Daxor (DXR) plans June 23, 2026 vote on directors and auditor
Rhea-AI Filing Summary
Daxor Corporation is calling an annual stockholder meeting on June 23, 2026 at Nasdaq’s New York offices to elect six directors and ratify Bush & Associates, CPA as independent auditor for 2026. Stockholders of record on May 20, 2026, with 5,838,224 common shares outstanding, are entitled to one vote per share.
The board currently has six members, four of whom are independent, and operates an audit committee that met four times in 2025. All directors and officers as a group, including the Estate of Joseph Feldschuh, beneficially own 3,006,141 shares, or 51.5% of the common stock. The proxy also details executive pay, director fees, and audit and tax fees paid to outside accounting firms.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
plurality financial
audit committee financial expert financial
Investment Company Act of 1940 regulatory
PCAOB Rule 3526 regulatory
householding regulatory
Rule 14a-8 regulatory
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Michael Feldschuh | ||
| Jonathan Feldschuh | ||
| Robert J. Michel | ||
| John Jefferies, M.D. |
- Election of six directors for one-year terms
- Ratification of Bush & Associates, CPA as independent registered public accounting firm for 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
DAXOR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
DAXOR CORPORATION
109 MECO LANE
OAK RIDGE, TN 37830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 23, 2026
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DAXOR CORPORATION (the “Company”) will be held at the offices of the Nasdaq Stock Exchange located at 4 Times Square, New York, New York 10036, on Tuesday, June 23, 2026 at 10:30 AM, Eastern Daylight Time. The Annual Meeting is being held for the following purposes, all of which are more particularly described in the accompanying Proxy Statement dated May 29, 2026:
| 1. | To elect a board of six directors, each to serve for a term of one year or until their successor shall have been duly elected and qualified. | |
| 2. | To ratify the appointment of Bush & Associates, CPA as the independent registered public accounting firm for the Company for the year ending December 31, 2026. | |
| 3. | To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
Our Board of Directors recommends a vote “FOR ALL NOMINEES” in Proposal 1, and “FOR” ratification of the appointment of Bush & Associates CPA, as the independent registered public accounting firm in Proposal 2.
Holders of record of our common stock at the close of business on May 20, 2026 are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. Shareholders are entitled to one vote per share.
| By | Order of the Board of Directors, | |
| /s/ Robert J. Michel | ||
| Robert J. Michel | ||
| Corporate Secretary |
May 29, 2026
Whether or not you plan to attend the Annual Meeting in person, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be held on Tuesday, June 23, 2026.
This Proxy Statement and copies of the Company’s most recent Annual Report on Form N-CSR are available, without charge, to a stockholder upon request by calling (888) 774-3268 or writing Robert J. Michel at 109 Meco Lane, Oak Ridge, TN 37830, or at www.Daxor.com.
TABLE OF CONTENTS
| PAGE | ||
| ABOUT THE MEETING | 1 | |
| What is the purpose of the Annual Meeting? | 1 | |
| Who is entitled to vote? | 1 | |
| What constitutes a quorum? | 1 | |
| How do I vote? | 1 | |
| Can I change my vote after I submit my proxy card? | 1 | |
| What are the Board’s recommendations? | 2 | |
| What is our policy with respect to Board member attendance at the Annual Meeting? | 2 | |
| COMMON STOCK AND EQUITY OWNERSHIP OF DIRECTORS | 2 | |
| PROPOSAL 1- ELECTION OF THE BOARD OF DIRECTORS | 2 | |
| Directors and Officers | 2 | |
| Board Leadership Structure | 4 | |
| Audit Committee | 5 | |
| Board’s Risk Oversight Role | 5 | |
| Qualifications of the Directors | 5 | |
| Board Compensation | 6 | |
| Required Vote | 6 | |
| Recommendation | 6 | |
| PROPOSAL 2- RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 7 | |
| Report of Audit Committee | 7 | |
| Fees paid to Independent Auditor | 8 | |
| Required Vote | 8 | |
| Recommendation | 8 | |
| OTHER BUSINESS TO COME BEFORE THE MEETING | 9 | |
| CONTROL PERSONS | 9 | |
| ADDITIONAL INFORMATION | 10 | |
| Stockholder Proposals for the 2027 Annual Meeting | 10 | |
| Administrator and Principal Underwriters | 10 | |
| Cost and Methods of Solicitation of Proxies | 11 | |
| Householding | 11 | |
| Submission of Other Communications to the Board | 11 | |
PROXY STATEMENT
DAXOR CORPORATION
109 Meco Lane
Oak Ridge, TN 37830
The accompanying proxy is solicited by and on behalf of Daxor Corporation’s (“Daxor” or the “Company”) Board of Directors (the “Board”) for use at our Annual Meeting of Stockholders to be held at the offices of the Nasdaq Stock Exchange, located at 4 Times Square, New York, New York 10036, on Tuesday, June 23, 2026 at 10:30 AM EDT, or any adjournment or postponement thereof (“Annual Meeting”). Stockholders of record at the close of business on May 20, 2026 will be entitled to vote at the meeting. The mailing of the Notice of Annual Meeting of Stockholders, this Proxy Statement and the accompanying proxy card will take place on or about May 29, 2026.
ABOUT THE MEETING
What is the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the matters outlined in the accompanying notice of meeting, including the election of directors. In addition, our management will report on our performance during 2025 and respond to questions from the stockholders.
Who is entitled to vote?
Only stockholders of record at the close of business on the record date, May 20, 2026, are entitled to receive notice of the Annual Meeting and to vote the shares of common stock that they held on that date at the Annual Meeting, or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Each outstanding share entitles its holder to cast one vote on each matter to be voted upon.
What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. As of the record date, May 20, 2026, 5,838,224 shares of our common stock were outstanding. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Annual Meeting.
How do I vote?
We will solicit proxies by mail. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward solicitation material to the beneficial owners of the shares held of record by such persons, and we will reimburse them for the reasonable out-of-pocket expenses incurred by them in doing so.
Shareholders that wish to cast their votes should do so in advance of the meeting via the proxy instruction provided in their mailing. Alternatively, proxy cards with valid control numbers may be hand-delivered in person at the meeting or scanned and e-mailed prior to vote closing at the start of the meeting to Robert J. Michel at rmichel@daxor.com.
Can I change my vote after I submit my proxy card?
The shares represented by the accompanying proxy will be voted as directed with respect to the election of directors, or, if no direction is indicated, will be voted in favor of election as directors of all of the nominees listed below. The shares will be voted as directed with respect to the ratification of the independent registered public accounting firm, or, if no direction is indicated, will be voted in favor of ratification. Each proxy executed and returned by a stockholder may be revoked at any time hereafter by giving written notice of such revocation to our Corporate Secretary, except as to any matter or matters upon which, prior to such revocation, a vote shall have been cast pursuant to the authority conferred by such proxy.
| 1 |
What are the Board’s recommendations?
Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card, Michael Feldschuh and Robert J. Michel will vote in accordance with the recommendation of the Board. The Board’s recommendation is set forth together with the description of each item in this proxy statement. In summary, our Board of Directors recommends a vote “FOR ALL NOMINEES” in Proposal 1, and “FOR” ratification of the appointment of Bush & Associates, CPA as the independent registered public accounting firm in Proposal 2.
What is our policy with respect to Board member attendance at the Annual Meeting?
Board members are encouraged to attend the Annual Meeting. However, Board members may attend this Annual Meeting via teleconference.
COMMON STOCK AND EQUITY OWNERSHIP OF DIRECTORS
On May 20, 2026, we had issued and outstanding 5,838,224 shares of common stock, par value $0.01 per share, each of which entitled the holder to one vote. Voting is not cumulative.
As of the record date, the dollar range of shares of the Company beneficially owned by the Estate of Joseph Feldschuh is over $100,000. As of the record date, the dollar range of shares of the Company beneficially owned by Joy Goudie is $0-$10,000. As of the record date, the dollar range of shares of the Company beneficially owned by Edward Feuer is $10,001-$50,000. As of the record date, the dollar range of shares of the Company beneficially owned by Michael Feldschuh is over $100,000. As of the record date, the dollar range of shares of the Company beneficially owned by Jonathan Feldschuh is over $100,000. As of the record date, the dollar range of shares of the Company beneficially owned by Henry D. Cremisi is over $100,000. As of the record date, the dollar range of shares of the Company beneficially owned by Caleb DesRosiers is $10,001 - $50,000.
PROPOSAL 1. ELECTION OF THE BOARD OF DIRECTORS
Stockholders are being asked to elect six directors to serve on our Board, to hold office until the next annual meeting or until their successors shall have been duly elected and shall have qualified. The proxies will vote all proxies received “FOR” the election as directors of the nominees listed below if no direction to the contrary is given. In the event that any nominee is unable to serve, the proxy solicited herewith may be voted, at the discretion of the management, for the election of another person in his stead. The Board knows of no reason to anticipate that this will occur.
Directors and Officers
The management of the Company is the responsibility of the Board. None of the directors who are not “interested persons” of the Company (as defined in the Investment Company Act of 1940) has ever been an employee of, or consultant to, the Company or its affiliates. Our officers serve annual terms and are elected on an annual basis.
The Board has an audit committee. The Board does not currently have a standing compensation committee or a nominating committee or a charter with respect to the process for nominating directors for election to our Board, but is in the process of implementing such committees. At this time, the full Board is directly responsible for nominating members of our Board, and the full Board participates directly in consideration of compensation. Should the interests of the Feldschuh Estate, our largest shareholder, differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are currently subject to all of the Nasdaq corporate governance rules.
| 2 |
The Company will consider nominees recommended in writing by a stockholder (other than stockholder recommendations of himself or herself) to serve as Directors. The recommendation must contain: (i) the name, address and telephone number of, and number of shares owned by, the stockholder (or group of stockholders), and the related account name, number and broker or account provider name; and (ii) if any such stockholder was not a record owner of the shares at the time the recommendation was submitted, verification acceptable in form and substance to the Company of the stockholder’s ownership of shares at the time the recommendation was made. Stockholders and members of our Board can submit nominees for election to our Board by February 6, 2027 at 109 Meco Lane, Oak Ridge, TN 37830.
The names and business addresses of our nominees, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold, or have held during the past five years, are set forth below. Michael Feldschuh and Jonathan Feldschuh are brothers, and are classified as “interested persons” due to their employment with the Company. There is no “Fund Complex” as defined in the Investment Company Act of 1940.
There are no contracts, arrangements or understandings between any director and any other person (other than the directors acting solely in such capacity) pursuant to which the director has been or is to be selected as a director.
| Name,
Address and Age | Position(s)
Held with Company | Term
of Office and Length of Time Served | Principal
Occupation(s) During Past Five Years | Number of Portfolios Overseen by Director | Other
Directorships Held (during past five years) by Director | |||||
| “Noninterested Persons” | ||||||||||
| Henry D. Cremisi, MD FACP | Director | One year term, Director | Medical Director, | None | None | |||||
| 109 Meco Lane | since 2020 | AstraZeneca, a | ||||||||
| Oak Ridge, TN 37830 | Pharmaceutical company | |||||||||
| Age: 68 | ||||||||||
| Edward Feuer | Director | One year term, Director | Managing Partner, Feuer | None | None | |||||
| 109 Meco Lane | since 2016 | & Orlando, LLP, an | ||||||||
| Oak Ridge, TN 37830 | accounting firm | |||||||||
| Age: 70 | ||||||||||
| 3 |
| Name,
Address and Age | Position(s)
Held with Company | Term
of Office and Length of Time Served | Principal
Occupation(s) During Past Five Years | Number
of Portfolios Overseen by Director | Other
Directorships Held (during past five years) by Director | |||||
| “Noninterested Persons” | ||||||||||
| Joy Goudie, Esq. | Director | One year term, Director | Registered Patent | None | None | |||||
| 109 Meco Lane | since 2020 | Attorney | ||||||||
| Oak Ridge, TN 37830 | ||||||||||
| Age: 69 | ||||||||||
| Caleb DesRosiers | Director | One year term, Director | Attorney | None | None | |||||
| 109 Meco Lane | since 2020 | |||||||||
| Oak Ridge, TN 37830 | ||||||||||
| Age: 53 | ||||||||||
| “Interested Persons” | ||||||||||
| Michael Feldschuh | Director | One year term, Director | Executive Vice President | One | None | |||||
| 109 Meco Lane | since 2013 | Chairman, President, CEO | ||||||||
| Oak Ridge, TN 37830 | ||||||||||
| Age: 56 | ||||||||||
| Jonathan Feldschuh | Director | One year term, Director | Chief Scientific Officer | None | None | |||||
| 109 Meco Lane | since 2017 | |||||||||
| Oak Ridge, TN 37830 | ||||||||||
| Age: 61 | ||||||||||
Board Leadership Structure
The Board of Directors is currently comprised of six members, four of whom are independent or disinterested persons, which means that they are not “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940. If the nominees are elected, the Board will be comprised of six members, four of whom will be independent directors. The Board has general oversight responsibility with respect to the operation of the Company, and has established an audit committee to assist the Board in performing its oversight responsibilities.
As Chairman of the Board, Michael Feldschuh is the presiding officer at all meetings of the Board of Directors. We do not have a lead independent director. We have determined that our leadership structure is appropriate given the size and structure of the Company.
| 4 |
Audit Committee
The audit committee operates pursuant to a Charter approved by the Board of Directors, a copy of which is available on our website. The Charter sets forth the responsibilities of the audit committee. The functions of the audit committee include, among others, to meet with the independent registered public accounting firm of the Company to review the scope of the Company’s audit, the Company’s financial statements and internal accounting controls, and to meet with management concerning these matters, internal audit activities and other matters. The audit committee currently consists of Edward Feuer, Joy Goudie, and Caleb DesRosiers all of whom are considered independent under the rules promulgated by The Nasdaq Stock Exchange and, in addition, are not “interested persons” of the Company as defined in Section 2(a)(19) of the Investment Company Act of 1940. Edward Feuer serves as Chairperson of the audit committee and has been designated as the audit committee Chairperson of the audit committee and has been designated as the audit committee financial expert under the Sarbanes-Oxley Act. The audit committee met 4 times in 2025. Please see “Proposal 2: Ratification of Independent Registered Public Accounting Firm” for a discussion regarding the audit committee’s report.
Board’s Risk Oversight Role
The day-to-day management of various risks relating to our administration and operation is the responsibility of management and other service providers retained by the Board or by management, most of whom employ professional personnel who have risk management responsibilities. The Board oversees this risk management function consistent with and as part of its oversight duties. The Board performs this risk management oversight function directly and, with respect to various matters, through its committees. The Board notes that it is not practicable or possible to identify all of the risks that may impact the Company or to develop procedures or controls that are designed to eliminate all such risk exposures, and that applicable securities law regulations do not contemplate that all such risks be identified and addressed, but that the Board carefully evaluate and address all material risks.
The Board has overseen our development and administration of a compliance program that meets the requirements of Rule 38a-1 promulgated under the Investment Company Act of 1940, and the development and administration of a code of ethics program that meets the requirements of Rule 17j-1 promulgated under the Investment Company Act of 1940. The Board meets regularly with our Chief Compliance Officer on all aspects of our compliance requirements.
Qualifications of the Directors
Michael Feldschuh, Jonathan Feldschuh, Edward Feuer, Henry D. Cremisi, Joy Goudie and Caleb DesRosiers each take a conservative and thoughtful approach to addressing issues facing the Company. Information indicating certain of the specific experience and qualifications of each of these directors relevant to the Board’s belief that they should serve in this capacity is provided in the table above. This combination of skills and attributes led to the conclusion that Michael Feldschuh, Jonathan Feldschuh, Edward Feuer, Joy Goudie, Esq., Henry D. Cremisi, and Caleb DesRosiers should each serve as a director.
In making independent determinations, the Board observes all criteria for independence established by the SEC, The Nasdaq and other governing laws and regulations. The Board has determined that each of the directors (other than Michael Feldschuh and Jonathan Feldschuh) (i) is “independent” within the definitions contained in the current The Nasdaq listing standards and our Corporate Governance Guidelines; and has no other “material relationship” with the Company that could interfere with his ability to exercise independent judgment. The Board has determined that Edward Feuer qualifies as an “audit committee financial expert” as defined by the SEC. In addition, the Board has determined that each member of the audit committee meets the additional independence standards for audit committee members.
| 5 |
Board Compensation
In June 2025 the outside directors who attended the annual meeting were paid $1,000 each for attendance at the annual meeting and a Board meeting which took place on the same day. The number of directors who attended the annual meeting was five (5). In addition, every director who attended a dial-in Board meeting was paid $375 for each meeting which took place respectively in April, September and December 2025. Each incumbent director attended at least 75% of the aggregate number of meetings of the Board during 2025, with a total number of four Board meetings being held. The officers of the Company who received aggregate compensation in excess of $120,000 during the most recently completed fiscal year are Michael Feldschuh (also serves as a director), Jonathan Feldschuh (also serves as a director), Robert J. Michel and John Jefferies, M.D. Their compensation is set forth in the table below.
| Aggregate | Pension or Retirement Benefits Accrued As Part of | Estimated Annual | Total Compensation | |||||||||
| Compensation | Company | Benefits | Paid From | |||||||||
| Name of Person, Position | From Company | Expenses | Upon Retirement | Company | ||||||||
| Interested Persons: | ||||||||||||
| Michael Feldschuh, | ||||||||||||
| Director | $ | 100,000 | 925 | None | $ | 100,925 | ||||||
| Jonathan Feldschuh, | ||||||||||||
| Director | $ | 150,000 | 1,388 | None | $ | 151,388 | ||||||
| Robert J. Michel, | ||||||||||||
| Chief Financial Officer and Corporate Secretary | $ | 150,000 | 1,392 | None | $ | 151,392 | ||||||
| John Jefferies, MD | ||||||||||||
| Chief Medical Officer | $ | 296,630 | 2,846 | None | $ | 299,476 | ||||||
| Noninterested Persons: | ||||||||||||
| Henry D. Cremisi,MD | ||||||||||||
| Director | $ | 1,500 | None | None | $ | 1,500 | ||||||
| Edward Feuer, | ||||||||||||
| Director | $ | 2,500 | None | None | $ | 2,500 | ||||||
| Joy Goudie, Esq., | ||||||||||||
| Director | $ | 2,500 | None | None | $ | 2,500 | ||||||
| Caleb DesRosiers | ||||||||||||
| Director | $ | 2,500 | None | None | $ | 2,500 | ||||||
Required Vote
Stockholders elect directors by a plurality of the votes cast by shares which are entitled to vote in the election, assuming a quorum is present. For this purpose, “plurality” means that the nominees receiving the largest number of votes from the stockholders will be elected as directors. Abstentions and broker non-votes (if any) will be counted as votes present for purposes of determining whether a quorum is present. Assuming a quorum is present, any shares that do not vote, whether by abstention, broker non-vote or otherwise, will not affect the election of directors.
Recommendation
The Board of Directors recommends that the stockholders vote FOR the election of the nominees to serve as directors. Shares represented by executed but unmarked proxies will be voted FOR the election of all of the nominees.
| 6 |
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee selected Bush & Associates, CPA as the independent registered public accounting firm, to audit our consolidated financial statements for the year ending December 31, 2026, and requests that the stockholders ratify such selection. If stockholders do not ratify the selection of Bush & Associates, CPA, the audit committee will reconsider the selection.
Bush & Associates, CPA previously served as the independent registered public accounting firm, and audited the financial statements since the fiscal year ended December 31, 2024.
If you submit a proxy to us, it will be voted as you direct. If, however, you submit a proxy without specifying voting directions, it will be voted in favor of ratifying Bush & Associates, CPA as our independent registered public accounting firm. If your shares are held in “street name” by your broker, nominee, fiduciary or other custodian, your broker, nominee, fiduciary or other custodian may choose to vote for you on the ratification of the appointment of Bush & Associates, CPA as independent registered public accountants for the Company, even if you do not provide voting instructions to such nominee.
Representatives of Bush & Associates, CPA are not expected to be present at the Annual Meeting.
Report of Audit Committee
The committee submits the following report pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules:
| ● | The committee has reviewed and discussed with management and with Bush & Associates, CPA the Company’s independent registered accounting firm, the audited financial statements of the Company for the year ended December 31, 2025 (the “Financial Statements”). | |
| ● | Has advised the management of the Company and the committee that it has discussed with them all the matters required to be discussed by Statement of Auditing Standards No. 114, which include among other items, matters related to the conduct of the audit of the Financial Statements. | |
| ● | The committee has received the written disclosures and the letter required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence” (which relates to the auditor’s independence from the Company and its related entities) from Bush & Associates CPA,. It has discussed Bush & Associates, CPA independence with them. | |
| ● | Based upon the aforementioned review, discussions and representations of Bush & Associates, CPA and the unqualified audit opinion presented by Bush & Associates, CPA on the Financial Statements, the committee recommended to the Board of Directors that the Financial Statements be included in the Company’s Annual Report on Form N-CSR. |
| Members of the audit committee: | |
| Edward Feuer, CPA, Chair | |
| Joy Goudie, Esq. | |
| Caleb DesRosiers, Esq. |
| 7 |
Fees Paid to Independent Auditor
We engaged principal accountants to perform audit services, audit-related services, and tax services during the past two fiscal years (no principal accountants were engaged to perform other services). “Audit services” refer to performing an audit of our annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to assurance services and related services by the principal accountant that are reasonably related to the performance of the audit, and audit-related services in connection with our offering of shares. “Tax services” refer to professional services rendered for tax compliance, tax advice, and tax planning. The following tables detail the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by principal accountants.
The aggregate fees billed by Bush & Associates CPA for each of the last two fiscal years for audit services and audit-related services are provided below (no principal accountants were engaged to perform other services).
| FYE
12/31/2025 Bush & Associates CPA | FYE
12/31/2024 Bush & Associates CPA | |||||||
| Audit Fees | $ | 75,000 | $ | 85,100 | ||||
| Audit-Related Fees | $ | 50,000 | $ | 0 | ||||
| All Other Fees | N/A | N/A | ||||||
The aggregate fees billed by Zelin & Associates CPA LLC for each of the last two fiscal years for tax services are provided below.
| FYE 12/31/2025 | FYE 12/31/2024 | |||||||
| Tax Fees | $ | 19,000 | $ | 18,675 | ||||
Our audit committee has adopted written policies relating to the pre-approval of audit and permitted non-audit services to be performed by our independent registered public accounting firm. Under the policies, on an annual basis, our audit committee reviews and pre-approves proposed audit and permitted non-audit services to be performed by the independent registered public accounting firm on our behalf.
Zero percent of the fees billed by the principal accountants applicable to non-audit service were pursuant to waiver of the pre-approval requirements. All of the principal accountants’ hours spent on auditing our financial statements were attributed to work performed by full-time permanent employees of the principal accountants. The principal accountants did not bill any non-audit fees to us, and we do not have an investment adviser.
We have not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction. We are not a foreign issuer.
Required Vote
Assuming a quorum is present at our Annual Meeting, ratification of Bush & Associates, CPA will be determined by majority vote. A majority vote will occur if the number of votes cast in favor of ratification exceeds the number of votes cast in opposition to ratification. Assuming a quorum is present; shares not voted at the Annual Meeting will not affect the outcome of the ratification of Bush & Associates, CPA.
Recommendation
The Board recommends that the stockholders vote FOR the ratification of the appointment of Bush & Associates, CPA as the independent registered public accounting firm for the Company for the year ending December 31, 2026. Shares represented by executed but unmarked proxies will be voted FOR ratification of Bush & Associates CPA.
| 8 |
OTHER BUSINESS TO COME BEFORE THE MEETING
As of the date of this proxy statement, we know of no business that will be presented for consideration at the Annual Meeting other than the items referred to above. If any other matter is properly brought before the meeting for action by the stockholders, proxies in the enclosed form returned to the Company or other custodians will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.
CONTROL PERSONS
The following table sets forth certain information as of the record date, concerning the ownership of the common stock by (a) each person who, to the Company’s knowledge, beneficially owned on that date more than 5% of the outstanding common stock, (b) each of our current directors and executive officers and (c) all of our directors and executive officers as a group.
| Number of Shares | Percent of | |||||||
| Beneficially | Common | |||||||
| Name of Beneficial Owner (a) (b) | Owned(b) | Stock(b) | ||||||
| Estate of Joseph Feldschuh (c) | 2,553,230 | 43.7 | % | |||||
| Michael Feldschuh, President and Director (d) | 243,694 | 4.2 | % | |||||
| Jonathan Feldschuh, Director (e) | 78,908 | 1.4 | % | |||||
| Robert J. Michel, Chief Financial Officer, Chief Compliance Officer (f) | 40,050 | * | ||||||
| John Jefferies, M.D. Chief Medical Officer (g) | 32,272 | * | ||||||
| Henry D. Cremisi. MD, Director (h) | 10,666 | * | ||||||
| Joy Goudie, Esq., Director (i) | 11,066 | * | ||||||
| Edward Feuer, Director (j) | 11,766 | * | ||||||
| Caleb DesRosiers (k) | 24,489 | * | ||||||
| All directors and officers as a Group (Estate + 8 persons) (l) | 3,006,141 | 51.5 | % | |||||
| * | Indicates less than 1%. |
| (a) | Unless otherwise indicated, the address of each person listed is c/o Daxor Corporation, 109 Meco Lane, Oak Ridge, TN 37830. |
| (b) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following May 20, 2026 are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to the knowledge of the Company, each person listed is believed to have sole voting and investment power with respect to all shares of common stock beneficially owned by such person. |
| (c) | Includes 2,553,230 shares of common stock. |
| (d) | Includes 213,694 shares of common stock and 30,000 shares of common stock issuable upon the exercise of options issued under the Company’s 2020 Incentive Compensation Plan (the “2020 Plan”). |
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| (e) | Includes 53,908 shares of common stock and 25,000 shares of common stock issuable upon the exercise of options issued under the 2020 Plan. |
| (f) | Includes 21,050 of common stock and 19,000 shares of common stock issuable upon the exercise of option issued under the 2020 Plan. |
| (g) | Includes 10,931 of common and 21,341 shares of common stock issuable upon the exercise of options issued under the 2020 plan. |
| (h) | Includes 10,666 shares of common stock issuable upon the exercise of options issued under the 2020 Plan. |
| (i) | Includes 300 shares of common stock and 10,766 shares of common stock issuable upon the exercise of options issued under the 2020 Plan. |
| (j) | Includes 1,000 shares of common stock and 10,766 shares of common stock issuable upon exercise of options issued under the 2020 Plan.
|
| (k) | Includes 3,157 shares of common stock and 21,332 shares of common stock issuable upon exercise of options issued under the 2020 Plan. |
| (l) | See footnotes ( c ) through (k) |
Directors currently serving have options totaling 108,530 shares of common stock exercisable at prices ranging from $7.63 to $13.09 per share.
| Number of Options | ||||
| Name | Granted | |||
| Michael Feldschuh | 30,000 | |||
| Jonathan Feldschuh | 25,000 | |||
| Henry D. Cremisi MD | 10,666 | |||
| Joy Goudie Esq | 10,766 | |||
| Edward Feuer | 10,766 | |||
| Caleb DesRosiers | 21,332 | |||
| 108,530 | ||||
ADDITIONAL INFORMATION
Stockholder Proposals for the 2027 Annual Meeting
Stockholders interested in presenting a proposal for consideration at the Company’s annual meeting of stockholders in 2027 may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934 and the Company’s by-laws. To be eligible for inclusion in the proxy statement, the stockholder proposals must be received by the Company’s President no later than February 6, 2027.
Stockholders interested in presenting a proposal at the Company’s annual meeting of stockholders in 2027 outside the procedures prescribed in Rule 14a-8 (namely, a proposal to be presented at the annual meeting of stockholders in 2027 but not included in the Company’s proxy statement) must be received by the Company no later than February 6, 2027 to be considered timely. Under the SEC’s proxy voting rules, the Company may exercise discretionary voting authority on stockholder proposals received after such date.
Administrator and Principal Underwriters
The responsibility of the Board of Directors is to exercise corporate powers and to oversee management of the business of the Company. The officers of the Company are principally responsible for its operations. The Company is not primarily engaged in the business of investing, reinvesting, owning, holding or trading in securities. As such, the Company has no investment advisor, administrator, principal underwriters, affiliated brokerage, dividend paying agent, non-resident managers, or active portfolio manager. The nature of the instruments in which funds in excess of immediate capital needs are placed are consistent with capital preservation and liquidity. The Company’s Chief Executive Officer, Michael Feldschuh, is primarily responsible for the day-to-day management of any such investments.
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Cost and Methods of Solicitation of Proxies
Proxy solicitation will be principally by mail but may also be by telephone or personal interview conducted by our officers and regular employees. The cost of solicitation of proxies will be borne by us, including reimbursement of banks, brokerage firms, nominees, fiduciaries and other custodians for reasonable expenses incurred by them in sending the proxy materials to our stockholders.
Householding
We are required to provide an annual report and proxy statement or notice of availability of these materials to all stockholders of record. To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding but share the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same mailing address and last name, and do not participate in electronic delivery of proxy materials, will receive only one copy of the annual report and proxy statement or notice of availability of these materials.
If you are a registered stockholder and would like to have separate copies of the annual report and proxy statement distributed to you in the future, you must submit a request to opt out of householding in writing to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717, or call Broadridge at (866) 540-7095, and we will cease householding all such documents within 30 days. If you are a beneficial stockholder and would like to have separate copies of the annual report and proxy statement, contact your broker. In addition, stockholders sharing an address receiving multiple copies may also request delivery in the future of a single copy of such documents. Stockholders may notify us of their requests by writing to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.
Submission of Other Communications to the Board
Stockholders and other interested parties may communicate with the Board (or individual directors serving on the board) by sending written communications, addressed to any director or to the Board as a group, to our Chief Financial Officer, Robert J. Michel, at 109 Meco Lane, Oak Ridge, TN 37830 who will ensure that the communication (assuming it is properly marked care of the Board or care of a specific director) is delivered to the Board or the specified director, as the case may be. Commercial advertisements or other forms of solicitation will not be forwarded.
| By | Order of the Board of Directors, | |
| /s/ Robert J. Michel | ||
| Robert J. Michel | ||
| Chief Financial Officer, Chief Compliance Officer and Corporate Secretary | ||
| May 29, 2026 | ||
| Oak Ridge, TN |
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