 of the outstanding warrants were exchanged for 19,125 shares of Series B Preferred Stock. The exchange was accounted for as an equity-for-equity exchange, with no gain or loss recorded. The issuance date value of the exchanged warrants of $233,300 was reallocated to Series B Preferred Stock and Additional Paid in Capital. On November 17, 2014 the Company closed the sale of 600,000 shares of its Series A Stock, which resulted in the reduction of the conversion price of the Bridge Notes held by the institutional investors to $6.00 from $7.50, to equal the conversion price of the Series A Preferred Stock On January 15, 2016 the Company entered into an agreement with the institutional bridge note holders to exchange their entire balance (principal and accrued and unpaid interest) of Bridge Notes originally issued on July 14, 2014 through the issuance of 55,083 shares of Series B Preferred Stock, having a value of $649,967. The carrying value of principal and accrued interest extinguished was $672,000 resulting in a gain on extinguishment of $22,033 (see note 6). The pricing model the Company used for determining fair values of the Bridge Warrants is the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.26% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Bridge Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 100% was calculated using the daily closing price over a five-year period of the Companys Common Stock. The value of the Bridge Warrants was derived and used as a basis to allocate the proceeds received between the Bridge Warrants and Bridge Notes. The proportionate value ascribed to the Bridge Warrants amounted to approximately $562,000 and was reflected as a discount on notes payable. Further the Company estimated a value of beneficial conversion feature of approximately $188,000 (limited to the amount of proceeds allocated to the notes payable) and reflected such as an additional discount on the bridge notes. The discount on notes payable has been fully amortized using straight line amortization. This resulted in a non-cash interest charge of approximately $750,000 in the fiscal year ended April 30, 2015. Series A preferred shares On November 12, 2014, the Company completed a private placement of 600,000 shares of its Series A Preferred Stock (Series A Stock) together with Warrants to purchase shares of its common stock (Preferred Warrant) at a price of $5.00 per share, in accordance with the Series A Preferred Stock Purchase Agreement dated October 20, 2014 (the Purchase Agreement). The net proceeds to the Company from the sale of the Series A Stock and Preferred Warrant, after deducting the estimated offering expenses incurred by the Company were approximately $2,700,000. At any time from November 17, 2014, the date of Closing, and prior to October 20, 2019 (the Put/Call Exercise Period), the investors may exercise a right to purchase and require the Company to sell up to an additional 700,000 shares of Series A Stock. If the investors have not exercised this right during the Put/Call Exercise Period, the Company may exercise a right to cause and require the investors to purchase up to an additional 700,000 shares of Series A Stock, for an aggregate purchase price of $3,500,000. Holders of the Series A Stock shall initially have the right to convert such shares of Series A Stock into the number of authorized but previously unissued shares of the Companys common stock obtained by dividing the stated value of each share of Series A ($5.00) by $6.00. For each share of Series A Stock, the investors will receive 2.5 Preferred Warrants to purchase the Companys common stock at an exercise price of $7.50 per share. The Preferred Warrants are exercisable immediately for a period of five years from the date of closing. The exercise price of the Preferred Warrants is subject to adjustments in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of the Preferred Warrants may be limited if upon exercise, the warrant holder or any of its affiliates would beneficially own more than 4.99% of the Companys Common Stock. The Holders of the Series A Stock will receive preferential cumulative dividends at the rate of 8% per annum (equivalent to a fixed annual payment of $0.40 per share). The dividends are payable in shares of common stock and shall be valued at the weighted average price of the Companys common stock over the ten (10) consecutive trading days ended on the second trading day immediately before the payment date. The Company also issued 60,833 common shares and 30,000 warrants for common shares in exchange for professional services and fees related to the sale of the Series A Stock. The fair value of the warrants is recorded as a simultaneous increase and decrease to additional paid in capital and is therefore not presented on the consolidated statement of stockholders equity. The fair value of the common shares is presented as a charge to Additional Paid In Capital (APIC), with a corresponding increase to common stock related to the par value of the shares issued. The proceeds from the private placement were allocated between the Series A Stock, warrants and the put/call feature based upon their relative fair values. The fair value of the preferred stock was determined utilizing the as converted method as the prominent feature driving the value of the instrument was deemed to be underlying value of the common stock to which the instrument was convertible into. Fair value of the warrants was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.64% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 93% was calculated using the daily closing price over a five year period of the Companys Common Stock, the warrants have a strike price of $7.50. Fair value of the put and call was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.64% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Put/Call. Expected dividend yield assumes the contracted rate of 8%. Expected volatility of approximately 93% was calculated using the daily closing price over a five year period of the Companys Common Stock. On February 2, 2015, the Company completed a private placement of 26,600 shares of its Series A Stock together with Preferred Warrants to purchase shares of its common stock at a price of $5.00 per share, in accordance with the Purchase Agreement. The net proceeds to the Company from the sale of the Series A Stock and Preferred Warrant were approximately $133,000. The proceeds from the private placement were allocated between the Series A Stock and the warrants based upon their relative fair values. The fair value of the preferred stock was determined utilizing the as converted method as the prominent feature driving the value of the instrument was deemed to be underlying value of the common stock to which the instrument was convertible into. Fair value of the warrants was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.19% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 90.5% was calculated using the daily closing price over a five year period of the Companys Common Stock. The warrants have a strike price of $7.50 and are exercisable for a period of 5 years. In accordance with the Series A Purchase Stock Purchase Agreement, on October 30, 2015, investors in the Series A Preferred Stock exercised a right to purchase 20,000 shares of Series A Preferred Stock and warrants; gross proceeds of the transaction was $100,000. In fiscal year ended April 30, 2016, holders of Series A Preferred Stock converted 123,300 Series A Preferred shares into 205,500 of Common Stock. The converted value for each Series A Preferred Share is approximately $2.96 which resulted in approximately $365,000 reduction to the Series A Preferred Stock and a $365,000 offsetting increase to Additional Paid in Capital in the April 30, 2016 consolidated balance sheet. Dividends recorded in the year ended April 30, 2016 and April 30, 2015 were approximately $122,000 and $111,000 respectively. The Board of Directors authorized accumulated dividends from the date of Series A Preferred Stock issuance to be paid in the form of Common Stock. This resulted in the issuance of 46,413 Common Shares and a reduction of accumulated dividends of approximately $233,000 and offsetting increase of approximately $233,000 in Additional Paid in Capital in the accompanying condensed balance sheet. The preferential cumulative dividends accrued at the rate of 8% per annum. The dividends payable were paid in shares of common stock and were valued at the volume weighted average price of the Companys common stock over the ten (10) consecutive trading days ended on the second trading day immediately before the dividend payment date. Series B preferred shares During the fiscal year ended April 30, 2016, the holders of Series B Preferred Stock converted 4,125 Series B Preferred shares into 27,500 shares of Common Stock. The converted value for each Series B Preferred Share is approximately $12.20 or $50,325 and resulted in an offsetting increase to Additional Paid in Capital in the April 30, 2016 consolidated balance sheet. Common Stock On February 2, 2015, the Company issued and sold an aggregate of 61,000 restricted shares of its common stock at a price of $6.00 per share and five-year warrants to purchase an additional 105,333 shares with an exercise price of $7.50 per share, of which 16,667 shares were purchased by David A Moylan the Companys CEO. The net proceeds to the Company from the sale of the restricted common stock and warrants (exclusive of any exercise thereof) were approximately $365,000. Fair value of the warrants was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.19% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 90.5% was calculated using the daily closing price over a five year period of the Companys Common Stock. The warrants have a strike price of $7.50 and are exercisable for a period of 5 years. The warrants have been recognized through a simultaneous increase and decrease to APIC for approximately $215,000 and therefore not presented on the consolidated statement of stockholders equity. On July 31, 2015, the Company entered into separate securities purchase agreements with five (5) accredited investors for the issuance and sale of an aggregate of 166,667 shares of its common stock at a per share price of $3.00 or an aggregate purchase price of approximately $500,000. |
Equity Exchange Transactions
Equity Exchange Transactions | 12 Months Ended |
Apr. 30, 2016 | |
Equity [Abstract] | |
Equity Exchange Transactions | Note 6. Equity Exchange transactions On January 15, 2016, Dataram Corporation entered into separate exchange agreements with holders of: (i) the Companys outstanding shares of Series A Preferred Stock and Series A Warrants to purchase shares of the Companys Common Stock issued in connection with the Series A Preferred Stock originally issued on November 17, 2014, February 2, 2015 and October 30, 2015, and (ii) the Companys outstanding institutionally held subordinated secured convertible Bridge Notes and Bridge Warrants held by institutions and employee investors to purchase shares of Common Stock issued in connection with the sale of the Bridge Notes on July 15, 2014 pursuant to Subordinated Secured Convertible Bridge Note and Warrant Purchase Agreements (the Bridge Purchase Agreements), and (iii) warrants to purchase Common Stock issued pursuant to the Companys prospectus supplement dated September 18, 2013 (the Registered Warrants and together with the Series A Preferred Stock, the Series A Warrants, Bridge Notes and the Bridge Warrants, the Exchange Securities). Pursuant to the Exchange Agreements, the Holders exchanged the Exchange Securities for an aggregate of 335,684 shares of the Companys newly designated Series B Convertible Preferred Stock (the Preferred Stock). As noted in (i) above the Company entered into an agreement with investors who held Preferred Series A Preferred Stock and warrants issued with the series A preferred stock. The 523,300 outstanding Series A shares were exchanged for 214,465 Series B Preferred Stock. The exchange was accounted for as an equity-for-equity exchange, with no gain or loss recorded. The issuance date value of the exchanged Preferred Series A Stock of approximately, $1,572,000 was reallocated to Series B Preferred Stock and Additional Paid in Capital. Additionally, the 1,616,500 outstanding Preferred Series A warrants were exchanged for 40,413 shares of Series B Preferred Stock. The exchange was accounted for as an equity-for-equity exchange, with no gain or loss recorded. The issuance date value of the exchanged warrants of $493,060 was reallocated to Series B Preferred Stock and Additional Paid in Capital. As noted in (ii) above the Company entered into an agreement with the institutional bridge note holders and certain members of management who held warrants issued with the above Convertible Notes Payable whereby the warrants would be exchanged for shares of Series B Preferred Stock. 255,000 of the outstanding warrants were exchanged for 19,125 shares of Series B Preferred Stock. The exchange was accounted for as an equity-for-equity exchange, with no gain or loss recorded. The issuance date value of the exchanged warrants of $233,300 was reallocated to Series B Preferred Stock and Additional Paid in Capital. As noted in (iii) above the Company entered into an agreement with investors who held warrants issued with the above Common Stock issue dated September 18, 2013. The 87,967 outstanding warrants were exchanged for 6,598 shares of Series B Preferred Stock. The exchange was accounted for as an equity-for-equity exchange, with no gain or loss recorded. The issuance date value of the exchanged warrants of $80,500 was reallocated to Series B Preferred Stock and Additional Paid in Capital. As contemplated by the Exchange Agreements and as approved by the Companys Board of Directors on January 21, 2016, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Designation of Preferences, Rights and Limitations of 0% Series B Convertible Preferred Stock (the Series B Certificate of Designations). Pursuant to the Series B Certificate of Designations, the Company designated 400,000 shares of its blank check preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $12.20 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series B Preferred Stock will be entitled to a per share preferential payment equal to the par value. All shares of capital stock of the Company will be junior in rank to Series B Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company. The Holders will be entitled to receive dividends if and when declared by the Companys Board of Directors. In addition, the Series B Preferred Stock shall participate on an as converted basis, with all dividends declared on the common stock. Subject to certain limitations as set forth below, each holder may convert the shares of Series B Preferred Stock into such number of shares of common stock based on a conversion ratio, the numerator of which shall be the Base Amount (defined hereafter) and denominator of which shall be the Conversion Price (defined hereafter). Base Amount is defined, as of the applicable date of determination, the sum of (1) the aggregate stated value of the Series B Preferred Stock to be converted, plus (2) the accrued and unpaid dividends on Series B Preferred Stock. The Conversion Price of the Series B Preferred Stock is initially $1.83. The Company is prohibited from effecting the conversion of Series B Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 4.99%, in the aggregate, of the issued and outstanding shares of the Companys common stock calculated immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series B Preferred Stock (the Maximum Percentage). A holder may increase or decrease the Maximum Percentage by providing written notice to the Company; provided, that in no event shall the Maximum Percentage exceed 9.99%. If and until it is determined that the Company is required to obtain the approval of its shareholders for the issuance of the Series B Preferred Stock in accordance with NASDAQ Capital Market Rules (Shareholder Approval, then the Company, until it has obtained Shareholder Approval, may not issue upon conversion of the Series B Preferred Stock, such number of shares of Common Stock, which, when aggregated with all other shares of Common Stock issued upon conversion of all Series B Preferred Stock, would exceed 19.99% of the shares of Common Stock issued and outstanding as of the initial issuance date of the Series B Preferred Stock. On April 30, 2016 the Company has 1,648,287 shares of common stock issued and outstanding and 331,559 shares of Series B Preferred Stock outstanding convertible into an aggregate of 2,210,390 shares of Common Stock, without giving effect to any Beneficial Ownership Limitation or Exchange Blocker. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Apr. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions During the fiscal years ended April 30, 2016 and 2015, the Company purchased inventories for resale totaling approximately $381,000 and $1,348,000, respectively, from Sheerr Memory, LLC (Sheerr Memory). Sheerr Memorys owner (Mr. Sheerr) is employed by the Company as an advisor. Approximately $11,000 and $15,000 of accounts payable in the Companys consolidated balance sheets as of April 30, 2016 and April 30, 2015, 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 made approximately $19,000 in purchases from Sheerr Memory subsequent to April 30, 2016 and management anticipates that the Company will continue to do so, although the Company has no obligation to do so. During the fiscal years ended April 30, 2016 and 2015, the Company purchased inventories for resale totaling approximately $1,181,000 and $1,150,000, respectively, from Keystone Memory Group (Keystone Memory). Keystone Memorys owner is a relative of Mr. Sheerr. Approximately $190,000 of accounts payable in the Companys consolidated balance sheets as of April 30, 2016 is payable to Keystone Memory. At April 30, 2015 approximately $32,000 of accounts payable was due Keystone Memory. Keystone Memory offers the Company trade terms of immediately due and all invoices are settled in the normal course of business. No interest is paid. The Company has made approximately $290,000 in purchases from Keystone Memory subsequent to April 30, 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 $179,000 is reflected in other liabilities long-term in the condensed consolidated balance sheet as of April 30, 2015. As of April 30, 2016, the current portion of $72,000 deferred gain is reflected in accrued liabilities and the long-term portion of $107,000 is reflected in other liabilities long-term in the consolidated balance sheet as of April 30, 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Apr. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes Income tax expense for the years ended April 30 consists of the following: 2016 2015 Current: Federal $ $ State (187,000 ) 3,000 (187,000 ) 3,000 Deferred: Federal State Total income tax expense $ (187,000 ) $ 3,000 The Companys income tax expense for the fiscal year ended April 30, 2016 include a gain recorded on the sale of state net operating losses of approximately $190,000 and tax expense of approximately $3,000 that consists of state minimum tax payments. For the fiscal year ended April 30, 2015 tax expense of approximately $3,000 that consists of state minimum tax payments. Income tax expense differs from expected tax expense (computed by applying the applicable U.S. statutory Federal income tax rate to earnings before income taxes) as follows: 2016 2015 Federal income tax at statutory rates $ (479,000 ) $ (1,301,000 ) State income taxes (net of federal income tax benefit) 81,000 (28,000 ) Impact of change in state rate (69,000 ) Other (46,000 ) 257,000 Total income tax expense (benefit) before provision for valuation allowance (513,000 ) (1,072,000 ) Changes in valuation allowance 326,000 1,075,000 Total income tax expense $ (187,000 ) $ 3,000 The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: 2016 2015 Deferred tax assets: Compensated absences and severance, principally due to accruals for financial reporting purposes $ 3,000 $ 3,000 Stock-based compensation expense 1,438,000 1,151,000 Accounts receivable, principally due to allowance for doubtful accounts and sales returns 36,000 49,000 Property and equipment, principally due to differences in depreciation 208,000 216,000 Intangible assets 3,000 53,000 Inventories 104,000 54,000 Net operating losses 10,691,000 10,609,000 Alternative minimum tax 438,000 438,000 Capitalized R & D cost 116,000 128,000 Other 13,000 23,000 Net deferred tax assets 13,050,000 12,724,000 Valuation allowance (13,050,000 ) (12,724,000 ) Net deferred tax assets $ $ The valuation allowance increased by $326,000 and $1,075,000 for the fiscal years ended April 30, 2016 and 2015, respectively. Management believes sufficient uncertainty exists regarding the realization of the deferred tax asset items and that a valuation allowance is required. Management considers projected future taxable income and tax planning strategies in making this assessment. The amount of deferred tax assets considered realizable could materially change in the future if estimates of future taxable income change. The Company has Federal and state net operating loss carry-forwards of approximately $30,400,000 and $7,900,000, respectively. These can be used to offset future taxable income and expire between 2023 and 2036 for Federal tax purposes and 2016 and 2036 for state tax purposes. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Apr. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 9. Stock-based compensation Option Plans The Company had a 2001 incentive and non-statutory stock option plan for the purpose of permitting certain key employees to acquire equity in the Company and to promote the growth and profitability of the Company by attracting and retaining key employees. In general, the plan allows granting of up to 100,000 shares of the Companys Common Stock at an option price to be no less than the fair market value of the Companys Common Stock on the date such options are granted. Currently, options granted under the plan vest ratably on the annual anniversary date of the grants. Vesting periods for options currently granted under the plan ranged from one to five years. No further options may be granted under this plan. The Company also has a 2011 incentive and non-statutory stock option plan for the purpose of permitting certain key employees and consultants to acquire equity in the Company and to promote the growth and profitability of the Company by attracting and retaining key employees. No executive officer or director of the Company is eligible to receive options under the 2011 plan. In general, the plan allows granting of up to 11,111 shares of the Companys Common Stock at an option price to be no less than the fair market value of the Companys Common Stock on the date such options are granted. Options granted under the plan vest ratably on the annual anniversary date of the grants. All shares have been granted under this plan. The Company has a 2014 Equity Incentive Plan (the Plan), and reserves under the plan for issuance 83,333 shares of common stock. There are approximately 14,333 shares available for future grant. The Board of Directors has exclusive authority to determine which officers, employees, and directors who provide services to the Company will be entitled to receive a benefit under the Plan and to administer awards under the Plan to those eligible individuals. The Board retains the authority to appoint a Compensation Committee at any time, consisting of one or more Board members, to determine awards under the Plan. The Compensation Committee will determine, among things, the selection of those individuals to be granted awards under the Plan among those individuals eligible for participation, the level of participation of each participant, when and how each award under the plan will be granted, and what type or combination of types of awards will be granted. The Plan provides for the granting of qualified and non-qualified stock options Incentive stock options may be granted only to participants who meet the definition of employees under Section 3401(c) of the Code and bonus shares. Stock options provide the recipient with the right to purchase shares of common stock at a price not less than their fair market value on the date of the grant. The stock option price is payable in cash, by tendering previously acquired shares of common stock having an aggregate fair market value at the time of exercise equal to the option price, by cashless (broker-assisted) exercise, or any other method approved by the Board. No stock option may be exercised more than 10 years from the date of grant. Stock options granted under the Plan may be stock options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). Incentive stock options may be granted only to participants who meet the definition of employees under Section 3401(c) of the Code. In addition, in order to qualify for incentive stock option treatment, in the case of options granted to a holder of 10% or more of the companys common stock, the stock option price may not be less than 110% of the fair market value of the stock on the date the stock option is granted . Stock Appreciation Rights Stock Appreciation Rights- A Stock Appreciation Right (SAR) provides the recipient with the right to receive from us an amount, determined by the Board and expressed as a percentage (not exceeding 100%), of the difference between the base price established for the appreciation rights and the market value of the common stock on the date the rights are exercised. Appreciation rights can be tandem (i.e., granted with option rights to provide an alternative to the exercise of the option rights) or free-standing. Tandem appreciation rights may only be exercised at a time when the related option right is exercisable and the spread is positive, and requires that the related option right be surrendered for cancellation. Free-standing appreciation rights must have a base price per right that is not less than the fair market value of the common stock on the grant date, must specify the period of continuous employment that is necessary before such appreciation rights become exercisable and may not be exercisable more than 10 years from the grant date. 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. The status of these plans for the years ended April 30, 2016 and April 30, 2015 is as follows: Shares Weighted Weighted Aggregate Balance April 30, 2014 81,859 $ 36.81 4.46 $ 6,250 Granted Exercised Expired (39,944 ) $ 48.72 Balance May 1, 2015 41,915 $ 25.44 3.59 $ Granted 79,556 $ 4.89 Expired (12,444 ) $ 38.13 Exchanged / cancelled (109,027 ) $ 9.03 Balance April 30, 2016 $ (1) This amount represents the difference between the exercise price and $1.86, the closing price of Dataram common stock on April 30, 2016 as reported on the NASDAQ Stock Market, for all in-the-money options outstanding and all the in-the-money shares exercisable In fiscal year ended April 30, 2016, the Company granted stock options to purchase 79,556 shares of common stock to certain employees, officers and board of directors of the Company. The Companys consolidated statements of operations for fiscal 2016, includes approximately $746,000 of stock-based compensation expense. In the fiscal year ended April 30, 2015, the Company did not grant any stock options. For fiscal year ended April 30, 2015 the Company recorded approximately $14,000 of stock-based compensation expense. On January 19, 2016, the Company entered into exchange agreements (the Option Exchange Agreements) (Note 6) with certain of its employees pursuant to which such employees agreed to return options to purchase an aggregate of up to 109,027 shares of common stock in consideration for restricted stock grants (the Restricted Stock Grants) in the aggregate amount of 87,736 shares of Common Stock pursuant to the Companys 2011 Equity Incentive Plan and 2014 Equity Incentive Plan, as amended. The Restricted Stock Grants are vested in full upon issuance. The Company recorded an additional one time stock based compensation expense of approximately $122,000 as a result of the stock option exchange agreements. As of April 30, 2016, there was no unearned compensation costs related to stock options remaining. The fair value of each stock option granted during fiscal year ended April 30, 2016 was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Fiscal Year Ended Expected term (years) 2.5-3.0 Expected volatility 79%-80% Dividend yield 0 Risk-free interest rate .90% -1.01% Weighted average per share grant date fair value $2.34 - $3.09 The expected life represents the period that the Companys stock-based awards are expected to be outstanding and was calculated using the simplified method pursuant to ASC 825. Expected volatility is based on the historical volatility of the Companys Common Stock using the daily closing price of the Companys Common Stock, pursuant to Staff Accounting Bulletin 107. Expected dividend yield assumes the current dividend rate remains unchanged. Expected forfeiture rate is based on the Companys historical experience. The risk-free interest rate is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the option grants. The Company calculated stock-based compensation expense using a 5% forefiture rate. Warrants On January 15, 2016, the Company entered into separate exchange agreements with various warrant holders, refer to (Note 6) Equity Exchange transactions. At April 30, 2016, the Company had 207,625 warrants outstanding with exercise prices between $7.50 and $40.68. At April 30, 2015, the Company had 1,102,758 warrants outstanding with exercise prices between $6.00 and $40.68. A summary of warrant activity for the Fiscal year ended April 30, 2016 and 2015 is as follows: Shares Weighted Weighted Aggregate Balance May 1, 2014 161,925 $ 24.27 3.34 Issued 940,833 $ 7.88 Exchanged Expired Balance April 30, 2015 1,102,758 $ 10.56 4.12 Issued 16,667 $ 7.50 Exchanged (881,800 ) $ 8.10 Expired (30,000 ) $ 7.50 Balance April 30, 2016 207,625 $ 19.74 1.24 (1) This amount represents the difference between the conversion price and $1.86, the closing price of Dataram common stock on April 30, 2016 as reported on the NASDAQ Stock Market, for all in-the-money warrants outstanding. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Apr. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 10. Accrued Liabilities Accrued liabilities consist of the following at April 30: 2016 2015 Payroll, including vacation $ 17,000 $ 27,000 Commissions 25,000 10,000 Deferred gain on equipment sale 72,000 72,000 Accounting and audit 25,000 53,000 Other 20,000 120,000 $ 159,000 $ 282,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Apr. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and contingencies Leases The Company occupies various facilities and operates equipment under operating lease arrangements. Rent charged to operations pursuant to such operating leases amounted to approximately $316,000 in 2016 and $432,000 in 2015. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of April 30, 2016 are as follows: Non-Related Related Party Party Total Year ending April 30: 2017 162,000 90,000 252,000 2018 84,000 90,000 174,000 2019 85,000 45,000 130,000 2020 86,000 86,000 Thereafter Total $ 417,000 $ 225,000 $ 642,000 Purchases At April 30, 2016, the Company had open purchase orders outstanding totaling $270,000 for inventory items to be delivered in the first three months of the fiscal year ending April 30, 2017. These purchase orders are cancelable. 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, styled 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, styled 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., styled 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. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Apr. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 12. Employee Benefit Plan The Company has a defined contribution plan (the Plan) which is available to all qualified employees. Employees may elect to contribute a portion of their compensation to the Plan, subject to certain limitations. The Company contributes a percentage of the employees contribution, subject to a maximum of 4.5 percent. The Companys matching contributions aggregated approximately $99,000 and $151,000 in 2016 and 2015 respectively. |
Geographic Location Information
Geographic Location Information | 12 Months Ended |
Apr. 30, 2016 | |
Segments, Geographical Areas [Abstract] | |
Geographic Location Information | Note 13. Geographic Location Information The Company operates in one business segment and develops, manufactures and markets a variety of memory systems for use with servers and workstations which are manufactured by various companies. Revenues, total assets and long lived assets for 2016 and 2015 by geographic region is as follows: United States Europe Other* Consolidated April 30, 2016 Revenues $ 19,713,000 $ 4,405,000 $ 1,064,000 $ 25,182,000 Total assets $ 5,743,000 $ 8,000 $ 0 $ 5,751,000 Long lived assets $ 1,490,000 $ 0 $ 0 $ 1,490,000 April 30, 2015 Revenues $ 23,285,000 $ 3,785,000 $ 1,188,000 $ 28,258,000 Total assets $ 6,269,000 $ 6,000 $ 0 $ 6,275,000 Long lived assets $ 1,498,000 $ 0 $ 0 $ 1,498,000 *Principally Asia Pacific Region |
Subsequent Events
Subsequent Events | 12 Months Ended |
Apr. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events Entry into a Material Definitive Agreement On June 13, 2016, Dataram Corporation, a Nevada corporation ("we" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with its wholly owned subsidiary, Dataram Acquisition Sub, Inc., a Nevada corporation (Acquisition Sub), U.S. Gold Corp., a Nevada corporation ("U.S. Gold") an exploration state 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 Copper King, LLC, a principal stockholder of U.S. Gold (Copper King). The closing of the Merger is subject to customary closing conditions, including, among other things: the approval of the Companys shareholders holding a majority of the Companys outstanding voting capital to issue the Merger Consideration (as defined below) pursuant to the continued listing standards of The NASDAQ Stock Market LLC; the approval of the Companys shareholders holding a majority of the Companys outstanding voting capital to increase the number of shares of authorized Common Stock; the closing by U.S. Gold of a financing pursuant to which it receives at least $3 million in net proceeds from the sale of its securities (the U.S. Gold Financing); the closing by U.S. Gold of the acquisition of certain mining claims related to a gold development project in Eureka County, Nevada (the Keystone Project); the receipt by the Company of a fairness opinion with respect to the Merger and the Merger Consideration; and the Companys Board of Directors shall have declared, as a special dividend, a right entitling each stockholder as of a record date (which shall be no less than five business days prior to the closing of the Merger) to a proportionate ownership interest, record or beneficial, equal to their ownership interest in the Company, of certain pre-Merger Company assets or the proceeds therefrom, as, when and if the Companys Board of Directors elects to divest such assets within 18 months from the closing of the Merger. Pursuant to the terms and conditions of the Merger Agreement, at the closing of the Merger, the holders of U.S. Golds common stock, Series A Preferred Stock and Series B Preferred Stock will be converted into the right to receive shares of the Companys Common Stock or, at the election of any U.S. Gold stockholder, shares of the Companys newly designated 0% Series C Convertible Preferred Stock, par value $0.001 per share (the Series C Preferred Stock), which are convertible into shares of Common Stock (collectively, the Merger Consideration). The Merger Consideration shall be allocated as follows and is presented below in terms of Common Stock: Twenty Million (20,000,000) shares of Common Stock shall be issued to the holders of U.S. Golds Series A Preferred Stock; One Million Eight Hundred Sixty Six Thousand Seven Hundred and Seventeen (1,866,717) shares of Common Stock shall be issued to the holders of U.S. Golds Series B Preferred Stock; Up to Fifteen Million One Hundred and Fifty One Thousand Five Hundred and Fifteen (15,151,515) shares of Common Stock shall be issued to holders of U.S. Golds common stock issued in connection with the U.S. Gold Financing; One Million Eight Hundred and Fifty Thousand (1,850,000) shares of Common Stock shall be issued to the holders of U.S. Golds common stock issued in connection with the closing of the acquisition of the Keystone Project; and One Million Six Hundred and Fifty Thousand (1,650,000) shares of Common Stock shall be issued to certain incoming officers and consultants pursuant to a shareholder approved equity incentive plan of the Company. Restricted Common Share Bonus Awards to Employees, Executive Officers and Directors Between May 1, 2016 and July 29, 2016 the Company awarded approximately 188,280 restricted shares of the Companys Common Stock to employees, Executive Officers and Directors. The approximate value of these grants is $429,000. Series B Preferred Stock converted to Common Shares The holders of 232,623 Series B Preferred Stock have converted into approximately 1,550,820 restricted shares of Common Stock since the end of the reporting period to the close of business on July 27, 2016. 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 Companys issued and outstanding common stock on a 1 for 3 basis, effective with the State of Nevada on July 8, 2016 in order to regain compliance with NASDAQs minimum bid price requirement. The reverse stock split was effective with The NASDAQ Capital Market on July 11, 2016. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Apr. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash Equivalents The Company did not have cash equivalents at the year ended April 30, 2016 or 2015. |
Concentrations of Credit Risk | Concentrations 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 April 30, 2016 and 2015, amounts due from one customer totaled approximately 15% and 16%, respectively, of accounts receivable. In fiscal years ended April 30, 2016 the Company had sales to two customers that were over 10% of revenues. One customer totaled approximately 20% of revenues and another customer totaled approximately 15% of revenues. In fiscal year ended April 30, 2015, the Company had sales to two customers that were 10% of revenues or greater. One customer totaled approximately 20% of revenues and another customer totaled approximately 10% of revenues. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at cost less allowances for doubtful accounts which reflects the Companys estimate of balances that will not be collected and sales returns. The allowances are based on the history of past write-offs, and returns, the aging of balances, collections experience and current credit conditions. Additions include provisions for doubtful accounts and deductions include customer write-offs. Accounts receivable consist of the following: April 30, April 30, Trade receivables $ 2,656,000 $ 2,151,000 VAT receivable 190,000 160,000 Allowance for doubtful accounts and sales returns (100,000 ) (140,000 ) $ 2,746,000 $ 2,171,000 |
Inventories | Inventories Inventories are stated at the lower of cost or market and include the cost of material, labor and manufacturing overhead. Cost is determined on the first-in, first-out basis. The Company provides inventory allowances to write down inventory to its estimated net realizable value when conditions indicate that the selling price could be less than cost due to physical deterioration, obsolescence, changes in price levels, or other causes, which it includes as a component of cost of revenues. Additionally, the Company provides allowances for excess and slow-moving inventory on hand that are not expected to be sold to reduce the carrying amount of slow-moving inventory to its estimated net realizable value. The allowances for slow-moving inventory are based upon estimates about future demand from our customers and market conditions. Inventories consist of the following: April 30, April 30, Raw materials $ 955,000 $ 1,125,000 Work in progress 5,000 2,000 Finished goods 566,000 1,176,000 Allowance for excess and slow moving (190,000 ) (214,000 ) $ 1,336,000 $ 2,089,000 |
Property and Equipment | Property and Equipment Equipment consisting of office furniture, computer, machinery and equipment is recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation for office furniture, computer, machinery and equipment is computed under the straight-line method over the estimated useful lives which range from two to five years. Leasehold improvements are depreciated under the straight line method over their estimated useful lives or the remaining lease period, whichever is shorter. When property or equipment is retired or otherwise disposed of, related costs and accumulated depreciation and amortization are removed from the accounts. Depreciation and amortization expense related to property and equipment for the fiscal years ended April 30, 2016 and 2015 totaled $92,000 and $127,000, respectively. Repair and maintenance costs are charged to operations as incurred. As of April 30, 2016 and 2015 fixed assets and accumulated depreciation balances: 2016 2015 Equipment $ 502,000 $ 480,000 Leasehold improvement 608,000 608,000 1,110,000 1,088,000 Less: Accumulated depreciation and amortization (1,059,000 ) (967,000 ) Net property and equipment $ 51,000 $ 121,000 |
Long-Lived Assets | Long-Lived Assets: Long-lived assets, such as property and equipment and capitalized software are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less cost to sell, and no longer depreciated. The Company considers various valuation factors, principally undiscounted cash flows, to assess the fair values of long-lived assets. |
Intangible Assets Capitalized Software | Intangible Assets Capitalized Software Software costs incurred in the research, design and development of software for sale to others as a separate product or embedded in a product and sold as part of the product as a whole are charged to expense until technological feasibility is established and amortized on a straight-line basis over seven years, beginning when the products are offered for sale or the enhancements are integrated into the products. Management is required to use its judgment in determining whether capitalized software costs meet the criteria for immediate expense or capitalization, in accordance with U.S. GAAP. The unamortized capitalized costs of a computer software product are compared to the net realizable value of that product and any excess is written off. The Company began to amortize the capitalized software in the second quarter of the fiscal year ended April 30, 2016. In the fiscal year ended April 30, 2016 the company recorded approximately $39,000 of amortization. The company will amortize the capitalized software on a straight line basis over the next nineteen quarters. The Companys proprietary software solutions operate in a fast changing industry that may generate unknown methods of detecting and monitoring disturbances that could render our technology inferior, resulting in the Companys results of operations being materially adversely affected. The Company does, however, closely monitor trends and changes in technologies and customer demand that could adversely impact its competitiveness and overall success. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both will be reduced significantly in the near term due to competitive pressures. As a result, the carrying amount of the capitalized software costs for the Companys products may be reduced materially in the near term. Costs incurred for product enhancements are charged to expense. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired in an acquisition. Goodwill is not amortized but rather is reviewed annually for impairment, or whenever events or circumstances indicate that the carrying value may not be recoverable. The Company initially performs a qualitative assessment of goodwill which considers macro-economic conditions, industry and market trends, and the current and projected financial performance of the reporting unit. No further analysis is required if it is determined that there is a less than 50 percent likelihood that the carrying value is greater than the fair value. The Company completed a quantitative assessment and determined that there was no impairment of goodwill as of April 30, 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash, accounts receivable, accounts payable, and accrued expenses, and debt the fair value was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. Fair value measurements and disclosures establish a hierarchy that prioritizes fair value measurements based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals. Level 3: Unobservable inputs that reflect the reporting entitys own assumptions, as there is little, if any, related market activity. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. |
Revenue Recognition | Revenue Recognition Revenue is recognized when title passes upon shipment of goods to customers. The Companys 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. |
Engineering and Research and Development | Engineering and 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 of receiving future economic benefits. |
Advertising | Advertising Advertising is expensed as incurred and amounted to $43,000 and $89,000 in the fiscal years ended April 30, 2016 and 2015, respectively. |
Income taxes | Income Taxes The Company accounts for income taxes by recording a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for financial reporting and tax purposes during the year. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards. A valuation allowance is established, when necessary, to reduce that deferred tax asset if it is more likely than not that the related tax benefits will not be realized. The Company follows the guidance of accounting for uncertainty in income taxes. This guidance did not result in a material adjustment to the Companys liability for unrecognized income tax benefits. As of April 30, 2016, the Company currently was not and is not engaged in an income tax examination by any tax authority. The Company recognizes interest and penalties on unpaid taxes in its income tax expense. No interest or penalties were recognized during the Companys fiscal years ended April 30, 2016 and 2015. The Company files income tax returns in the United States and in various states. The Companys significant tax jurisdictions are the U.S. Federal, New Jersey, Pennsylvania and California. The tax years subsequent to 2011 remain open to examination by the taxing authorities. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated in a manner consistent with basic net income (loss) per share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding (using the treasury stock method). 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 fiscal year ended April 30, 2016 and April 30, 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 April 30: 2016 2015 Convertible notes 80,000 Convertible notes related parties 9,070 17,007 Series A preferred shares 522,167 Series B preferred shares 2,210,390 Warrants 207,625 1,102,758 Common shares reserved for series A preferred share dividends 17,517 Stock options 41,915 Total 2,427,085 1,781,364 |
Product Warranty | Product Warranty The majority of the Companys products are intended for single use; therefore, the Company requires limited product warranty accruals. The Company accrues estimated product warranty costs at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated, such amounts in fiscal year ended April 30, 2016 and 2015 were not material. Balance Charges to Balance Beginning Costs and End of Year Expenses Deductions of Year Year Ended April 30, 2016 $ 10,000 $ $ $ 10,000 Year Ended April 30, 2015 $ 69,000 $ 11,000 $ (70,000 ) $ 10,000 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 the allowance for doubtful accounts and sales returns, inventory reserve, stock based compensation, deferred income tax asset valuation allowance and other operating allowances and accruals. |
Stock-Based Compensation - Stock Options | Stock-Based Compensation Stock options The Company accounts for stock-based awards issued to employees, officers and directors pursuant to Accounting Standards Codification (ASC 718). Such awards primarily consist of options to purchase shares of common stock. The fair value of stock-based awards is determined on the grant date using a valuation model. The fair value is recognized as compensation expense, net of estimated forfeitures, on a straight line basis over the service period which is normally the vesting period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued a new financial accounting standard which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently evaluating the impact of this accounting standard on our consolidated financial statements In April 2015, the FASB issued ASU No. 2015-03(ASU 2015-03), Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This standard amends the existing guidance to require that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as a deferred charge. ASU 2015-03 is effective on a retrospective basis for annual and interim reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company has early adopted this standard by classifying debt issuance cost as part of the debt and its impact on its consolidated financial statements and related disclosures was immaterial statements and related disclosures was immaterial. In May 2015 In May of 2015, the FASB issued ASU 2015-07, Fair Value Measurement, to remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments. The update requires that the acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined (not retrospectively as with prior guidance). Additionally, the acquirer must record in the same periods financial statements the effect on earnings of changes in depreciation, amortization or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the time of acquisition. The acquiring entity is required to disclose, on the face of the financial statements or in the footnotes to the financial statements, the portion of the amount recorded in current period earnings, by financial statement line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The guidance in ASU No. 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Earlier application is permitted for financial statements that have not been issued. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. In November 2015, the FASB has issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, not-for-profit organizations, and employee benefit plans, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. The FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The adoption of this standard is not expected to have a material impact on the Companys consolidated financial position and results of operations. In March 2016, the FASB issued ASU No. 2016-09 (ASU 2016-09), CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 will affect all entities that issue share-based payment awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company is currently evaluating the effect that ASU 2016-09 will have on the Companys consolidated financial position and results of operations. In April 2016, the FASB issued ASU No. 2016-10 (ASU 2016-10), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entitys ordinary activities) in exchange for consideration. The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-10 will have on the Companys consolidated financial position and results of operations. In May 2016, the FASB issued ASU No. 2016-12 (ASU 2016-12), Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entitys ordinary activities) in exchange for consideration. The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update affect narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-12 will have on the Companys consolidated financial position and results of operations. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Apr. 30, 2016 | |
Accounting Policies [Abstract] | |
Accounts Receivable | April 30, April 30, Trade receivables $ 2,656,000 $ 2,151,000 VAT receivable 190,000 160,000 Allowance for doubtful accounts and sales returns (100,000 ) (140,000 ) $ 2,746,000 $ 2,171,000 |
Inventories | April 30, April 30, Raw materials $ 955,000 $ 1,125,000 Work in progress 5,000 2,000 Finished goods 566,000 1,176,000 Allowance for excess and slow moving (190,000 ) (214,000 ) $ 1,336,000 $ 2,089,000 |
Property and Equipment | 2016 2015 Equipment $ 502,000 $ 480,000 Leasehold improvement 608,000 608,000 1,110,000 1,088,000 Less: Accumulated depreciation and amortization (1,059,000 ) (967,000 ) Net property and equipment $ 51,000 $ 121,000 |
Anti-Dilutive Securities | 2016 2015 Convertible notes 80,000 Convertible notes related parties 9,070 17,007 Series A preferred shares 522,167 Series B preferred shares 2,210,390 Warrants 207,625 1,102,758 Common shares reserved for series A preferred share dividends 17,517 Stock options 41,915 Total 2,427,085 1,781,364 |
Product Warranty Accruals | Balance Charges to Balance Beginning Costs and End of Year Expenses Deductions of Year Year Ended April 30, 2016 $ 10,000 $ $ $ 10,000 Year Ended April 30, 2015 $ 69,000 $ 11,000 $ (70,000 ) $ 10,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Apr. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | 2016 2015 Current: Federal $ $ State (187,000 ) 3,000 (187,000 ) 3,000 Deferred: Federal State Total income tax expense $ (187,000 ) $ 3,000 |
Income Tax Expense Differs from Expected Tax Expense | 2016 2015 Federal income tax at statutory rates $ (479,000 ) $ (1,301,000 ) State income taxes (net of federal income tax benefit) 81,000 (28,000 ) Impact of change in state rate (69,000 ) Other (46,000 ) 257,000 Total income tax expense (benefit) before provision for valuation allowance (513,000 ) (1,072,000 ) Changes in valuation allowance 326,000 1,075,000 Total income tax expense $ (187,000 ) $ 3,000 |
The Tax Effect of Temporary Differences That Give Rise to Significant Portions of the Deferred Tax Assets and Deferred Tax Liabilities | 2016 2015 Deferred tax assets: Compensated absences and severance, principally due to accruals for financial reporting purposes $ 3,000 $ 3,000 Stock-based compensation expense 1,438,000 1,151,000 Accounts receivable, principally due to allowance for doubtful accounts and sales returns 36,000 49,000 Property and equipment, principally due to differences in depreciation 208,000 216,000 Intangible assets 3,000 53,000 Inventories 104,000 54,000 Net operating losses 10,691,000 10,609,000 Alternative minimum tax 438,000 438,000 Capitalized R & D cost 116,000 128,000 Other 13,000 23,000 Net deferred tax assets 13,050,000 12,724,000 Valuation allowance (13,050,000 ) (12,724,000 ) Net deferred tax assets $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Apr. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Bonus shares activity table | Shares Weighted Weighted Aggregate Balance April 30, 2014 81,859 $ 36.81 4.46 $ 6,250 Granted Exercised Expired (39,944 ) $ 48.72 Balance May 1, 2015 41,915 $ 25.44 3.59 $ Granted 79,556 $ 4.89 Expired (12,444 ) $ 38.13 Exchanged / cancelled (109,027 ) $ 9.03 Balance April 30, 2016 $ |
Weighted-average Black-Scholes assumptions | Fiscal Year Ended Expected term (years) 2.5-3.0 Expected volatility 79%-80% Dividend yield 0 Risk-free interest rate .90% -1.01% Weighted average per share grant date fair value $2.34 - $3.09 |
Summary of warrant activity | Shares Weighted Weighted Aggregate Balance May 1, 2014 161,925 $ 24.27 3.34 Issued 940,833 $ 7.88 Exchanged Expired Balance April 30, 2015 1,102,758 $ 10.56 4.12 Issued 16,667 $ 7.50 Exchanged (881,800 ) $ 8.10 Expired (30,000 ) $ 7.50 Balance April 30, 2016 207,625 $ 19.74 1.24 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Apr. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 2016 2015 Payroll, including vacation $ 17,000 $ 27,000 Commissions 25,000 10,000 Deferred gain on equipment sale 72,000 72,000 Accounting and audit 25,000 53,000 Other 20,000 120,000 $ 159,000 $ 282,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Apr. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments | Non-Related Related Party Party Total Year ending April 30: 2017 162,000 90,000 252,000 2018 84,000 90,000 174,000 2019 85,000 45,000 130,000 2020 86,000 86,000 Thereafter Total $ 417,000 $ 225,000 $ 642,000 |
Geographic Location Informati27
Geographic Location Information (Tables) | 12 Months Ended |
Apr. 30, 2016 | |
Segments, Geographical Areas [Abstract] | |
Revenues, Total Assets and Long-Lived Assets by Geographic Location | United States Europe Other* Consolidated April 30, 2016 Revenues $ 19,713,000 $ 4,405,000 $ 1,064,000 $ 25,182,000 Total assets $ 5,743,000 $ 8,000 $ 0 $ 5,751,000 Long lived assets $ 1,490,000 $ 0 $ 0 $ 1,490,000 April 30, 2015 Revenues $ 23,285,000 $ 3,785,000 $ 1,188,000 $ 28,258,000 Total assets $ 6,269,000 $ 6,000 $ 0 $ 6,275,000 Long lived assets $ 1,498,000 $ 0 $ 0 $ 1,498,000 |
Organization and Nature of Bu28
Organization and Nature of Business (Details Narrative) | 12 Months Ended |
Apr. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split, description | 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 Companys issued and outstanding common stock, par value $0.001 per share on a one (1) for three (3) basis, effective on July 8, 2016 (the Reverse Stock Split). |
Liquidity, Going Concern and 29
Liquidity, Going Concern and Management Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (1,221,000) | $ (3,829,000) |
Proceeds from financing activities, approximate | 600,000 | |
Notes payable and accrued interest payable exchanged for equity | $ 672,000 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details Narrative) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Accounts Receivable | ||
Customer percentage | 15.00% | 16.00% |
Revenues | Customer Two | ||
Customer percentage | 15.00% | 10.00% |
Revenues | Customer One | ||
Customer percentage | 20.00% | 20.00% |
Disclosure - Summary of Signifi
Disclosure - Summary of Significant Accounting Policies - Accounts receivable (Details) - USD ($) | Apr. 30, 2016 | Apr. 30, 2015 |
Accounting Policies [Abstract] | ||
Trade receivables | $ 2,656,000 | $ 2,151,000 |
VAT receivable | 190,000 | 160,000 |
Allowance for doubtful accounts and sales returns | (100,000) | (140,000) |
Accounts receivable | $ 2,746,000 | $ 2,171,000 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Inventories (Details) - USD ($) | Apr. 30, 2016 | Apr. 30, 2015 |
Accounting Policies [Abstract] | ||
Raw materials | $ 955,000 | $ 1,125,000 |
Work in progress | 5,000 | 2,000 |
Finished goods | 566,000 | 1,176,000 |
Allowance for excess and slow moving | (190,000) | (214,000) |
Inventories, net | $ 1,336,000 | $ 2,089,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | Apr. 30, 2016 | Apr. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,110,000 | $ 1,088,000 |
Accumulated depreciation and amortization | (1,059,000) | (967,000) |
Net property and equipment | 51,000 | 121,000 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 502,000 | 480,000 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 608,000 | $ 608,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Accounting Policies [Abstract] | ||
Depreciation and amortization expense related to property and equipment | $ 92,000 | $ 127,000 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Intangible Assets Capitalized Software (Details Narrative) | 12 Months Ended |
Apr. 30, 2016USD ($) | |
Accounting Policies [Abstract] | |
Amortization of intangible assets, approximate | $ 39,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Advertising (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Summary Of Significant Accounting Policies - Advertising Details Narrative | ||
Advertising expense | $ 43,000 | $ 89,000 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 2,427,085 | 1,781,364 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 0 | 80,000 |
Convertible Notes | Related Parties | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 9,070 | 17,007 |
Series A Preferred Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 0 | 522,167 |
Series B Preferred Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 2,210,390 | 0 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 207,625 | 1,102,758 |
Common Shares Reserved for Series A Preferred Share Dividends | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 0 | 17,517 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 0 | 41,915 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Product Warranty (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Accounting Policies [Abstract] | ||
Balance beginning of year | $ 10,000 | $ 69,000 |
Charges to costs and expenses | 0 | 11,000 |
Deductions | 0 | (70,000) |
Balance end of year | $ 10,000 | $ 10,000 |
Financing Agreements (Details N
Financing Agreements (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2013 | Apr. 30, 2016 | Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2013 | Nov. 06, 2013 | |
Financing Agreements (Textual) [Abstract] | ||||||
Sale leaseback, gain on sale of assets | $ 72,000 | $ 71,000 | ||||
Sale leaseback, portion of deferred gain in accrued liabilities | 159,000 | 282,000 | ||||
Sale leaseback, portion of deferred gain in other long term liabilities | 107,000 | 179,000 | ||||
Note and Security Agreement | Mr. Sheerr | ||||||
Financing Agreements (Textual) [Abstract] | ||||||
Frequency of periodic payment | Monthly | |||||
Date of first required payment, principal amount | Nov. 15, 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 2 year period. | |||||
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 | 107,000 | 179,000 | ||||
Rosenthal & Rosenthal Financing Agreement | ||||||
Financing Agreements (Textual) [Abstract] | ||||||
Formula-based secured debt financing capacity | $ 3,500,000 | $ 3,500,000 | ||||
Financing agreement, maturity date | Nov. 30, 2016 | |||||
Financing agreement, amount outstanding | 2,348,000 | 3,091,000 | ||||
Financing agreement, borrowed amounts under line of credit | $ 1,776,000 | $ 2,109,000 | ||||
Borrowings, collateral, description | Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. | |||||
Interest rate, description | Loans outstanding under the Financing Agreement bear 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%. | |||||
Loan facility, borrowing capacity, description | On April 29, 2014, the Company entered into an amendment (the Amendment) to the Financing Agreement. The Amendment provides for advances against inventory balances based on prescribed formulas of raw materials and finished goods. | |||||
Credit facility, covenant terms | The Financing Agreement contains other financial and restrictive covenants, including, among others, covenants limiting our ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. | |||||
Weighted average interest rate | 8.50% | 8.50% |
Securities Purchase Agreement (
Securities Purchase Agreement (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2015USD ($)$ / sharesshares | Nov. 30, 2014USD ($)$ / shares$ / unitshares | Jul. 31, 2014USD ($) | Apr. 30, 2016USD ($)$ / sharesshares | Apr. 30, 2015USD ($)$ / shares$ / unitshares | |
Securities Purchase Agreement (Textual) [Abstract] | |||||
Gain on extinguishment of debt | $ 22,000 | ||||
Restricted Stock | Chief Executive Officer | |||||
Securities Purchase Agreement (Textual) [Abstract] | |||||
Net proceeds from sale of stock and warrants | $ 365,000 | ||||
Exercise price of warrants | $ / shares | $ 7.50 | ||||
Risk-free interest rate | 1.19% | ||||
Expected volatility | 90.50% | ||||
Expected dividend rate | 0.00% | ||||
Expected term | 5 years | ||||
Restricted shares, issued and sold | shares | 61,000 | ||||
Price per share | $ / shares | $ 6 | ||||
Warrants issued | shares | 105,333 | ||||
Series B Preferred Shares | |||||
Securities Purchase Agreement (Textual) [Abstract] | |||||
Preferred stock, shares converted | shares | 4,125 | ||||
Common stock issued upon conversion of preferred stock | shares | 27,500 | ||||
Adjustment to additional paid in capital upon redemption of preferred stock | $ 50,325 | ||||
Price per share | $ / shares | $ 12.20 | ||||
Private Placement | Series A Preferred Shares | |||||
Securities Purchase Agreement (Textual) [Abstract] | |||||
Common stock issued | shares | 46,413 | ||||
Risk-free interest rate | 1.19% | ||||
Expected volatility | 90.50% | ||||
Expected dividend rate | 0.00% | ||||
Strike price | $ / unit | 7.50 | ||||
Expected term | 5 years | ||||
Private placement, description | On November 12, 2014, the Company completed a private placement of 600,000 shares of its Series A Preferred Stock (Series A Stock) together with Warrants to purchase shares of its common stock (Preferred Warrant) at a price of $5.00 per share, in accordance with the Series A Preferred Stock Purchase Agreement dated October 20, 2014 (the Purchase Agreement). At any time from November 17, 2014, the date of Closing, and prior to October 20, 2019 (the Put/Call Exercise Period), the investors may exercise a right to purchase and require the Company to sell up to an additional 700,000 shares of Series A Stock. If the investors have not exercised this right during the Put/Call Exercise Period, the Company may exercise a right to cause and require the investors to purchase up to an additional 700,000 shares of Series A Stock, for an aggregate purchase price of $3,500,000. Holders of the Series A Stock shall initially have the right to convert such shares of Series A Stock into the number of authorized but previously unissued shares of the Companys common stock obtained by dividing the stated value of each share of Series A ($5.00) by $6.00. For each share of Series A Stock, the investors will receive 2.5 Preferred Warrants to purchase the Companys common stock at an exercise price of $2.50 per share. The Preferred Warrants are exercisable immediately for a period of five years from the date of closing. The exercise price of the Preferred Warrants is subject to adjustments in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of the Preferred Warrants may be limited if upon exercise, the warrant holder or any of its affiliates would beneficially own more than 4.99% of the Companys Common Stock. | On February 2, 2015, the Company completed a private placement of 26,600 shares of its Series A Stock together with Preferred Warrants to purchase shares of its common stock at a price of $5.00 per share, in accordance with the Purchase Agreement. | |||
Private placement, conversion terms | Holders of the Series A Stock shall initially have the right to convert such shares of Series A Stock into the number of authorized but previously unissued shares of the Company's common stock obtained by dividing the stated value of each share of Series A ($5.00) by $2.00. For each share of Series A Stock, the investors will receive 2.5 Preferred Warrants to purchase the Company's common stock at an exercise price of $2.50 per share. The Preferred Warrants are exercisable immediately for a period of five years from the date of closing. The exercise price of the Preferred Warrants is subject to adjustments in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of the Preferred Warrants may be limited if upon exercise, the warrant holder or any of its affiliates would beneficially own more than 4.99% of the Company's Common Stock. | ||||
Private placement preferred shares issued | shares | 600,000 | 20,000 | 26,600 | ||
Proceeds from issuance of private placement | $ 2,700,000 | $ 100,000 | $ 133,000 | ||
Preferred stock, dividend rate, percentage | 8.00% | 8.00% | |||
Preferred stock, dividend rate, per share dollar amount | $ / shares | $ 0.40 | ||||
Preferred stock, shares converted | shares | 123,300 | ||||
Common stock issued upon conversion of preferred stock | shares | 205,500 | ||||
Reduction of preferred stock upon conversion, value | $ 365,000 | ||||
Adjustment to additional paid in capital upon redemption of preferred stock | 365,000 | ||||
Preferred stock, dividends recorded | 122,000 | $ 111,000 | |||
Accumulated dividends, settled through issuance of stock | 233,000 | ||||
Adjustment to additional paid in capital, settlement of dividends | $ 233,000 | ||||
Price per share | $ / shares | $ 5 | $ 2.96 | $ 5 | ||
Common stock issued for services | shares | 60,833 | ||||
Warrants issued for services | shares | 30,000 | ||||
Securities Purchase Agreement | Accredited Investors | |||||
Securities Purchase Agreement (Textual) [Abstract] | |||||
Shares of stock sold | shares | 166,667 | ||||
Net proceeds from sale of stock and warrants | $ 500,000 | ||||
Price per share | $ / shares | $ 3 | ||||
Securities Purchase Agreement | Bridge Notes and Warrants | |||||
Securities Purchase Agreement (Textual) [Abstract] | |||||
Description of period for exercisability of warrants | The Bridge Warrants are exercisable for five years after the closing date of the Purchase Agreement, or July 15, 2019. For each $1,000 of principal amount of Bridge Notes, the holder received 1,200 Bridge Warrants, each exercisable for the purchase of one share of the Companys common stock. Each holder is entitled to exercise one-third of all Bridge Warrants received at an exercise price of $9.00, one-third of all Bridge Warrants received at an exercise price of $10.50, and one-third of all Bridge Warrants received at an exercise price that is equal to the closing price on the closing date of the Purchase Agreement, $8.82. | ||||
Exercise price of warrants | $ / shares | $ 2 | ||||
Bridge loan | $ 750,000 | ||||
Bridge loan, issuance date | Jul. 15, 2014 | ||||
Bridge loan, description | The Company issued $600,000 aggregate principal amount of the Bridge Notes to certain Institutional investors and $150,000 aggregate principal amount of the Bridge Notes to certain members of Management. | ||||
Bridge loan, maturity date | Jul. 15, 2019 | ||||
Bridge loan, conversion description | The sale of shares of its Series A Stock resulted in the reduction of the conversion price of the Bridge Notes held by the institutional investors to $2.00 from $2.50 to equal the conversion price of the Series A Preferred Stock. | The initial conversion price for Institutional Investors is $7.50 per share (which was subsequently reduced), and the initial conversion price for Management was equal to the closing price of the Companys common stock on the closing date of the Purchase Agreement, $8.82. | |||
Bridge loan, interest rate | 8.00% | ||||
Preferred stock, shares issued | shares | 600,000 | 55,083 | |||
Preferred stock, shares issued, value | $ 649,967 | ||||
Extinguishment of debt | 672,000 | ||||
Gain on extinguishment of debt | $ 22,033 | ||||
Risk-free interest rate | 1.26% | ||||
Expected volatility | 100.00% | ||||
Expected dividend rate | 0.00% | ||||
Expected term | 5 years | ||||
Discount on notes payable, warrants | $ 562,000 | ||||
Beneficial conversion feature | 188,000 | ||||
Non-cash interest charge | $ 750,000 | ||||
Bridge Note Holders of Warrants, number of warrants exchanged for Series B Preferred Stock | shares | 255,000 | ||||
Series B Preferred Stock, issued as a result of exchange of warrants held by Bridge Note holders | shares | 19,125 | ||||
Adjustment in additional paid in capital | $ 233,300 | ||||
Private Placement | Put/Call Option | |||||
Securities Purchase Agreement (Textual) [Abstract] | |||||
Risk-free interest rate | 1.64% | ||||
Expected volatility | 93.00% | ||||
Expected dividend rate | 8.00% | ||||
Expected term | 5 years | ||||
Private Placement | Warrant | |||||
Securities Purchase Agreement (Textual) [Abstract] | |||||
Risk-free interest rate | 1.64% | ||||
Expected volatility | 93.00% | ||||
Expected dividend rate | 0.00% | ||||
Strike price | $ / unit | 7.50 | ||||
Expected term | 5 years |
Equity Exchange Transactions (D
Equity Exchange Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 30, 2016 | Apr. 30, 2015 | ||
Common stock, issued shares | 1,648,287 | 925,337 | |
Common stock, outstanding shares | 1,648,287 | 925,337 | |
Equity Exchange Transactions | Warrant | |||
Adjustment in additional paid in capital | [1] | $ 806,860 | |
Series A Preferred Warrants, number of warrants exchanged for Series B Preferred Stock | 1,616,500 | ||
Bridge Note Holders of Warrants, number of warrants exchanged for Series B Preferred Stock | 255,000 | ||
Investor held Warrants, number of warrants exchanged for Series B Preferred Stock | 87,967 | ||
Equity Exchange Transactions | Series B Preferred Shares | |||
Securities exchanged for newly designated Series B Convertible Preferred Stock | 335,684 | ||
Series B Preferred Stock, issued as a result of exchange of Series A Preferred Stock | 214,465 | ||
Adjustment in additional paid in capital | $ 1,572,000 | ||
Series B Preferred Stock, issued as a result of exchange of Series A Preferred Warrants | 40,413 | ||
Series B Preferred Stock, issued as a result of exchange of warrants held by Bridge Note holders | 19,125 | ||
Series B Preferred Stock, issued as a result of exchange of warrants held by investors | 6,598 | ||
Exchange Agreement, description | As contemplated by the Exchange Agreements and as approved by the Companys Board of Directors on January 21, 2016, the Company filed with the Secretary of State of the State of Nevada, a Certificate of Designation of Preferences, Rights and Limitations of 0% Series B Convertible Preferred Stock (the Series B Certificate of Designations). Pursuant to the Series B Certificate of Designations, the Company designated 400,000 shares of its blank check preferred stock as Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $12.20 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series B Preferred Stock will be entitled to a per share preferential payment equal to the par value. All shares of capital stock of the Company will be junior in rank to Series B Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company. The Holders will be entitled to receive dividends if and when declared by the Companys Board of Directors. In addition, the Series B Preferred Stock shall participate on an as converted basis, with all dividends declared on the common stock. | ||
Preferred stock, outstanding shares | 331,559 | ||
Number of Series B Preferred Stock convertible into an aggregate shares of Common Stock | 2,210,390 | ||
Equity Exchange Transactions | Series A Preferred Shares | |||
Outstanding Series A Preferred Stock, number of shares exchanged for Series B Preferred Stock | 523,300 | ||
[1] | $493,060 for investors who held Preferred Stock and warrants; $233,300 for institutional bridge note holders; $80.50 for investors who held warrants. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Apr. 30, 2016 | Apr. 30, 2015 | Apr. 30, 2013 | |
Related Party Transactions (Textual) [Abstract] | ||||
Sale leaseback, gain on sale of assets | $ 72,000 | $ 71,000 | ||
Sale leaseback, portion of deferred gain in accrued liabilities | 159,000 | 282,000 | ||
Sale leaseback, portion of deferred gain in other long term liabilities | 107,000 | 179,000 | ||
Sheerr Memory | ||||
Related Party Transactions (Textual) [Abstract] | ||||
Purchase of inventories for resale | 381,000 | 1,348,000 | ||
Accounts payable | 11,000 | $ 15,000 | ||
Trade terms with related party | 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. | |||
Sheerr Memory | Subsequent Event | ||||
Related Party Transactions (Textual) [Abstract] | ||||
Purchase of inventories for resale | $ 19,000 | |||
Mr. Sheerr | Note and Security Agreement | ||||
Related Party Transactions (Textual) [Abstract] | ||||
Frequency of periodic payment | Monthly | |||
Date of first required payment, principal amount | Nov. 15, 2013 | |||
Sale leaseback transaction, value | $ 500,000 | |||
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 2 year period. | |||
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 | 107,000 | 179,000 | ||
Keystone Memory Group | ||||
Related Party Transactions (Textual) [Abstract] | ||||
Purchase of inventories for resale | 1,181,000 | 1,150,000 | ||
Accounts payable | $ 190,000 | $ 32,000 | ||
Trade terms with related party | Keystone Memory offers the Company trade terms of immediately due and all invoices are settled in the normal course of business. No interest is paid. | |||
Keystone Memory Group | Subsequent Event | ||||
Related Party Transactions (Textual) [Abstract] | ||||
Purchase of inventories for resale | $ 290,000 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | (187,000) | 3,000 |
Total Current | (187,000) | 3,000 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total Deferred | 0 | 0 |
Total income tax expense | $ (187,000) | $ 3,000 |
Income Taxes - Income tax exp44
Income Taxes - Income tax expense differs from expected tax expense (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rates | $ (479,000) | $ (1,301,000) |
State income taxes (net of federal income tax benefit) | 81,000 | (28,000) |
Impact of change in state rate | (69,000) | 0 |
Other | (46,000) | 257,000 |
Total income tax expense (benefit) before provision for valuation allowance | (513,000) | (1,072,000) |
Changes in valuation allowance | 326,000 | 1,075,000 |
Total income tax expense | $ (187,000) | $ 3,000 |
Income Taxes - The tax effect o
Income Taxes - The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities (Details) - USD ($) | Apr. 30, 2016 | Apr. 30, 2015 |
Deferred tax assets: | ||
Compensated absences and severance, principally due to accruals for financial reporting purposes | $ 3,000 | $ 3,000 |
Stock-based compensation expense | 1,438,000 | 1,151,000 |
Accounts receivable, principally due to allowance for doubtful accounts and sales returns | 36,000 | 49,000 |
Property and equipment, principally due to differences in depreciation | 208,000 | 216,000 |
Intangible assets | 3,000 | 53,000 |
Inventories | 104,000 | 54,000 |
Net operating losses | 10,691,000 | 10,609,000 |
Alternative minimum tax | 438,000 | 438,000 |
Capitalized R & D cost | 116,000 | 128,000 |
Other | 13,000 | 23,000 |
Net deferred tax assets | 13,050,000 | 12,724,000 |
Valuation allowance | (13,050,000) | (12,724,000) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||
State net operating losses | $ (187,000) | $ 3,000 |
Current income tax expense | (187,000) | 3,000 |
Valuation allowance | 326,000 | 1,075,000 |
Net operating loss carry-forwards | $ 30,400,000 | $ 7,900,000 |
Expiration of net operating loss carry-forwards for Federal tax purposes | between 2023 and 2036 | |
Expiration of net operating loss carry-forwards for State tax purposes | between 2016 and 2036 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Apr. 30, 2016 | Apr. 30, 2015 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award Options Outstanding [Roll Forward] | |||
Stock options outstanding, beginning of period | 41,915 | 81,859 | |
Stock options granted | 79,556 | ||
Stock options expired | (12,444) | (39,944) | |
Stock options exchanged/cancelled | (109,027) | ||
Stock options outstanding, end of period | 0 | 41,915 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |||
Weighted average exercise price outstanding, beginning of period | $ 25.44 | $ 36.81 | |
Weighted average exercise price granted | 4.89 | ||
Weighted average exercise priced expired | 38.13 | 48.72 | |
Weighed average exchanged/cancelled | 9.03 | ||
Weighted average exercise price outstanding, end of period | $ 0 | $ 25.44 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | |||
Weighted average remaining contractual life outstanding, end of period | 3 years 7 months | ||
Intrinsic value outstanding, end of period | [1] | $ 6,250 | |
[1] | This amount represents the difference between the exercise price and $1.86, the closing price of Dataram common stock on April 30, 2016 as reported on the NASDAQ Stock Market, for all in-the-money options outstanding and all the in-the-money shares exercisable |
Stock-Based Compensation - Sc48
Stock-Based Compensation - Schedule of Fair Value Assumptions of Stock Options (Details) - Stock Option Plan | 12 Months Ended |
Apr. 30, 2016$ / shares | |
Expected life (years) | 2.5 to 3.0 years |
Expected volatility minimum | 79.00% |
Expected volatility maximum | 80.00% |
Expected dividend yield | 0.00% |
Risk-free interest rate minimum | 9.00% |
Risk-free interest rate maximum | 10.10% |
Minimum | |
Weighted average per share grant date fair value | $ 2.34 |
Maximum | |
Weighted average per share grant date fair value | $ 3.09 |
Stock-Based Compensation - Sc49
Stock-Based Compensation - Schedule of Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Warrants outstanding, beginning of period | 1,102,758 | 161,925 |
Warrants, issued | 16,667 | 940,833 |
Warrants, exchanged | (881,800) | |
Warrants outstanding, end of period | 207,625 | 1,102,758 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | ||
Weighted average exercise price of warrants outstanding, beginning of period | $ 10.56 | $ 24.27 |
Weighted average exercise price, issued | 7.50 | |
Weighted average exercise price, exchanged | 8.10 | 7.88 |
Weighted average exercise price, expired | 7.50 | |
Weighted average exercise price of warrants outstanding, end of period | $ 1.24 | $ 10.56 |
Share-based Compensation Arrangement by Share-based Compensation-based Payment Award, Equity Instruments Other than Options, Weighted Average Remaining Contractual Life | ||
Weighted average remaining contractual life in years | 1 year 3 months | 4 years 1 month |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 79,556 | |
Shares exchanged/cancelled | 109,027 | |
Warrants, exercise price | $ 7.50 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares granted | 79,556 | |
Stock-based compensation expense | $ 746,000 | $ 14,000 |
Forefiture rate | 5.00% | |
Stock Options | Option Exchange Agreement | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 122,000 | |
Shares exchanged/cancelled | 109,027 | |
Restricted shares issued | 87,736 | |
Stock Options | 2001 Incentive and Non-statutory Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares allowed for granting under the plan | 100,000 | |
Incentive plan description | The plan allows granting of up to 100,000 shares of the Companys Common Stock at an option price to be no less than the fair market value of the Companys Common Stock on the date such options are granted. Currently, options granted under the plan vest ratably on the annual anniversary date of the grants. Vesting periods for options currently granted under the plan ranged from one to five years. No further options may be granted under this plan. | |
Stock Options | 2001 Incentive and Non-statutory Stock Option Plan | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting periods for options | 1 year | |
Stock Options | 2001 Incentive and Non-statutory Stock Option Plan | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting periods for options | 5 years | |
Stock Options | 2011 Incentive and Non-statutory Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares allowed for granting under the plan | 11,111 | |
Incentive plan description | The plan allows granting of up to 11,111 shares of the Companys Common Stock at an option price to be no less than the fair market value of the Companys Common Stock on the date such options are granted. Options granted under the plan vest ratably on the annual anniversary date of the grants. All shares have been granted under this plan. | |
Stock Options | 2014 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares allowed for granting under the plan | 83,333 | |
Shares available for future grant | 14,333 | |
Warrant | Equity Exchange Transactions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, outstanding | 207,625 | 1,102,758 |
Warrant | Minimum | Equity Exchange Transactions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, exercise price | $ 7.50 | $ 6 |
Warrant | Maximum | Equity Exchange Transactions | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, exercise price | $ 40.68 | $ 40.68 |
Accrued Liabilities - Accrued l
Accrued Liabilities - Accrued liabilities (Details) - USD ($) | Apr. 30, 2016 | Apr. 30, 2015 |
Payables and Accruals [Abstract] | ||
Payroll, including vacation | $ 17,000 | $ 27,000 |
Commissions | 25,000 | 10,000 |
Deferred gain on equipment sale | 72,000 | 72,000 |
Accounting and audit | 25,000 | 53,000 |
Other | 20,000 | 120,000 |
Total accrued liabilities | $ 159,000 | $ 282,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments (Details) | Apr. 30, 2016USD ($) |
Year ending April 30: | |
2,017 | $ 252,000 |
2,018 | 174,000 |
2,019 | 130,000 |
2,020 | 86,000 |
Thereafter | 0 |
Total | 642,000 |
Commitments | Non-Related Party | |
Year ending April 30: | |
2,017 | 162,000 |
2,018 | 84,000 |
2,019 | 85,000 |
2,020 | 86,000 |
Thereafter | 0 |
Total | 417,000 |
Commitments | Related Party | |
Year ending April 30: | |
2,017 | 90,000 |
2,018 | 90,000 |
2,019 | 45,000 |
2,020 | 0 |
Thereafter | 0 |
Total | $ 225,000 |
Commitments and Contingencies53
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2016 | |
Open purchase orders outstanding | $ 270,000 | |
Legal Proceeding MPP Associates and Marc Palker vs 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 vs 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 vs 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 Alethea Douglas vs Dataram | ||
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 | |
Legal Proceeding Marc Palker vs Dataram | ||
Lawsuit Filing Date | March 9, 2015 | |
Plaintiff | Marc Palker | |
Defendant | Dataram Corporation | |
Domicile | U.S. Department of Labor, Occupational Safety and Health Administration | |
Allegations | Alleging a violation of the Sarbanes-Oxley Act of 2002 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Company contribution to plan | 4.50% | 4.50% |
Company matching contributions | $ 99,000 | $ 151,000 |
Revenue by Geographic Location
Revenue by Geographic Location (Details) - USD ($) | 12 Months Ended | ||
Apr. 30, 2016 | Apr. 30, 2015 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 25,182,000 | $ 28,258,000 | |
Total assets | 5,751,000 | 6,275,000 | |
Long lived assets | 1,498,000 | ||
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 19,713,000 | 23,285,000 | |
Total assets | 5,743,000 | 6,269,000 | |
Long lived assets | 1,490,000 | 1,498,000 | |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 4,405,000 | 3,785,000 | |
Total assets | 8,000 | 6,000 | |
Long lived assets | 0 | 0 | |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | [1] | 1,064,000 | 1,188,000 |
Total assets | [1] | 0 | 0 |
Long lived assets | [1] | $ 0 | $ 0 |
[1] | Principally Asia Pacific Region |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 06, 2016 | Jul. 27, 2016 | Jun. 30, 2016 | Jul. 29, 2016 | Apr. 30, 2016 |
Subsequent Event [Line Items] | |||||
Reverse stock split | 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 Companys 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 Reverse Stock Split). | ||||
Subsequent Event | Reverse Stock Split | |||||
Subsequent Event [Line Items] | |||||
Reverse stock split | 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 Companys issued and outstanding common stock on a 1 for 3 basis, effective with the State of Nevada on July 8, 2016 in order to regain compliance with NASDAQs minimum bid price requirement. The reverse stock split was effective with The NASDAQ Capital Market on July 11, 2016. | ||||
Subsequent Event | Series B Preferred Shares | |||||
Subsequent Event [Line Items] | |||||
Restricted shares issued | 1,550,820 | ||||
Series B Preferred stock converted | 232,623 | ||||
Subsequent Event | Restricted Stock | |||||
Subsequent Event [Line Items] | |||||
Restricted shares issued | 188,280 | ||||
Restricted shares issued, value | $ 429,000 | ||||
Subsequent Event | U. S. Gold Corp. | |||||
Subsequent Event [Line Items] | |||||
Date of acquisition agreement | Jun. 13, 2016 | ||||
Business acquisition, name of acquired entity | U.S. Gold Corp. | ||||
Business acquisition, description | Pursuant to the terms and conditions of the Merger Agreement, at the closing of the Merger, the holders of U.S. Golds common stock, Series A Preferred Stock and Series B Preferred Stock will be converted into the right to receive shares of the Companys Common Stock or, at the election of any U.S. Gold stockholder, shares of the Companys newly designated 0% Series C Convertible Preferred Stock, par value $0.001 per share (the Series C Preferred Stock), which are convertible into shares of Common Stock (collectively, the Merger Consideration). The Merger Consideration shall be allocated as follows and is presented below in terms of Common Stock: Twenty Million (20,000,000) shares of Common Stock shall be issued to the holders of U.S. Golds Series A Preferred Stock; One Million Eight Hundred Sixty Six Thousand Seven Hundred and Seventeen (1,866,717) shares of Common Stock shall be issued to the holders of U.S. Golds Series B Preferred Stock; Up to Fifteen Million One Hundred and Fifty One Thousand Five Hundred and Fifteen (15,151,515) shares of Common Stock shall be issued to holders of U.S. Golds common stock issued in connection with the U.S. Gold Financing; One Million Eight Hundred and Fifty Thousand (1,850,000) shares of Common Stock shall be issued to the holders of U.S. Golds common stock issued in connection with the closing of the acquisition of the Keystone Project; and One Million Six Hundred and Fifty Thousand (1,650,000) shares of Common Stock shall be issued to certain incoming officers and consultants pursuant to a shareholder approved equity incentive plan of the Company. |