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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):
May 5, 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 May 5, 2026, PhenixFIN Corporation issued a
press release announcing its financial results for the quarter ended March 31, 2026. The press release is included as Exhibit 99.1 to
this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated May 5, 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: May 5, 2026 |
PHENIXFIN CORPORATION |
| |
|
| |
/s/David Lorber |
| |
Name: |
David Lorber |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
PhenixFIN
Corporation Announces Second Quarter 2026 Financial Results
New
York, NY, May 5, 2026 -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the “Company”), a publicly traded business development
company, today announced its financial results for the second fiscal quarter of 2026.
Highlights
| ● | Second
quarter total investment income of $5.2 million; net investment income of $0.7 million |
| ● | Net
asset value (NAV) of $153.8 million, or $79.56 per share as of March 31, 2026 |
| ● | Weighted
average yield was 13.1% on debt and other income producing investments |
| ● | Effective
May 5, 2026, the Board declared a special dividend of $0.07 per share to be paid on May 28,
2026, to stockholders of record as of May 18, 2026 |
David
Lorber, Chief Executive Officer of the Company, stated:
“While
volatility and uncertainty are elevated in the markets, specifically in private credit, we continue to underwrite with a disciplined
approach and engage in active portfolio management. Our overall portfolio was stable throughout the quarter. Our investment strategy
is generally focused on asset-oriented industries. In addition, during the quarter we returned capital to our shareholders through our
share buyback program, having repurchased 66,396 shares or 3.3% of our shares outstanding.”
Selected
Second Quarter 2026 Financial Results for the Quarter Ended March 31, 2026:
Total
investment income was $5.2 million of which $5.0 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 $0.7 million.
The
Company recorded a net realized loss of $1.1 million
and net unrealized gain of $1.7 million.
Portfolio
and Investment Activities for the Quarter Ended March 31, 2026:
The
fair value of the Company’s investment portfolio totaled $295.8
million and consisted of 32 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
March 31, 2026, the Company had $3.1 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
| | |
March
31, 2026 (Unaudited) | | |
September 30,
2025 | |
| Assets: | |
| | |
| |
| Investments
at fair value | |
| | |
| |
| Non-controlled,
non-affiliated investments (amortized cost of $128,237,811 and $139,342,491, respectively) | |
$ | 130,033,295 | | |
$ | 145,280,169 | |
| Affiliated
investments (amortized cost of $37,828,011 and $35,390,223, respectively) | |
| 36,776,004 | | |
| 35,381,405 | |
| Controlled
investments (amortized cost of $157,346,334 and $149,656,451, respectively) | |
| 129,001,392 | | |
| 121,610,914 | |
| Total
Investments at fair value | |
| 295,810,691 | | |
| 302,272,488 | |
| Cash
and cash equivalents | |
| 3,074,794 | | |
| 7,289,371 | |
| Receivables: | |
| | | |
| | |
| Interest
receivable | |
| 1,303,922 | | |
| 1,203,404 | |
| Other
receivable | |
| - | | |
| 44,971 | |
| Dividends
receivable | |
| 64,800 | | |
| 42,950 | |
| Other
assets | |
| 2,537,376 | | |
| 2,746,775 | |
| Deferred
tax asset, net | |
| 727,925 | | |
| 1,234,847 | |
| Deferred
financing costs | |
| 1,232,943 | | |
| 1,384,767 | |
| Due
from Affiliate | |
| 275,173 | | |
| 572,331 | |
| Prepaid
share repurchase | |
| 115,969 | | |
| 96,342 | |
| Receivable
for investments sold | |
| 431,184 | | |
| 21,549 | |
| Total
Assets | |
$ | 305,574,777 | | |
$ | 316,909,795 | |
| | |
| | | |
| | |
| Liabilities: | |
| | | |
| | |
| Credit
facility and notes payable (net of debt issuance costs of $864,414 and $1,141,393, respectively) | |
$ | 146,627,205 | | |
$ | 148,011,724 | |
| Accounts
payable and accrued expenses | |
| 1,329,714 | | |
| 4,226,889 | |
| Other
liabilities | |
| 2,499,673 | | |
| 2,439,405 | |
| Interest
and fees payable | |
| 1,131,408 | | |
| 1,187,574 | |
| Taxes
payable | |
| 48,137 | | |
| 137,538 | |
| Due
to Affiliate | |
| 126,936 | | |
| 132,365 | |
| Total
Liabilities | |
| 151,763,073 | | |
| 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; | |
| | | |
| | |
| 1,933,238
and 2,003,769 common shares outstanding, respectively | |
| 1,933 | | |
| 2,004 | |
| Capital
in excess of par value | |
| 701,315,531 | | |
| 704,640,648 | |
| Total
distributable earnings (loss) | |
| (547,505,760 | ) | |
| (543,868,352 | ) |
| Total
Net Assets | |
| 153,811,704 | | |
| 160,774,300 | |
| Total
Liabilities and Net Assets | |
$ | 305,574,777 | | |
$ | 316,909,795 | |
| | |
| | | |
| | |
| Net
Asset Value Per Common Share | |
$ | 79.56 | | |
$ | 80.24 | |
PHENIXFIN
CORPORATION
Consolidated
Statements of Operations
(Unaudited)
| | |
For
the Three Months Ended March 31, | | |
For
the Six Months Ended March 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Interest Income: | |
| | |
| | |
| | |
| |
| Interest from investments | |
| | |
| | |
| | |
| |
| Non-controlled, non-affiliated investments: | |
| | |
| | |
| | |
| |
| Cash | |
$ | 2,242,062 | | |
$ | 2,957,380 | | |
$ | 4,800,297 | | |
$ | 5,950,065 | |
| Payment
in-kind | |
| 250,799 | | |
| 263,784 | | |
| 278,191 | | |
| 618,465 | |
| Affiliated
investments: | |
| | | |
| | | |
| | | |
| | |
| Cash | |
| 670,874 | | |
| - | | |
| 1,302,466 | | |
| - | |
| Payment
in-kind | |
| 242,930 | | |
| - | | |
| 449,921 | | |
| - | |
| Controlled
investments: | |
| | | |
| | | |
| | | |
| | |
| Cash | |
| 725,479 | | |
| 626,790 | | |
| 1,171,163 | | |
| 1,214,985 | |
| Payment
in-kind | |
| - | | |
| - | | |
| - | | |
| - | |
| Total interest income | |
| 4,132,144 | | |
| 3,847,954 | | |
| 8,002,038 | | |
| 7,783,515 | |
| Dividend income | |
| | | |
| | | |
| | | |
| | |
| Non-controlled,
non-affiliated investments | |
| 428,380 | | |
| 378,232 | | |
| 1,224,247 | | |
| 974,530 | |
| Affiliated
investments | |
| 268,540 | | |
| 111,736 | | |
| 268,540 | | |
| 254,231 | |
| Controlled
investments | |
| 156,084 | | |
| 1,580,616 | | |
| 1,907,359 | | |
| 2,979,966 | |
| Total dividend income | |
| 853,004 | | |
| 2,070,584 | | |
| 3,400,146 | | |
| 4,208,727 | |
| Interest from cash and cash
equivalents | |
| 48,871 | | |
| 45,812 | | |
| 104,237 | | |
| 104,753 | |
| Fee income (see Note 9) | |
| 164,374 | | |
| 29,673 | | |
| 352,207 | | |
| 40,737 | |
| Other
income | |
| - | | |
| 25,000 | | |
| - | | |
| 97,774 | |
| Total Investment
Income | |
| 5,198,393 | | |
| 6,019,023 | | |
| 11,858,628 | | |
| 12,235,506 | |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses: | |
| | | |
| | | |
| | | |
| | |
| Interest
and financing expenses | |
| 2,308,578 | | |
| 2,578,963 | | |
| 4,740,913 | | |
| 5,124,774 | |
| Salaries
and benefits | |
| 1,016,836 | | |
| 1,185,054 | | |
| 1,986,009 | | |
| 2,213,671 | |
| Professional
fees, net | |
| 410,332 | | |
| 577,965 | | |
| 800,272 | | |
| 995,978 | |
| General
and administrative expenses | |
| 362,493 | | |
| 307,739 | | |
| 722,978 | | |
| 529,532 | |
| Directors
fees | |
| 169,428 | | |
| 204,000 | | |
| 373,428 | | |
| 408,000 | |
| Administrator
expenses (see Note 6) | |
| 109,223 | | |
| 112,829 | | |
| 211,284 | | |
| 197,184 | |
| Insurance
expenses | |
| 73,990 | | |
| 86,498 | | |
| 149,624 | | |
| 174,919 | |
| Total
expenses | |
| 4,450,880 | | |
| 5,053,048 | | |
| 8,984,508 | | |
| 9,644,058 | |
| Net Investment
Income | |
| 747,513 | | |
| 965,975 | | |
| 2,874,120 | | |
| 2,591,448 | |
| | |
| | | |
| | | |
| | | |
| | |
| Realized
and unrealized gains (losses) on investments | |
| | | |
| | | |
| | | |
| | |
| Net realized gains (losses): | |
| | | |
| | | |
| | | |
| | |
| Non-controlled,
non-affiliated investments | |
| (1,120,698 | ) | |
| (1,065,013 | ) | |
| (428,478 | ) | |
| 103,657 | |
| Affiliated
investments | |
| 2,112 | | |
| - | | |
| 3,496 | | |
| - | |
| Controlled
investments | |
| - | | |
| - | | |
| - | | |
| - | |
| Total net
realized gains (losses) | |
| (1,118,586 | ) | |
| (1,065,013 | ) | |
| (424,982 | ) | |
| 103,657 | |
| Net change in unrealized gains
(losses): | |
| | | |
| | | |
| | | |
| | |
| Non-controlled,
non-affiliated investments | |
| 587,985 | | |
| 1,183,172 | | |
| (4,142,194 | ) | |
| 1,991,710 | |
| Affiliated
investments | |
| (704,662 | ) | |
| (92,367 | ) | |
| (1,043,189 | ) | |
| (981,553 | ) |
| Controlled
investments | |
| 1,786,533 | | |
| (1,558,264 | ) | |
| (299,405 | ) | |
| (1,807,602 | ) |
| Total net
change in unrealized gains (losses) | |
| 1,669,856 | | |
| (467,459 | ) | |
| (5,484,788 | ) | |
| (797,445 | ) |
| Deferred tax benefit (expense) | |
| (166,015 | ) | |
| (329,636 | ) | |
| (589,444 | ) | |
| (329,636 | ) |
| Loss
on Extinguishment of Debt (see Note 5) | |
| - | | |
| - | | |
| (12,314 | ) | |
| - | |
| Total
realized and unrealized gains (losses) | |
| 385,255 | | |
| (1,862,108 | ) | |
| (6,511,528 | ) | |
| (1,023,424 | ) |
| Net
Increase (Decrease) in Net Assets Resulting from Operations | |
$ | 1,132,768 | | |
$ | (896,133 | ) | |
$ | (3,637,408 | ) | |
$ | 1,568,024 | |
| Weighted average basic and diluted earnings per common
share | |
$ | 0.57 | | |
$ | (0.44 | ) | |
$ | (1.83 | ) | |
$ | 0.78 | |
| Weighted average common shares
outstanding - basic and diluted (see Note 11) | |
| 1,972,943 | | |
| 2,019,778 | | |
| 1,987,363 | | |
| 2,019,778 | |