Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) June 25, 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)




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


On June 25, 2020, the shareholders of Daxor Corporation (the “Company”) elected directors to the Board of Directors (the “Board”) of the Company, including a new director, Henry D. Cremisi, MD, FACP, who replaced retiring director Martin Wolpoff. Information regarding Dr. Cremisi and the other director is contained in the Company’s proxy statement filed with the Securities and Exchange Commission on Schedule 14A on June 4, 2020 (the “Proxy Statement”). The shareholders also approved the Daxor Corporation 2020 Incentive Compensation Plan, which is described in detail in the Proxy Statement.


On June 29, 2020, Bernhard Saxe, Esq. retired from the Board of the Company after serving on the Board since 2008. On June 29, 2020, Joy Goudie, Esq. was appointed to the Board. Ms. Goudie will serve on the Board of the Company until the next annual meeting when she will be up for election to the Board by the Company shareholders.


Joy Goudie, Esq. is currently a partner at Wissing Miller, LLP, following twelve years as Senior Patent Counsel for Revlon leading cross-functional teams in the US and Spain. In addition, she served as Vice President managing Revlon’s global R&D portfolio and driving new technologies. A published scientist, Ms. Goudie has worked with patents and R&D teams in the development of new antibiotics and small molecules for treatment of solid tumor cancers.


The Board has determined that Ms. Goudie 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.


Ms. Goudie has (i) no arrangements or understandings with any other person pursuant to which she 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.


Ms. Goudie 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, Ms. Goudie holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.


Ms. Goudie 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. She has not yet been appointed to any committee of the Board.


Item 5.07 Submission of Matters to a Vote of Security Holders


The Company’s Annual Meeting was held June 25, 2020. At the Annual Meeting, the following directors were elected for terms expiring at the annual meeting of shareholders to be held in 2021 by the votes indicated:


   For   Withheld   Broker
James Lombard   3,103,321    12,637    437,938 
Henry D. Cremisi, MD   3,104,711    11,247    437,938 
Edward Feuer   3,104,711    11,247    437,938 
Bernhard Saxe, Esq.   3,104,711    11,247    437,938 
Michael Feldschuh   3,086,388    29,570    437,938 
Jonathan Feldschuh   3,086,388    29,570    437,938 


The following reflects the voting results for matters other than the election of directors brought for vote at the Annual Meeting:


   For   Against   Abstained   Broker Nonvotes 
Approval of Daxor Corporation 2020 Incentive Compensation Plan   3,105,966    4,436    5,556    437,938 
Ratification of WithumSmith+Brown, PC as Daxor Corporation’s independent registered public accounting firm   3,547,520    151    6,225    0 


Item 9.01 Financial Statements and Exhibits.


The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:


Exhibit No.   Description
99.1   Press release, dated June 30, 2020, announcing new board members.







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.


Date: July 1, 2020 By: /s/ Robert J. Michel
  Name: Robert J. Michel
  Title: Chief Financial Officer




Exhibit 99.1


Daxor Corporation Announces Appointment of Henry D. Cremisi, MD, FACP and Joy Goudie, Esq. to the Company’s Board of Directors


NEW YORK, June 30, 2020 — Daxor Corporation (NYSE MKT: DXR), an investment company with innovative medical instrumentation and biotechnology operations focused on blood volume measurement, today announced the appointments of Dr. Henry D. Cremisi and Joy Goudie, Esq. to the Company’s Board of Directors, effective June 29, 2020. Ms. Goudie is replacing Berne Saxe, Esq. after having served as a Board Member for 12 years.


“I am extremely pleased to welcome both Dr. Cremisi and Joy Goudie, Esq. to our Board of Directors,” commented Michael Feldschuh, CEO and President of Daxor Corporation. “Henry’s substantive clinical expertise and Joy’s extensive IP and patent knowledge are incredibly pertinent to Daxor as the company continues to expand the commercial growth of the BVA-100 diagnostic blood test and prepares for its next generation technology.”


Dr. Cremisi is currently a Medical Director (Renal) at AstraZeneca Pharmaceuticals with over 32 years of experience in medicine. Prior, Dr. Cremisi served as Chairman of Medical Education and a Nephrologist and Hospitalist for Novant Health in Charlotte, North Carolina. He is a Fellow of the American College of Physicians and certified by the American Board of Internal Medicine in both internal medicine and nephrology. Dr. Cremisi has many scientific and professional memberships including the International Society of Nephrology, American Society of Nephrology, Cardiorenal Society of America, Heart Failure Society of America, Society of Hospital Medicine, American College of Physicians, Renal Physicians Association and the American Medical Association.


“I’m very pleased to join Daxor’s Board of Directors at such a crucial time,” said Dr. Cremisi. “The clinical utility of the BVA-100 test could be the difference between life and death. Its role in helping providers manage volume derangements in heart failure and critically ill patients can transform the way these chronic diseases are treated, improving outcomes for patients.”


Joy Goudie, Esq. is currently a partner at Wissing Miller, LLP, following twelve years as Senior Patent Counsel for Revlon leading cross-functional teams in the US and Spain. In addition, she served as Vice President managing Revlon’s global R&D portfolio and driving new technologies. A published scientist, Ms. Goudie has worked with patents and R&D teams in the development of new antibiotics and small molecules for treatment of solid tumor cancers.


“Daxor is an impressive company with an outstanding team,” said Ms. Goudie. “I look forward to working closely with Daxor’s R&D and business development teams, reviewing the product portfolio and patent landscape to guide product strategy and support the next generation technology.”




About Daxor Corporation


Daxor Corporation (NYSE: 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 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 the impact of hiring sales staff and expansion of our distribution channels. 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