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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 9, 2026
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
2.02 Results of Operations and Financial Condition.
On
February 9, 2026, PhenixFIN Corporation issued a press release announcing its financial results for the quarter ended December 31, 2025.
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 February 9, 2026 |
| 104 |
|
Cover page interactive data file (embedded within the Inline XBRL document) |
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 9, 2026 |
PHENIXFIN CORPORATION |
| |
|
| |
/s/
David Lorber |
| |
Name: |
David Lorber |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
PhenixFIN Corporation
Announces First Quarter 2026 Financial Results
New York, NY, February
9, 2026 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the “Company”), a publicly traded business development company, today
announced its financial results for the first fiscal quarter of 2026.
Highlights
| ● | First
quarter total investment income of $6.7 million; net investment income of $2.1 million |
| | | |
| ● | Net
asset value (NAV) of $155.8 million, or $77.92 per share as of December 31, 2025 |
| | | |
| ● | Weighted
average yield was 12.52% on debt and other income producing investments |
David
Lorber, Chief Executive Officer of the Company, stated:
“During
the quarter, we generated solid investment income, supported by a 12.52% weighted average yield on income producing investments. While
mark-to-market declines in certain equity positions weighed on results, these reflected company-specific softness despite a generally
favorable economic backdrop. With our portfolio focused on U.S. companies, and with policy makers signaling support for domestic growth
and a more supportive rate environment, we expect U.S. fundamentals to improve throughout 2026.”
Selected
First Quarter 2026 Financial Results for the Quarter Ended December 31, 2025:
Total investment income
was $6.7 million of which $6.5 million was attributable to portfolio interest and dividend income and $0.2 million was attributable to
fee and other income.
Total net
expenses were $4.5 million and total net investment income was $2.1 million.
The
Company recorded a net realized gain of $0.7 million and net unrealized loss of $7.2 million.
Portfolio
and Investment Activities for the Quarter Ended December 31, 2025:
The
fair value of the Company’s investment portfolio totaled $295.6 million and consisted of
33 portfolio companies.
The
Company had 1 portfolio company investment on non-accrual status with a fair market value
of $0.0 million.
Liquidity
and Capital Resources
At
December 31, 2025, the Company had $3.4 million in cash and cash equivalents, $57.5
million in aggregate principal amount of its 5.25% unsecured notes due 2028 and $90.0 million
outstanding under the Credit Facility.
ABOUT
PHENIXFIN CORPORATION
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, increase net investment income,
implement its investment strategy and achieve its investment objective, source and capitalize on investment opportunities, grow its net
asset value and perform well in the prevailing market environment, the ability of our portfolio companies to perform well and generate
income 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.
PHENIXFIN CORPORATION
Consolidated Statements of Assets and Liabilities
| | |
December 31, 2025 (Unaudited) | | |
September 30, 2025 | |
| | |
| | |
| |
| Assets: | |
| | |
| |
| Investments at fair value | |
| | |
| |
| Non-controlled, non-affiliated investments (amortized cost of $138,028,011 and $139,342,491, respectively) | |
$ | 139,235,510 | | |
$ | 145,280,169 | |
| Affiliated investments (amortized cost of $37,022,913 and $35,390,223, respectively) | |
| 36,675,568 | | |
| 35,381,405 | |
| Controlled investments (amortized cost of $149,859,961 and $149,656,451, respectively) | |
| 119,728,486 | | |
| 121,610,914 | |
| Total Investments at fair value | |
| 295,639,564 | | |
| 302,272,488 | |
| Cash and cash equivalents | |
| 3,406,847 | | |
| 7,289,371 | |
| Receivables: | |
| | | |
| | |
| Interest receivable | |
| 1,036,662 | | |
| 1,203,404 | |
| Other receivable | |
| - | | |
| 44,971 | |
| Dividends receivable | |
| 229,046 | | |
| 42,950 | |
| Other assets | |
| 2,642,679 | | |
| 2,746,775 | |
| Deferred tax asset, net | |
| 852,570 | | |
| 1,234,847 | |
| Deferred financing costs | |
| 1,308,020 | | |
| 1,384,767 | |
| Due from Affiliate | |
| 301,595 | | |
| 572,331 | |
| Prepaid share repurchase | |
| 42,076 | | |
| 96,342 | |
| Receivable for investments sold | |
| 1,922,102 | | |
| 21,549 | |
| Total Assets | |
$ | 307,381,161 | | |
$ | 316,909,795 | |
| | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Credit facility and notes payable (net of debt issuance costs of $946,653 and $1,141,393, respectively) | |
$ | 146,544,966 | | |
$ | 148,011,724 | |
| Accounts payable and accrued expenses | |
| 1,063,658 | | |
| 4,226,889 | |
| Other liabilities | |
| 2,481,418 | | |
| 2,439,405 | |
| Interest and fees payable | |
| 1,158,816 | | |
| 1,187,574 | |
| Taxes payable | |
| 178,690 | | |
| 137,538 | |
| Due to Affiliate | |
| 132,365 | | |
| 132,365 | |
| Total Liabilities | |
| 151,559,913 | | |
| 156,135,495 | |
| | |
| | | |
| | |
| Commitments and Contingencies (see Note 8) | |
| | | |
| | |
| | |
| | | |
| | |
| Net Assets: | |
| | | |
| | |
| Common Shares, $0.001 par value; 5,000,000 shares authorized; 2,723,709 shares issued; 1,999,634 and 2,003,769 common shares outstanding, respectively | |
| 2,000 | | |
| 2,004 | |
| Capital in excess of par value | |
| 704,457,776 | | |
| 704,640,648 | |
| Total distributable earnings (loss) | |
| (548,638,528 | ) | |
| (543,868,352 | ) |
| Total Net Assets | |
| 155,821,248 | | |
| 160,774,300 | |
| Total Liabilities and Net Assets | |
$ | 307,381,161 | | |
$ | 316,909,795 | |
| | |
| | | |
| | |
| Net Asset Value Per Common Share | |
$ | 77.92 | | |
$ | 80.24 | |
PHENIXFIN CORPORATION
Consolidated Statements of Operations
(Unaudited)
| | |
For the Three Months Ended
December 31, | |
| | |
2025 | | |
2024 | |
| Interest Income: | |
| | |
| |
| Interest from investments | |
| | |
| |
| Non-controlled, non-affiliated investments: | |
| | |
| |
| Cash | |
$ | 2,351,244 | | |
$ | 2,824,594 | |
| Payment in-kind | |
| 234,383 | | |
| 354,681 | |
| Affiliated investments: | |
| | | |
| | |
| Cash | |
| 838,583 | | |
| - | |
| Payment in-kind | |
| - | | |
| - | |
| Controlled investments: | |
| | | |
| | |
| Cash | |
| 445,684 | | |
| 588,195 | |
| Payment in-kind | |
| - | | |
| - | |
| Total interest income | |
| 3,869,894 | | |
| 3,767,470 | |
| Dividend income | |
| | | |
| | |
| Non-controlled, non-affiliated investments | |
| 795,867 | | |
| 596,298 | |
| Affiliated investments | |
| - | | |
| 142,495 | |
| Controlled investments | |
| 1,751,275 | | |
| 1,399,350 | |
| Total dividend income | |
| 2,547,142 | | |
| 2,138,143 | |
| Interest from cash and cash equivalents | |
| 55,366 | | |
| 227,032 | |
| Fee income (see Note 9) | |
| 187,833 | | |
| 11,064 | |
| Other income | |
| - | | |
| 72,774 | |
| Total Investment Income | |
| 6,660,235 | | |
| 6,216,483 | |
| | |
| | | |
| | |
| Expenses: | |
| | | |
| | |
| Interest and financing expenses | |
| 2,432,335 | | |
| 2,545,811 | |
| Salaries and benefits | |
| 969,173 | | |
| 1,028,617 | |
| Professional fees, net | |
| 389,940 | | |
| 418,013 | |
| General and administrative expenses | |
| 360,485 | | |
| 221,793 | |
| Directors fees | |
| 204,000 | | |
| 204,000 | |
| Administrator expenses (see Note 6) | |
| 102,061 | | |
| 84,355 | |
| Insurance expenses | |
| 75,634 | | |
| 88,421 | |
| Total expenses | |
| 4,533,628 | | |
| 4,591,010 | |
| Net Investment Income | |
| 2,126,607 | | |
| 1,625,473 | |
| | |
| | | |
| | |
| Realized and unrealized gains (losses) on investments | |
| | | |
| | |
| Net realized gains (losses): | |
| | | |
| | |
| Non-controlled, non-affiliated investments | |
| 692,220 | | |
| 1,168,670 | |
| Affiliated investments | |
| 1,384 | | |
| - | |
| Controlled investments | |
| - | | |
| - | |
| Total net realized gains (losses) | |
| 693,604 | | |
| 1,168,670 | |
| Net change in unrealized gains (losses): | |
| | | |
| | |
| Non-controlled, non-affiliated investments | |
| (4,730,179 | ) | |
| 808,538 | |
| Affiliated investments | |
| (338,527 | ) | |
| (889,186 | ) |
| Controlled investments | |
| (2,085,938 | ) | |
| (249,338 | ) |
| Total net change in unrealized gains (losses) | |
| (7,154,644 | ) | |
| (329,986 | ) |
| Deferred tax benefit (expense) | |
| (423,429 | ) | |
| - | |
| Loss on Extinguishment of Debt (see Note 5) | |
| (12,314 | ) | |
| - | |
| Total realized and unrealized gains (losses) | |
| (6,896,783 | ) | |
| 838,684 | |
| | |
| | | |
| | |
| Net Increase (Decrease) in Net Assets Resulting from Operations | |
$ | (4,770,176 | ) | |
$ | 2,464,157 | |
| Weighted average basic and diluted earnings per common share | |
$ | (2.38 | ) | |
$ | 1.22 | |
| Weighted average common shares outstanding - basic and diluted (see Note 11) | |
| 2,001,470 | | |
| 2,019,778 | |
4