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): ~~March~~April 2017, 2025

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 51.0701 ~~SUBMISSION~~Entry OFinto ~~MATTERS~~a TOMaterial ADefinitive ~~VOTE OF SECURITY HOLDERS~~Agreement.

OnAs ~~March~~previously 12disclosed, ~~2025,~~ PhenixFIN Corporation (the “Company”) ~~held its Annual Meeting of Stockholders (the “Annual Meeting”). During this meeting, the Company’s~~ ~~stockholders~~is ~~were~~party ~~asked~~ to ~~consider~~a ~~and~~five-year ~~vote~~$87.5 ~~upon~~million ~~three~~revolving ~~proposals:~~credit ~~(1)~~facility todated ~~elect~~as ~~one director~~ of ~~the~~December ~~Company~~15, to2022, ~~serve~~as ~~for~~amended aon ~~term~~February ~~of three years~~21, or2024 ~~until~~and ~~his~~August 5, ~~successor~~2024 is(the ~~duly~~“Credit ~~elected and qualified; (2~~Facility”), toby ~~ratify~~and among the ~~selection~~Company, ~~of KPMG LLP as~~ the Company’s ~~independent registered~~wholly ~~public~~owned ~~accounting~~subsidiaries, ~~firm~~Woodforest ~~for~~National Bank, ~~the~~as ~~fiscal~~lender ~~year~~and ~~ending~~administrative ~~September~~agent 30(the “Agent”), ~~2025;~~ and ~~(3)~~Valley toNational ~~provide~~Bank anand ~~advisory~~Axiom ~~vote~~Bank onas ~~executive~~lenders ~~compensation~~(the “Lenders”).

~~Stockholders~~On ofApril ~~record~~17, at2025 (the ~~close~~“Effective ofDate”), ~~business~~in order to extend onthe ~~January~~term ~~13,~~and ~~2025~~increase ~~were~~the ~~entitled~~size of the Credit Facility, the parties to ~~vote~~the atCredit Facility amended the ~~Annual~~terms ~~Meeting~~of the Credit Facility, effective as of the Effective Date (the “Amendment”). AsThe Amendment increased the principal amount of ~~January~~the ~~13,~~loan ~~2025,~~available ~~there~~under ~~were~~the 2Credit Facility by $12.5 million to $100.0 million (with potential access to up to an additional $50,~~019~~000,~~778~~000 ~~shares~~pursuant ofto ~~common~~an ~~stock~~uncommitted ~~outstanding~~accordion provision) and ~~entitled~~appointed BankUnited, N.A. to ~~vote~~assume all agency and syndication responsibilities from the Agent and the Lenders. AOutstanding loans ~~quorum~~under ~~consisting~~the terms of the Amendment will bear a monthly interest rate ranging from ABR + 1~~,432,858~~.35% ~~shares~~to ofABR ~~common~~+ ~~stock~~1.75% for any alternative base rate loans and from Term SOFR + 2.35% to Term SOFR + 2.75% for any term benchmark loans based on the total debt to tangible net worth ratio. The Amendment also extended the term of the ~~Company~~credit ~~were~~facility ~~present~~to orApril ~~represented~~17, by2030, ~~proxy~~five atyears from the Effective Date. Other material ~~Annual~~terms ~~Meeting~~remain substantially unchanged.

~~The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Proposals~~ 1~~, 2, and 3 were approved by the requisite vote.~~

~~Proposal 1: Election of director.~~SIGNATURE

Nominee		For		Withheld
Arthur S. Ainsberg		821,563		23,436

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.

Broker Non-Votes: 587,859

DATE: April 22, 2025	PHENIXFIN CORPORATION

	/s/ David Lorber
	Name:	David Lorber
	Title:	Chief Executive Officer

~~Proposal~~ 2~~: Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.~~

For		Against		Abstain
1,403,064		27,613		2,181

Broker Non-Votes: 0

Proposal 3: Advisory vote on executive compensation.

For	Against	Abstain
823,309	15,531	6,159
	Broker Non-Votes:	587,859

Broker Non-Votes: 587,859

-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: March 20, 2025	PHENIXFIN CORPORATION
	/s/ David Lorber
	Name: David Lorber
	Title: Chief Executive Officer

-2-

Filing Compare · PhenixFIN Corp