Material Agreement · Company Update

Securities and Exchange Commission on January 20, 2026.   Lake Street Capital Markets, LLC (“Lake Street”) acted as placement agent for the offering. On January 23, 2026, we executed a placement agency agreement with Lake Street.   A copy of the form of securities purchase agreement and the placement agency agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing description of the offering by us, and the documents related thereto, is a summary and is qualified in its entirety by reference to such Exhibits.   Item 8.01 – Other Events   A copy of the opinion of Foley & Lardner LLP relating to the legality of the common stock is filed as Exhibit 5.1 to this report.   Item 9.01 Exhibits   (d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:   No.   Description       5.1   Opinion of Foley & Lardner LLP 10.1   Form of Securities Purchase Agreement 10.2   Placement Agency Agreement 23.1   Consent of Foley & Lardner LLP (included in Exhibit 5.1) 104   Cover Page Interactive Data File (embedded within the Inline XBRL document         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: January 26, 2026 By: /s/ Robert J. Michel   Name: Robert J. Michel   Title: Chief Financial Officer