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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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PhenixFIN Corp (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
David Lorber 445 Park Avenue, 10th Floor, New York, NY, 10022 (212) 859-0390 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
David A. Lorber | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
248,576.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 1,932,600 shares of common stock outstanding as of May 5, 2026 as reported by the issuer in the Form 10-Q filed with the Securities and Exchange Commission on May 5, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
PhenixFIN Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
445 Park Avenue, 10th Floor, New York,
NEW YORK
, 10022. | |
Item 1 Comment:
This Amendment No. 6 amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission ("SEC") on December 20, 2021, as amended by Amendment No. 1 filed with the SEC on May 16, 2022, Amendment No. 2 filed with the SEC on January 3, 2023, Amendment No. 3 filed with the SEC on March 5, 2024, Amendment No. 4 filed with the SEC on June 18, 2025, and Amendment No. 5 filed with the SEC on April 2, 2026 (as amended, the "Schedule 13D") by David A. Lorber, FrontFour Master Fund, Ltd. and FrontFour Capital Group LLC), with respect to the common stock (the "Common Stock") of PhenixFIN Corporation (the "Company"). FrontFour Master Fund, Ltd. and FrontFour Capital Group LLC ceased to be a reporting person on the Schedule 13D upon the filing of Amendment No. 5. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented to reflect that the amount of funds used by Mr. Lorber to acquire the Common Stock beneficially owned by him and by his spouse's individual retirement account (IRA), as to which he is deemed to have beneficial ownership, is approximately $7,896,209.19, which was obtained from personal funds. As previously disclosed, certain shares of Common Stock were acquired by Mr. Lorber through an in-kind distribution from FrontFour Master Fund Ltd. for no additional consideration. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Mr. Lorber beneficially owns 248,576 shares of Common Stock, 3,378 shares of which are held in his spouse's IRA, representing approximately 12.9% of the Company's outstanding Common Stock, based on 1,932,600 shares of Common Stock outstanding as of May 5, 2026 as reported by the Company in the Form 10-Q filed with the Securities and Exchange Commission on May 5, 2026. | |
| (b) | Mr. Lorber has sole voting and dispositive power with respect to the 245,198 shares of Common Stock held directly by him and shared voting and dispositive power of the 3,378 shares of Common Stock held in his spouse's IRA. | |
| (c) | The following purchases of Common Stock were made by Mr. Lorber in the past 60 days. All such purchases were made in the open market in routine brokerage transactions. Other than the transactions listed in the table below, there have been no transactions in the Common Stock effected by the Reporting Person during the past 60 days.
Date: 5/12/2026 --- Number of Shares: 42,065 --- Price Per Share: $39.95*
(*) The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $39.00 to $40.00, inclusive. The reporting person undertakes to provide to PhenixFIN Corporation, any security holder of PhenixFIN Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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