Daxor (NASDAQ: DXR) sells 765,958 shares, nets about $8.14M in cash

Rhea-AI Filing Summary

Daxor Corporation entered into a definitive securities purchase agreement on January 23, 2026, to raise capital through a registered direct offering. The company issued and sold an aggregate of 765,958 registered shares of common stock at $11.75 per share, resulting in approximately $8,142,006 in net proceeds after placement agent fees and expenses. The closing occurred on January 26, 2026.

The common shares were issued under Daxor’s shelf registration statement on Form N-2 (File No. 333-281622), which was declared effective by the SEC on January 20, 2026. Lake Street Capital Markets, LLC acted as placement agent under a placement agency agreement executed the same day as the securities purchase agreement. The company also filed a legal opinion from Foley & Lardner LLP regarding the validity of the common stock.

Insights

Capital markets analyst

Daxor raises about $8.14M via a registered direct stock sale.

Daxor Corporation completed a registered direct offering of 765,958 shares of common stock at $11.75 per share, generating approximately $8,142,006 in net proceeds after fees. The shares were issued under an effective shelf registration statement on Form N-2, which allows the company to access capital markets more efficiently when opportunities arise.

Lake Street Capital Markets, LLC served as placement agent under a dedicated placement agency agreement, indicating the shares were placed with specific investors rather than sold broadly in the open market. The filing also includes a legal opinion from Foley & Lardner LLP confirming the legality of the issued common stock, which is standard for registered offerings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 23, 2026

Daxor Corporation

(Exact name of registrant as specified in its charter)

New York		811-22684		13-2682108
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

107 Meco Lane, Oak Ridge, TN		37830
(Address of principal executive offices)		(Zip Code)

212-330-8500

Registrant’s telephone number, including area code

(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 ( see General Instruction A.2. below):

☐	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)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock $0.01 par value		DXR		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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

FAQ

What capital raise did Daxor Corporation (DXR) announce in this 8-K?

Daxor Corporation entered into a definitive securities purchase agreement and completed a registered direct offering of 765,958 shares of its common stock at $11.75 per share, for net proceeds of approximately $8,142,006 after fees and expenses.

What was the offering price and share count in Daxor’s latest stock sale?

Daxor sold an aggregate of 765,958 registered shares of common stock at an offering price of $11.75 per share in a registered direct offering.

How much net cash did Daxor (DXR) receive from the registered direct offering?

After placement agent fees and expenses, Daxor received approximately $8,142,006 in net proceeds from the registered direct offering of its common stock.

Under which registration statement were Daxor’s new shares issued?

The common stock issued in the transaction was registered under Daxor’s shelf registration statement on Form N-2 (File No. 333-281622), which was declared effective by the SEC on January 20, 2026.

Who acted as placement agent for Daxor’s registered direct offering?

Lake Street Capital Markets, LLC acted as placement agent for the offering under a placement agency agreement executed on January 23, 2026.

What legal opinion was filed in connection with Daxor’s stock issuance?

Daxor filed an opinion from Foley & Lardner LLP as Exhibit 5.1, addressing the legality of the common stock issued in the offering.