Daxor Corp美股招股说明书(2026-01-22版)

$25,000,000Daxor CorporationCommon Stock Daxor Corporation is an investment company with medical instrumentation and biotechnology operations. While thecompany is not primarily engaged in the business of investing, reinvesting, owning, holding or trading in securities, the company isdependent upon earnings from its investment portfolio to fund operations and has registered as a closed-end investment companyunder the Investment Company Act of 1940, as amended.While Daxor Corporation is registered as a closed-end investment company,it has always conducted its business as an operating company and has never been in, or held itself out to be in, the business ofinvesting, reinvesting, owning, holding or trading in securities. We intend to file an application pursuant to Section 8(f) of the Investment Company Act of 1940 seeking an order declaringthat Daxor has ceased to be a registered investment company. Investors in registered investment companies benefit from legalprotections imposed for their benefit under theInvestment Company Act, and those legal protections will no longer apply if we receivethe requested order. Our major focus is the development of the BVA-100 ® Blood Volume Analyzer, an instrument that rapidly and accuratelymeasures human blood volume. This instrument is used in conjunction with Volumex ®, a single-use radiopharmaceutical diagnosticinjection and collection kit. We also own the Daxor Oak Ridge Operations (DORO) facility in Oak Ridge, Tennessee, whichmanufactures, tests, and develops next-generation models of the BVA-100 ®. We may offer shares of our common stock, par value $0.01 per share, from time to time under this prospectus, together withany applicable prospectus supplement, at prices and on terms to be determined by market conditions at the time of offering. Thisprospectus provides you with a description of the common stock we may offer. Each time we offer securities, we will provide aprospectus supplement that will describe the specific amounts, prices and other important terms of the offering. During any 12-monthperiod, the aggregate market value of securities we may offer may not exceed one third of the aggregate market value of voting andnon-voting common equity held by persons who are not affiliates of our company. In addition, we are registering shares of our common stock for resale by the selling shareholder named in this prospectus, orits transferees, pledges, donees or successors. We will not receive any proceeds from the sale of these shares, although we have paidthe expenses of preparing this prospectus and the related registration statement. Holders of our common stock are entitled to dividends as our board of directors may declare from time to time out of legallyavailable funds. Each holder of our common stock is entitled to one vote per share. Our common stock is described in greater detail inthis prospectus under“Daxor Corporation Common Stock”. A prospectus supplement that we may authorize to be provided to you may also add, update or change information containedin this prospectus or in documents we have incorporated by reference. However, no prospectus supplement will offer a security that isnot registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is apart. We may offer shares of common stock (1) directly to one or more purchasers, (2) through agents that we may designate fromtime to time or (3) to or through underwriters or dealers. We, and our underwriters or agents, reserve the right to accept or reject all orpart of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicableprospectus supplement: (1) the names of those underwriters or agents; (2) applicable fees, discounts and commissions to be paid tothem; (3) details regarding over-allotment options, if any; and (4) the net proceeds to us. You should rely only on the information that we have provided or incorporated by reference in this prospectus, and anyapplicable prospectus supplement that we may authorize to be provided to you. We have not authorized any dealer, salesman or otherperson to give any information or to make any representation other than those contained or incorporated by reference in thisprospectus, and any applicable prospectus supplement. You must not rely upon any information or representation not contained orincorporated by reference in this prospectus, and any accompanying prospectus supplement. We take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. This prospectus and any accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of anoffer to buy any securities other than the registered securities to which they relate, nor do this prospectus and any accompanyingsupplement to this prospectus constitute an offer to sell