false 0001490349 0001490349 2024-02-21 2024-02-21 0001490349 PFX:CommonStockParValue0.001PerShareMember 2024-02-21 2024-02-21 0001490349 PFX:Sec5.25NotesDue2028Member 2024-02-21 2024-02-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): February 21, 2024

 

PHENIXFIN CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   814-00818   27-4576073

(State or other jurisdiction of

incorporation or organization)

   (Commission file number)  

(I.R.S. employer

identification no.)

 

445 Park Avenue, 10th Floor,
New York, NY

  

10022

(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (212) 859-0390

 

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 Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, par value $0.001 per share   PFX   The NASDAQ Global Market
5.25% Notes due 2028   PFXNZ   The NASDAQ Global Market

 

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. ☐

 

 

 

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

As previously disclosed, PhenixFIN Corporation (the “Company”) is party to a three-year $50.0 million revolving credit facility (the “Credit Facility”), dated as of December 15, 2022, by and among the Company, the Company’s wholly owned subsidiaries, Woodforest National Bank, as lender and administrative agent, and Valley National Bank and Axiom Bank as lenders.

 

On February 21, 2024 (the “Effective Date”), in order to increase the size of the Credit Facility, the parties to the Credit Facility amended the terms of the Credit Facility, effective as of the Effective Date (the “Amendment”). The Amendment increased the principal amount of loan available under the Credit Facility by $12.5 million to $62.5 million. All other material terms of the Credit Facility remain unchanged.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information provided in Item 1.01 is incorporated herein by reference. Reference is also made to the Company’s Form 10-K, dated December 16, 2022, for a description of the terms of the Credit Facility.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, PhenixFIN Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DATE:  February 21, 2024 PHENIXFIN CORPORATION
   
  /s/ David Lorber
  Name:  David Lorber
  Title: Chief Executive Officer

 

 

2

 

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Cover
Feb. 21, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 21, 2024
Entity File Number 814-00818
Entity Registrant Name PHENIXFIN CORPORATION
Entity Central Index Key 0001490349
Entity Tax Identification Number 27-4576073
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 445 Park Avenue
Entity Address, Address Line Two 10th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10022
City Area Code 212
Local Phone Number 859-0390
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.001 per share  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol PFX
Security Exchange Name NASDAQ
5.25% Notes due 2028  
Title of 12(b) Security 5.25% Notes due 2028
Trading Symbol PFXNZ
Security Exchange Name NASDAQ
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