DAXOR CORP

Regulatory Filings • Oct 31, 2018

POS EX 1 posex.htm

As filed with the Securities and Exchange Commission on October 31, 2018

Registration Nos. 333-224509

811-22684

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2/A

| REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] |
| --- | --- |
| Pre-Effective
Amendment No. ____ | [ ] |
| Post-Effective
Amendment No. 1 | [X] |
| and/or | |
| REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] |
| Amendment
No. 6 | [X] |

DAXOR CORPORATION

(Exact Name of Registrant as Specified in Charter)

| 350
Fifth Avenue (Empire State Building) | |
| --- | --- |
| Suite
4740 | |
| New
York, New York | 10118 |
| (Address
of Principal Executive Offices) | (Zip
Code) |

(212) 330-8500

(Registrant’s Telephone Number, including Area Code)

| Michael
Feldschuh | Copy
to: |
| --- | --- |
| Daxor
Corporation | Peter
D. Fetzer |
| 350
Fifth Avenue (Empire State Building) | Foley
& Lardner LLP |
| Suite
4740 | 777
East Wisconsin Avenue |
| New
York, New York 10118 | Milwaukee,
Wisconsin 53202 |
| (Name
and Address of Agent for Service) | |

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

[X] Check box if any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan.

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-224509 and 811-22684) of Daxor Corporation (as amended, the “ Registration Statement ”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “ Securities Act ”), solely for the purpose of filing Exhibit (h) to the Registration Statement. No changes have been made to Part A, B or Part C of the Registration Statement, other than Item 25 (2) of Part C as set forth below. Accordingly, this Post-Effective Amendment No. 1 consists only of the facing page, this explanatory note and Item 25 (2) of the Registration Statement setting forth the exhibits to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

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PART C – OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(2)
(a)	Certificate of Incorporation – Filed as Exhibit (a) to Daxor Corporation’s Registration Statement on Form N-2, filed on June 28, 2012, and incorporated herein by reference.
(b)	Bylaws – Filed as Exhibit 3.2 to Daxor Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 29, 2010, and incorporated herein by reference.
(c)	Not
Applicable.
(d)(1)	See
Item 25(2)(a).
(d)(2)	Specimen Stock Certificate – Filed as Exhibit 4.1 to Daxor Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 29, 2010, and incorporated herein by reference.
(e)	Not
Applicable.
(f)	Not
Applicable.
(g)	Not
Applicable.
(h)	Equity Distribution Agreement – Filed herewith.
(i)	Not
Applicable.
(j)	Not
Applicable.
(k)(1)	Agreement of Lease Dated as of December 19, 2002 – Filed as Exhibit 10.1 to Daxor Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 29, 2010, and incorporated herein by reference.
(k)(2)	2004 Stock Option Plan – Filed as Exhibit 4(a) to Daxor Corporation’s Form S-8, filed on July 6, 2004, and incorporated herein by reference.
(l)	Opinion and Consent of Foley & Lardner LLP – Filed as Exhibit (l) to Daxor Corporation’s Amended Registration Statement on Form N-2, filed on August 16, 2018, and incorporated herein by reference.
(m)	Not
Applicable.
(n)	Consent of WithumSmith+Brown, PC – Filed herewith.
(o)	Not
Applicable.
(p)	Not
Applicable.
(q)	Not
Applicable.
(r)	Code of Ethics – Filed as Exhibit (r) to Daxor Corporation’s Registration Statement on Form N-2, filed on June 28, 2012, and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 31 st day of October, 2018.

| DAXOR
CORPORATION | |
| --- | --- |
| By: | /s/
Michael Feldschuh |
| | Michael
Feldschuh |
| | President,
Chief Executive Officer and Chairman |

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/
Michael Feldschuh	President,
Chief Executive Officer and	October
31, 2018
Michael
Feldschuh	Chairman
(Principal Executive Officer)
/s/
Robert J. Michel	Chief
Financial Officer (Principal	October
31, 2018
Robert
J. Michel	Financial
and Accounting Officer)
James
Lombard +	Director
Martin
S. Wolpoff +	Director
Edward
Feuer +	Director
Bernhard
Saxe, Esq. +	Director
Johnathan
Feldschuh +	Director

+ By:
Michael
Feldschuh
Attorney-in-Fact
October
31, 2018

Signature Page

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EXHIBIT INDEX

| EXHIBIT NUMBER | DOCUMENT
DESCRIPTION |
| --- | --- |
| (h) | Equity Distribution Agreement |
| (n) | Consent of WithumSmith+Brown, PC |

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