SECURITIES AND EXCHANGE COMMISSION
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): November 8, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
|(Commission file number)|
445 Park Avenue, 10th Floor, New York, NY
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including area code: (212) 859-0390
(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|
|6.125% Notes due 2023||PFXNL||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 2.02 Results of Operations and Financial Condition.
Preliminary Estimates of Certain Financial Results for the Quarter and Year Ended September 30, 2021
PhenixFIN Corporation (the “Company”) hereby incorporates by reference into this Item 2.02 the section entitled “Prospectus Supplement Summary – Recent Developments – Preliminary Estimates of Certain Financial Information” of its prospectus supplement to its base prospectus dated October 19, 2021, (File No. 333-258913) filed on November 8, 2021 (the “Prospectus Supplement”). The full text of the Prospectus Supplement is incorporated by reference as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
|99.1||Prospectus Supplement (Incorporated by reference to the Registrant’s Form 424B2 (File No. 333-258913), filed on November 8, 2021).|
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: November 8, 2021||PHENIXFIN CORPORATION|
|/s/ David Lorber|
|Name: David Lorber|
|Title: Chief Executive Officer|