Daxor Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 – Entry Into a Definitive Material Agreement
On January 23, 2026, Daxor Corporation (“we” or “us”) entered into a definitive securities purchase agreement with certain investors pursuant to which we issued and sold an aggregate of 765,958 registered shares of our common stock at $11.75 per share, through a registered direct offering, for net proceeds, after placement agent fees and expenses, of approximately $8,142,006. The closing took place on January 26, 2026. The shares of common stock offered by us in this transaction were registered under our shelf registration statement (File No. 333-281622) on Form N-2, which was declared effective by the Securities and Exchange Commission on January 20, 2026.
Lake Street Capital Markets, LLC (“Lake Street”) acted as placement agent for the offering. On January 23, 2026, we executed a placement agency agreement with Lake Street.
A copy of the form of securities purchase agreement and the placement agency agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing description of the offering by us, and the documents related thereto, is a summary and is qualified in its entirety by reference to such Exhibits.
Item 8.01 – Other Events
A copy of the opinion of Foley & Lardner LLP relating to the legality of the common stock is filed as Exhibit 5.1 to this report.
Item 9.01 Exhibits
| (d) | Exhibits. The following exhibit is filed with this Current Report on Form 8-K: |
| No. | Description | |
| 5.1 | Opinion of Foley & Lardner LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Placement Agency Agreement | |
| 23.1 | Consent of Foley & Lardner LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| DAXOR CORPORATION | ||
| (Registrant) | ||
| Date: January 26, 2026 | By: | /s/ Robert J. Michel |
| Name: | Robert J. Michel | |
| Title: | Chief Financial Officer | |