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) July 20, 2020
| Daxor Corporation |
| (Exact name of registrant as specified in its charter) |
| New York | 811-22684 | 13-2682108 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 350 5th Avenue, New York New York | 10118 | |
| (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 | NYSE AMERICAN |
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 8.01 – Other Events
On July 20, 2020, Daxor Corporation issued a press release announcing the pricing of a $7.0 million registered direct offering. The press release issued is attached to this filing as Exhibit 99.1.
Item 9.01 Exhibits
| (d) | Exhibits. The following exhibit is filed with this Current Report on Form 8-K: |
No. Description
| 99.1 | Press release dated July 20, 2020 - Daxor Corporation Announces $7.0 Million Registered Direct Offering. |
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: July 21, 2020 | By: | /s/ Robert J. Michel |
| Name: | Robert J. Michel | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Daxor Corporation Announces Pricing of $7.0 Million Registered Direct Offering
NEW YORK, July 20, 2020 (GLOBE NEWSWIRE) — Daxor Corporation (NYSE American: DXR) (“Daxor” or the “Company”), an investment company with innovative medical instrumentation and biotechnology operations focused on blood volume measurement, today announced that it has entered into definitive agreements with several institutional investors for the purchase in a registered direct offering of 125,000 shares of its common stock from the Company, and 225,000 shares of its common stock from the Estate of Joseph Feldschuh, at a purchase price of $20.00 per share, for aggregate gross proceeds of $7.0 million. The Company intends to use $2.5 million of the gross proceeds for working capital and other general corporate purposes for the Company. $4.5 million of the gross proceeds would be received by the Estate of Joseph Feldschuh.
H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.
The offering is expected to close on or about July 22, 2020, subject to the satisfaction or waiver of customary closing conditions.
This offering is being made pursuant to an effective shelf registration statement on Form N-2 (No. 333-224509) previously filed with the Securities and Exchange Commission (SEC) and declared effective. A final prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Alternatively, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at placements@hcwco.com or by telephone at (646) 975-6996.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Daxor Corporation
Daxor Corporation (DXR) is an innovative medical instrumentation and biotechnology company focused on blood volume measurement. We developed and market the BVA-100® (Blood Volume Analyzer), the first diagnostic blood test cleared by the FDA to provide safe, accurate, objective quantification of blood volume status and composition compared to patient-specific norms. The BVA technology has the potential to improve hospital performance metrics in a broad range of surgical and medical conditions including heart failure and critical care by better informing treatment strategies, resulting in significantly better patient outcomes. Our mission is to partner with clinicians to incorporate BVA technology into standard clinical practice and improve the quality of life for patients. For more information please visit our website at https://www.daxor.com
Forward-Looking Statements
Certain statements in this release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements regarding our ability to complete the offering and our intended use of proceeds. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including, without limitation, those risk associated with our post-market clinical data collection activities, benefits of our products to patients, our expectations with respect to product development and commercialization efforts, our ability to increase market and physician acceptance of our products, potentially competitive product offerings, intellectual property protection, FDA regulatory actions, our ability to integrate acquired businesses, our expectations regarding anticipated synergies with and benefits from acquired businesses, and additional other risks and uncertainties described in our filings with the SEC. Forward-looking statements speak only as of the date when made. Daxor does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact: Bret Shapiro Sr. Managing Partner, CORE IR 516-222 -2560 brets@coreir.com