DAXOR CORP

Regulatory Filings • Jan 24, 2022

8-K 1 form8-k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 18, 2022

Daxor Corporation

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(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.) |

109 Meco Lane, Oak Ridge, Tennessee 37830

(Address of principal executive offices, including zip code)

(212) 330-8500

(Registrant’s telephone number, including area code)

Not Applicable

(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:

| ☐ | 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 Sections 12(b) of the Act:

| Title
of each class | Trading
symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
stock, par value $00.01 per share | 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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2022, Caleb DesRosiers, JD, MPA was appointed to the Board of Directors. Mr. DesRosiers will serve on the Board until the next annual meeting when he will be up for election to the Board by shareholders.

Mr. DesRosiers is currently a senior principal at Valuate Healthcare Consultancy, a leading strategic and market access consulting firm, which is part of Omnicom a multi-billion communication and consulting public company. He focuses on pharmaceutical access, managed care, distribution, technology, and M&A. Prior to joining Valuate, Caleb was the Chief Strategy Officer at PrescribeWellness, LLC that transacted in 2019 to Tabula Rasa, a public company.

The Board has determined that Mr. DesRosiers meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K.

Mr. DesRosiers has (i) no arrangements or understandings with any other person pursuant to which he was appointed as a director, and (ii) no family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.

Mr. DesRosiers has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, Mr. DesRosiers holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.

Mr. DesRosiers will receive the standard compensation, paid by the Company to all of its non-employee directors and as described under “Board Compensation” in the Proxy Statement. He has not yet been appointed to any committee of the Board.

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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 — By: | /s/
Robert J. Michel |
| --- | --- |
| Name: | Robert
J. Michel |
| Title: | Chief
Financial Officer |

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