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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2011
DATARAM CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 1-8266 22-18314-09
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Route 571, P. O. Box 7258, Princeton, NJ 08543-7528
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 799-0071
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
The Company amends its report on Form 8-K, filed May 12, 2011, to
report that the sale of common stock and warrants described therein closed
on May 17, 2011, resulting in net proceeds of approximately $3,000,000 to
the Company.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
5.1 Opinion of Dillon, Bitar & Luther, L.L.C. with respect to Common
Stock and Warrants
23(b) Consent of Dillon, Bitar & Luther, L.L.C. (contained in Exhibit
5.1)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DATARAM CORPORATION
By: MARK MADDOCKS
Date: May 19, 2011 /s/ Mark Maddocks
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Mark Maddocks, Vice President-Finance
and Chief Financial Officer