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


Date of Report (Date of earliest event reported): December 16, 2022



(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
6.125% Notes due 2023   PFXNL   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 2.02 Results of Operations and Financial Condition.


On December 16, 2022, PhenixFIN Corporation issued a press release announcing its financial results for the period ended September 30, 2022. The press release is included as Exhibit 99.1 to this Form 8-K.


Item 9.01 Financial Statements and Exhibits.


(d)     Exhibits


Exhibit No.   Description
99.1   Press Release dated December 16, 2022







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: December 16, 2022 /s/ David Lorber
  Name:  David Lorber
  Title: Chief Executive Officer





Exhibit 99.1


PhenixFIN Corporation Announces Fiscal Fourth Quarter 2022 Financial Results


New York, NY, December 16, 2022 -- PhenixFIN Corporation (NASDAQ: PFX) (the “Company”), a publicly traded business development company, today announced its financial results for the fiscal fourth quarter of 2022.




Fourth quarter total investment income was $5.1 million; net investment income of $1.9 million


Net asset value (NAV) of $120.8 million, or $57.49 per share as of September 30, 2022, vs. $57.08 per share as of September 30, 2021


Secured a 3-year $50 million credit facility with Woodforest National Bank as lead lender (SOFR + 2.90%)


Notice of Redemption issued for the $22.5 million 6.125% unsecured notes due March 30, 2023


Repurchased 16.5% of shares outstanding in Fiscal Year 2022


Weighted average yield to maturity of 10.85% on yield-oriented investments


FlexFIN continues to grow with over $40 million allocated to the business


David Lorber, Chief Executive Officer of the Company, stated:


“We are pleased to announce the signing of a $50mm credit facility led by Woodforest National Bank which we believe further strengthens our balance sheet. With this increased liquidity we will be redeeming the $22.5 million 6.125% unsecured notes due March 30, 2023. This facility should also allow us to expand our investment activity to continue to grow. During the fourth quarter, the portfolio continued to perform given the market environment as we continued generating positive Net Investment Income driven by the deployment of cash balances, the rising interest rate environment, and the general stability in our portfolio. In addition, during our FY2022 we successfully took advantage of our trading discount to NAV through buying back 16.5% of our shares outstanding. Given the volatility of 2022, as we look forward, we are excited about opportunities in the markets to generate returns through both attractive yields and capital appreciation.


The Company expects to hold an investor update call in early 2023. Details will be announced at a later date.


Selected Fourth Quarter 2022 Financial Results


For the quarter ended September 30, 2022, total investment income totaled $5.1 million, of which $5.0 million was attributable to portfolio interest and dividend income and $0.1 million was attributable to and other income.


For the quarter ended September 30, 2022, total net expenses were $3.2 million and total net investment income was $1.9 million.


For the quarter ended September 30, 2022, the Company recorded a net realized loss of $10.3 million, due to the sale of Path Medical, a legacy investment, and net unrealized loss of $3.7 million, due largely to market volatility in various investments.


Portfolio and Investment Activities


As of September 30, 2022, the fair value of the Company’s investment portfolio totaled $193.0 million and consisted of 44 portfolio companies.


As of September 30, 2022, the Company had 5 portfolio company investments on non-accrual status with a fair market value of $5.2 million.





Liquidity and Capital Resources


At September 30, 2022, the Company had $22.8 million in cash and cash equivalents and $57.5 million and $22.5 million outstanding in aggregate principal amount of its 5.25% unsecured notes due 2028 and 6.125% unsecured notes due 2023, respectively.




 PhenixFIN Corporation is a non-diversified, internally managed closed-end management investment company incorporated in Delaware that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. We completed our initial public offering and commenced operations on January 20, 2011. The Company has elected, and intends to qualify annually, to be treated, for U.S. federal income tax purposes, as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Effective January 1, 2021, the Company operates under an internalized management structure.


 Safe Harbor Statement and Other Disclosures


This press release contains “forward-looking” statements. Such forward-looking statements reflect current views with respect to future events and financial performance, and the Company may make related oral forward-looking statements on or following the date hereof. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements, including among other things, PhenixFIN’s ability to deliver value to shareholders, increase investment activity, grow the Company, increase net investment income, reduce operating expenses, implement its investment objective, capitalize on investment opportunities, grow its net asset value and perform well in the prevailing market environment, FlexFIN’s ability to perform effectively and generate attractive returns and other factors that are enumerated in the Company’s periodic filings with the Securities and Exchange Commission. PhenixFIN Corporation disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release.


Past performance is not a guarantee of future results. The press release contains unaudited financial results. For ease of review, we have excluded the word “approximately” when rounding the results. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares of PhenixFIN Corporation’s common stock. There can be no assurance that PhenixFIN Corporation will achieve its investment objective. 


For PhenixFIN investor relations, please call 212-859-0390. For media inquiries, please contact info@phenixfc.com.






Consolidated Statements of Assets and Liabilities


   September 30,
   September 30,
Investments at fair value        
Non-controlled, non-affiliated investments (amortized cost of $147,378,917 and $92,214,167, respectively)  $122,616,275   $84,152,678 
Affiliated investments (amortized cost of $30,585,884 and $75,963,427, respectively)   12,314,192    57,595,245 
Controlled investments (amortized cost of $85,483,093 and $39,490,097, respectively)   58,026,182    9,891,860 
Total Investments at fair value   192,956,649    151,639,783 
Cash and cash equivalents   22,768,066    69,433,256 
Fees receivable   -    1,872,700 
Interest receivable   727,576    371,576 
Prepaid share repurchase   489,156    - 
Due from affiliates   271,962    - 
Dividends receivable   269,330    81,211 
Paydown receivable   112,500    292,015 
Other receivable   36,992    - 
Other assets   1,242,677    1,401,746 
Total Assets  $218,874,908   $225,092,287 
Notes payable (net of debt issuance costs of $2,059,164 and $412,795, respectively)  $77,962,636   $77,434,005 
Due to broker   16,550,000    1,586,000 
Accounts payable and accrued expenses   2,040,277    1,416,524 
Due to affiliate   -    280,323 
Administrator expenses payable   74,911    67,920 
Interest and fees payable   503,125    - 
Deferred revenue   325,602    - 
Other liabilities   572,949    613,534 
Total Liabilities   98,029,500    81,398,306 
Commitments and Contingencies          
Net Assets:          
Common Shares, $0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 2,102,129 and 2,517,221 common shares outstanding, respectively   2,102    2,517 
Capital in excess of par value   675,401,802    688,866,642 
Total distributable earnings (loss)   (554,558,496)   (545,175,178)
Total Net Assets   120,845,408    143,693,981 
Total Liabilities and Net Assets  $218,874,908   $225,092,287 
Net Asset Value Per Common Share  $57.49   $57.08 






Consolidated Statements of Operations


   For the Years Ended September 30 
   2022   2021   2020 
Interest Income:            
Interest from investments            
Non-controlled, non-affiliated investments:            
Cash  $5,207,850   $5,974,807   $9,137,394 
Payment in-kind   444,741    609,964    863,744 
Affiliated investments:               
Cash   639,733    1,099,809    1,182,294 
Payment in-kind   374,981    327,804    2,425,557 
Controlled investments:               
Cash   2,489,381    75,000    84,505 
Payment in-kind   -    -    500,767 
Total interest income   9,156,686    8,087,384    14,194,261 
Dividend income   5,503,425    21,564,348    6,256,250 
Interest from cash and cash equivalents   139,942    10,402    378,077 
Fee income   420,279    2,566,519    692,988 
Other income   323,828    78,204    - 
Total Investment Income   15,544,160    32,306,857    21,521,576 
Base management fees   -    1,146,403    6,358,750 
Interest and financing expenses   5,113,105    5,800,100    14,935,017 
Salaries and benefits   2,952,106    1,993,277    - 
General and administrative expenses   1,103,125    1,012,147    3,285,259 
Directors fees   712,000    1,039,717    1,451,077 
Insurance expenses   590,178    1,619,536    1,463,391 
Administrator expenses   301,281    612,983    2,226,831 
Professional fees, net   1,340,828    559,975    (4,768,050)
Expenses before expense support reimbursement   12,112,623    13,784,138    24,952,275 
Expense support reimbursement   -    -    (710,294)
Total expenses net of expense support reimbursement   12,112,623    13,784,138    24,241,981 
Net Investment Income (Loss)   3,431,537    18,522,719    (2,720,405)
Realized and unrealized gains (losses) on investments               
Net realized gains (losses):               
Non-controlled, non-affiliated investments   810,240    7,747,672    (9,973,416)
Affiliated investments   4,408,961    (10,088,405)   (928,990)
Controlled investments   1,850    (40,144,795)   (39,076,425)
Total net realized gains (losses)   5,221,051    (42,485,528)   (49,978,831)
Net change in unrealized gains (losses):               
Non-controlled, non-affiliated investments   (16,701,153)   (5,022,484)   9,898,237 
Affiliated investments   96,490    (10,342,450)   2,648,353 
Controlled investments   2,141,326    40,728,006    (23,178,993)
Total net change in unrealized gains (losses)   (14,463,337)   25,363,072    (10,632,403)
Loss on extinguishment of debt   (296,197)   (122,355)   (2,481,374)
Total realized and unrealized gains (losses)   (9,538,483)   (17,244,811)   (63,092,608)
Net Increase (Decrease) in Net Assets Resulting from Operations  $(6,106,946)  $1,277,908   $(65,813,013)
Weighted average basic and diluted earnings per common share  $(2.63)  $0.48   $(24.16)
Weighted average basic and diluted net investment income (loss) per common share  $1.48   $6.92   $(1.00)
Weighted average common shares outstanding - basic and diluted   2,323,601    2,677,891    2,723,709 
Dividends declared per common share  $0.12   $-   $-