As filed with the Securities and Exchange Commission on November 14, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM N-CSR/A
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22684
Daxor Corporation
(Exact name of registrant as specified in charter)
109 Meco Lane
Oak Ridge, Tennessee 37830
(Address of principal executive offices) (Zip code)
Michael Feldschuh
109 Meco Lane
Oak Ridge, Tennessee 37830
(Name and address of agent for service)
212-330-8500
Registrant’s telephone number, including area code
Date of fiscal year end: December 31, 2021
Date of reporting period: December 31, 2021
Explanatory Note
On February 28, 2022, the undersigned registrant filed its Certified Shareholder Report on Form N-CSR for the annual period ended December 31, 2021. The registrant previously amended the original Certified Shareholder Report on Form N-CSR on May 2, 2022. This amendment is being made solely to file the auditor’s consent to the incorporation by reference in the registrant’s Registration Statement on Form N-2 of the auditor’s report relating to the financial statements and financial highlights appearing in the Certified Shareholder Report on Form N-CSR.
This amendment does not reflect events occurring after the filing of the original Certified Shareholder Report on Form N-CSR for the annual period ended December 31, 2021, and, other than providing the above-referenced consent, does not modify or update the disclosures in the original Certified Shareholder Report on Form N-CSR in any way.
Item 13. Exhibits.
| (a) | (1) Code of ethics, or amendments thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing of an exhibit. - Previously filed. |
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies. | |
| (b) | Certifications pursuant to Rule 30a-2(b) under the Act and Section 906 of the Sarbanes-Oxley Act of 2002. - Furnished herewith. |
| (c) | Consent of Independent Registered Public Accounting Firm. - Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DAXOR CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Michael Feldschuh | |
| Michael Feldschuh | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: | November 14, 2022 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/ Michael Feldschuh | |
| Michael Feldschuh, President and | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: | November 14, 2022 |
| By: | /s/ Robert J. Michel | |
| Robert J. Michel, Chief Financial Officer and | ||
| Chief Compliance Officer (Principal Financial Officer) | ||
| Date: | November 14, 2022 |
Exhibit 13(a)(2)
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Feldschuh, certify that:
| 1. | I have reviewed this amended report on Form N-CSR/A of Daxor Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Michael Feldschuh | |
| Michael Feldschuh | ||
President (Chief Executive Officer, Principal Executive Officer) |
Date: November 14, 2022
Exhibit 13(a)(2)
CERTIFICATION
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Robert J. Michel, certify that:
| 1. | I have reviewed this amended report on Form N-CSR/A of Daxor Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Robert J. Michel | |
| Robert J. Michel | ||
| Chief Financial Officer (Chief Principal Financial Officer/Principal Accounting Officer/Chief Compliance Officer) |
Date: November 14, 2022
Exhibit 13(b)
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code)
In connection with the attached report of Daxor Corporation on amended Form N-CSR/A to be filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Corporation does hereby certify that, to the best of such officer’s knowledge:
1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.
This certification is furnished as an exhibit solely pursuant to Item 13(b) of amended Form N-CSR/A and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this certification by reference.
| By: | /s/ Michael Feldschuh | |
| Michael Feldschuh | ||
| President (Chief Executive Officer, Principal Executive Officer) |
Date: November 14, 2022
Exhibit 13(b)
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code)
In connection with the attached report of Daxor Corporation on amended Form N-CSR/A to be filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Corporation does hereby certify that, to the best of such officer’s knowledge:
1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.
This certification is furnished as an exhibit solely pursuant to Item 13(b) of amended Form N-CSR/A and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. This certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this certification by reference.
| By: | /s/ Robert J. Michel | |
| Robert J. Michel | ||
| Chief Financial Officer (Chief Principal Financial Officer/Principal Accounting Officer/Chief Compliance Officer) |
Date: November 14, 2022
Exhibit 13(c)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-255212 on Form N-2 of our report dated February 28, 2022, relating to the financial statements and financial highlights of Daxor Corporation appearing in the Certified Shareholder Report on Form N-CSR for the annual period ended December 31, 2021.
/s/ Baker Tilly US, LLP
Iselin, New Jersey
November 14, 2022