NAV Per Share Grew 14% In Last 12 Months (taking into account the distribution of the Special Dividend) Expanded Credit Facility To $87.5 Million NEW YORK, Aug. 06, 2024 (GLOBE NEWSWIRE) -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the "Company"), a publicly traded business development company, today announced its financial results for the fiscal third quarter of 2024. Highlights Third quarter total investment income of $6.2 million; net investment income of $2.0 million Net asset value (NAV) of $154.2 mi ...

NAV Per Share Grew 14% In Last 12 Months (taking into account the distribution of the Special Dividend) Expanded Credit Facility To $87.5 Million NEW YORK, Aug. 06, 2024 (GLOBE NEWSWIRE) -- PhenixFIN Corporation (NASDAQ: PFX, PFXNZ) (the "Company"), a publicly traded business development company, today announced its financial results for the fiscal third quarter of 2024. Highlights Third quarter total investment income of $6.2 million; net investment income of $2.0 million Net asset value (NAV) of $154.2 mi ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 or UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35040 PHENIXFIN CORPORATION (Exact Name of Registrant as Specified in its Charter) | Delaware | 27-4576073 | | --- | --- | | (State or Other J ...

Financial Performance - NAV per share grew 22% over the last 12 months, reaching $76.35 as of March 31, 2024[1] - Total investment income for Q2 2024 was $4.7 million, with net investment income of $0.6 million[4] - The company recorded total realized and unrealized gains of $4.8 million due to appreciation in various investments[6] - Total expenses for Q2 2024 were $4.1 million, resulting in a net investment income of $0.6 million[5] - Total net assets increased to $154.3 million as of March 31, 2024, compared to $146.7 million in the previous period[16] Investment Portfolio - The fair value of the investment portfolio totaled $220.0 million, consisting of 41 portfolio companies[7] - Weighted average yield on debt and other income-producing investments was 13.6%[9] Cash and Dividends - The company had $19.1 million in cash and cash equivalents and $28.4 million outstanding under the credit facility as of March 31, 2024[8] - A special dividend of $1.31 per share was declared, payable on June 10, 2024[9] - The company repurchased 40,000 shares during the second fiscal quarter[9]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35040 PHENIXFIN CORPORATION (Exact Name of Registrant as Specified in its Charter) | Delaware | 27-4576073 | | --- | --- | | (State or Othe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35040 PHENIXFIN CORPORATION (Exact Name of Registrant as Specified in its Charter) | Delaware | 27-4576073 | | --- | --- | | (State or Other Juris ...

PART I. Financial Information This section presents the company's consolidated financial statements, including assets, liabilities, operations, changes in net assets, cash flows, and detailed investment schedules, along with comprehensive notes explaining accounting policies and financial details [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section provides the company's consolidated financial statements, including statements of assets and liabilities, operations, changes in net assets, cash flows, and detailed schedules of investments, accompanied by comprehensive notes [Consolidated Statements of Assets and Liabilities](index=3&type=section&id=Consolidated%20Statements%20of%20Assets%20and%20Liabilities) The company's total assets increased to $232.4 million as of June 30, 2023, from $218.9 million as of September 30, 2022, primarily driven by an increase in investments at fair value. Total liabilities decreased, leading to a significant increase in total net assets and Net Asset Value Per Common Share **Total Assets:** | Metric | June 30, 2023 | Sept 30, 2022 | | :----- | :------------ | :------------ | | Total Assets | $232,442,776 | $218,874,908 | | Change | +$13,567,868 | | | % Change | +6.20% | | **Total Investments at Fair Value:** | Metric | June 30, 2023 | Sept 30, 2022 | | :----- | :------------ | :------------ | | Total Investments | $218,686,618 | $192,956,649 | | Change | +$25,729,969 | | | % Change | +13.33% | | **Total Net Assets:** | Metric | June 30, 2023 | Sept 30, 2022 | | :----- | :------------ | :------------ | | Total Net Assets | $139,954,664 | $120,845,408 | | Change | +$19,109,256 | | | % Change | +15.81% | | **Net Asset Value Per Common Share:** | Metric | June 30, 2023 | Sept 30, 2022 | | :----- | :------------ | :------------ | | NAV Per Share | $67.01 | $57.49 | | Change | +$9.52 | | | % Change | +16.56% | | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) For the nine months ended June 30, 2023, the company reported a significant increase in net investment income and a substantial net increase in net assets from operations, primarily driven by a large net change in unrealized gains on investments, contrasting with a net decrease in the prior year **Total Investment Income (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Total Investment Income | $14,454,467 | $10,448,984 | | Change | +$4,005,483 | | | % Change | +38.33% | | **Net Investment Income (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Net Investment Income | $4,642,063 | $1,558,309 | | Change | +$3,083,754 | | | % Change | +197.89% | | **Net Change in Unrealized Gains (Losses) (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Net Change in Unrealized Gains (Losses) | $17,079,448 | $(18,205,189) | | Change | +$35,284,637 | | **Net Increase (Decrease) in Net Assets from Operations (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Net Increase (Decrease) | $19,576,794 | $(1,453,539) | | Change | +$21,030,333 | | **Weighted Average Basic and Diluted EPS (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | EPS | $9.34 | $(0.61) | [Consolidated Statements of Changes in Net Assets](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) The company's total net assets increased significantly from $120.8 million at September 30, 2022, to $139.9 million at June 30, 2023, primarily due to a net increase from operations of $19.6 million, partially offset by common share repurchases **Total Net Assets (Sept 30, 2022 to June 30, 2023):** | Metric | June 30, 2023 | Sept 30, 2022 | | :----- | :------------ | :------------ | | Total Net Assets | $139,954,664 | $120,845,408 | | Change | +$19,109,256 | | | % Change | +15.81% | | - Net Increase from Operations (Nine Months ended June 30, 2023): **$19,576,794**[12](index=12&type=chunk) - Repurchase of Common Shares (Nine Months ended June 30, 2023): **$(467,538)**[12](index=12&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended June 30, 2023, the company experienced a net decrease in cash and cash equivalents of $11.9 million, primarily due to net cash used in operating activities, partially offset by net cash provided by financing activities **Net Cash Provided by (Used in) Operating Activities (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Net Cash from Operations | $(16,222,459) | $(31,924,694) | | Change | +$15,702,235 | | **Net Cash Provided by (Used in) Financing Activities (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Net Cash from Financing | $4,330,578 | $(13,125,796) | | Change | +$17,456,374 | | **Net Increase (Decrease) in Cash and Cash Equivalents (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Net Change in Cash | $(11,891,881) | $(45,050,490) | | Change | +$33,158,609 | | **Cash and Cash Equivalents, End of Period:** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Cash & Equivalents | $10,876,185 | $24,382,766 | [Consolidated Schedules of Investments](index=8&type=section&id=Consolidated%20Schedules%20of%20Investments) As of June 30, 2023, the total fair value of investments increased to $218.7 million from $193.0 million at September 30, 2022. The portfolio composition shifted, with Equity/Warrants increasing their percentage of fair value, while Senior Secured First Lien Term Loans decreased. The majority of investments remain in the Services: Business and Banking, Finance, Insurance & Real Estate sectors, primarily located in the Northeast and Southeast U.S **Total Investments at Fair Value:** | Metric | June 30, 2023 | Sept 30, 2022 | | :----- | :------------ | :------------ | | Total Investments | $218,686,618 | $192,956,649 | | Change | +$25,729,969 | | | % Change | +13.33% | | **Portfolio Composition by Type (Fair Value):** | Investment Type | June 30, 2023 | Sept 30, 2022 | | :-------------------------- | :------------ | :------------ | | Senior Secured First Lien Term Loans | 48.0% | 45.6% | | Equity/Warrants | 50.5% | 52.1% | | Senior Secured Second Lien Term Loans | 0.0% | 1.4% | | Senior Secured Notes | 1.0% | 0.9% | | Unsecured Debt | 0.1% | 0.0% | | Fund Investment | 0.4% | 0.0% | **Portfolio Composition by Industry (Fair Value, Top 3):** | Industry | June 30, 2023 | Sept 30, 2022 | | :---------------------------------- | :------------ | :------------ | | Services: Business | 19.2% | 27.4% | | Banking, Finance, Insurance & Real Estate | 18.4% | 16.5% | | Hotel, Gaming & Leisure | 15.1% | 16.6% | **Portfolio Composition by Geographic Location (Fair Value, Top 2):** | Region | June 30, 2023 | Sept 30, 2022 | | :--------- | :------------ | :------------ | | Northeast | 39.9% | 48.2% | | Southeast | 25.5% | 26.8% | - Non-qualifying assets represented **21.63%** of total assets as of June 30, 2023, an increase from **17.24%** as of September 30, 2022[34](index=34&type=chunk)[59](index=59&type=chunk) [Notes to Consolidated Financial Statements](index=22&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The Notes provide detailed explanations of the company's organization, significant accounting policies, investment classifications, valuation methodologies, and financial instruments. They also cover borrowings, agreements, related party transactions, commitments, fee income, directors' fees, earnings per share, financial highlights, dividends, and share transactions, offering crucial context for the financial statements [Note 1. Organization](index=22&type=section&id=Note%201.%20Organization) PhenixFIN Corporation is an internally-managed non-diversified closed-end management investment company regulated as a BDC, aiming to generate current income and capital appreciation primarily through loans and equity investments in privately-held companies. It transitioned to an internalized management structure on January 1, 2021, and intends to qualify as a RIC for tax purposes - Company Status: Internally-managed non-diversified closed-end management investment company, regulated as a BDC[64](index=64&type=chunk) - Management Structure: Transitioned from externally managed to internalized management structure effective **January 1, 2021**[64](index=64&type=chunk) - Investment Objective: Generate current income and capital appreciation, primarily through loans, private equity, or other investments in privately-held companies[66](index=66&type=chunk) - Tax Status: Elects and intends to qualify annually as a Regulated Investment Company (RIC) under the Code[64](index=64&type=chunk) [Note 2. Significant Accounting Policies](index=22&type=section&id=Note%202.%20Significant%20Accounting%20Policies) This section details the company's accounting practices, including the accrual basis of accounting, use of estimates, and specific policies for cash, debt issuance costs, revenue recognition (interest, PIK, fees, realized/unrealized gains/losses), investment classification (Control and Affiliated Investments), and fair value measurement. It also addresses recent accounting pronouncements (LIBOR transition) and federal income tax policies for RICs and Taxable Subsidiaries - Basis of Accounting: Accrual basis, in conformity with U.S. GAAP and ASC 946 for investment companies[67](index=67&type=chunk) - Revenue Recognition: Interest income (including PIK) is accrued, loan origination/OID/market discounts are capitalized and amortized, and fees are recognized when earned. Realized gains/losses are based on disposition proceeds vs. amortized cost[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - Non-Accrual Status: As of June 30, 2023, certain investments in six portfolio companies (fair value **$7.0 million**, **3.2%** of portfolio) were on non-accrual status, up from five companies (**$5.2 million**, **2.7%** of portfolio) at September 30, 2022[79](index=79&type=chunk) - Investment Classification: Defines "Control Investments" (over **25%** voting securities or >**50%** board representation) and "Affiliated Investments" (**5%-25%** voting securities or common control)[81](index=81&type=chunk) - Federal Income Taxes: Elects to be treated as a RIC, requiring distribution of at least **90%** of ICTI and net tax-exempt interest income to avoid corporate tax. Subject to a **4%** excise tax on undistributed income if certain thresholds are not met[94](index=94&type=chunk)[95](index=95&type=chunk) - Deferred Tax Asset: As of June 30, 2023, had a deferred tax asset of **$24.5 million** (vs. **$26.2 million** at Sept 30, 2022), fully offset by a valuation allowance[97](index=97&type=chunk) [Note 3. Investments](index=31&type=section&id=Note%203.%20Investments) This note details the company's investment portfolio composition by type, industry, and geographic location. As of June 30, 2023, total investments at fair value increased to $218.7 million, with a notable shift towards Equity/Warrants and a decrease in Senior Secured First Lien Term Loans as a percentage of the portfolio. The majority of investments are in the Services: Business and Banking, Finance, Insurance & Real Estate sectors, primarily within the U.S **Total Investments at Fair Value:** | Metric | June 30, 2023 (in thousands) | Sept 30, 2022 (in thousands) | | :----- | :--------------------------- | :--------------------------- | | Total Investments | $218,687 | $192,957 | | Change | +$25,730 | | | % Change | +13.33% | | **Portfolio Composition by Type (Fair Value):** | Investment Type | June 30, 2023 | Sept 30, 2022 | | :-------------------------- | :------------ | :------------ | | Senior Secured First Lien Term Loans | 48.0% | 45.6% | | Equity/Warrants | 50.5% | 52.1% | | Senior Secured Second Lien Term Loans | 0.0% | 1.4% | | Senior Secured Notes | 1.0% | 0.9% | | Unsecured Debt | 0.1% | 0.0% | | Fund Investment | 0.4% | 0.0% | **Portfolio Composition by Industry (Fair Value, Top 3):** | Industry | June 30, 2023 | Sept 30, 2022 | | :---------------------------------- | :------------ | :------------ | | Services: Business | 19.2% | 27.4% | | Banking, Finance, Insurance & Real Estate | 18.4% | 16.5% | | Hotel, Gaming & Leisure | 15.1% | 16.6% | **Portfolio Composition by Geographic Location (Fair Value, Top 2):** | Region | June 30, 2023 | Sept 30, 2022 | | :--------- | :------------ | :------------ | | Northeast | 39.9% | 48.2% | | Southeast | 25.5% | 26.8% | - Warrants: Total fair value of warrants was **$404.6 thousand** at June 30, 2023, up from **$62.6 thousand** at September 30, 2022[107](index=107&type=chunk) [Note 4. Fair Value Measurements](index=40&type=section&id=Note%204.%20Fair%20Value%20Measurements) This note outlines the company's fair value measurement hierarchy (Level 1, 2, and 3) for investments, with the majority of investments categorized as Level 3 due to unobservable inputs. It provides a reconciliation of Level 3 investments, showing significant net unrealized gains for the nine months ended June 30, 2023, and details the quantitative unobservable inputs used in Level 3 valuations **Fair Value Hierarchy (June 30, 2023):** | Level | Fair Value (in thousands) | Percentage of Total | | :---- | :------------------------ | :------------------ | | Level 1 | $28,321 | 13.0% | | Level 2 | $27,149 | 12.5% | | Level 3 | $162,255 | 74.5% | **Reconciliation of Level 3 Investments (Nine Months ended June 30, 2023):** | Metric | Amount (in thousands) | | :-------------------------- | :-------------------- | | Balance as of Sept 30, 2022 | $146,675 | | Purchases and other adjustments | $41,632 | | Sales (including repayments) | $(33,751) | | Net realized gains/(losses) | $(816) | | Net unrealized gains/(losses) | $9,477 | | Balance as of June 30, 2023 | $163,217 | - Net Unrealized Gain (Loss) for Level 3 Investments: Net change in unrealized gain for Level 3 investments still held was approximately **$7.4 million** for the nine months ended June 30, 2023, compared to **$0.6 million** for the same period in 2022[133](index=133&type=chunk) - Key Unobservable Inputs (Level 3): Market Yields (**8.50% - 32.0%**), Revenue Multiples (**0.3x**), EBITDA Multiples (**1.7x - 38.6x**), LTM EBITDA Multiples (**5.75x - 6.75x**), Replacement Cost, Purchase Price, Sum of the Parts/Estimated proceeds, and DLOM (Discount for lack of Marketability)[137](index=137&type=chunk) [Note 5. Borrowings](index=45&type=section&id=Note%205.%20Borrowings) The company's asset coverage ratio remains above the 200% minimum BDC requirement. It redeemed all outstanding 2023 Notes using proceeds from a new $50.0 million revolving credit facility. The 2028 Notes remain outstanding, and interest expenses increased due to higher borrowings on the Credit Facility - Asset Coverage Ratio: **263.2%** as of June 30, 2023, above the **200%** minimum requirement[144](index=144&type=chunk)[275](index=275&type=chunk) **Outstanding Debt (excluding debt issuance costs):** | Debt Type | June 30, 2023 (in thousands) | Sept 30, 2022 (in thousands) | | :-------------------- | :--------------------------- | :--------------------------- | | 2023 Notes | $0 | $22,522 | | 2028 Notes | $57,500 | $57,500 | | Revolving Credit Facility | $28,242 | $0 | | Total Debt | $85,742 | $80,022 | - Credit Facility: Entered into a 3-year, **$50.0 million** revolving credit facility on **December 15, 2022**, with **$28.2 million** outstanding as of June 30, 2023. Bears interest at Term SOFR + **2.90%** plus a **0.25%** commitment fee on undrawn portions[145](index=145&type=chunk)[147](index=147&type=chunk) - 2023 Notes Redemption: All **$22.5 million** aggregate principal amount of 2023 Notes were redeemed on **January 17, 2023**, using proceeds from the Credit Facility[148](index=148&type=chunk)[155](index=155&type=chunk) **Interest and Financing Expenses (Nine Months):** | Metric | June 30, 2023 (in thousands) | June 30, 2022 (in thousands) | | :----- | :--------------------------- | :--------------------------- | | Total Interest & Financing Expenses | $3,831 | $2,709 | | Change | +$1,122 | | | % Change | +41.42% | | [Note 6. Agreements](index=49&type=section&id=Note%206.%20Agreements) The company transitioned its fund accounting and administration services to SS&C Technologies and custodial services to Computershare. It also details the 2022 and 2023 Long-Term Cash Incentive Plans (LTIPs) for executive officers, with accruals recorded for these performance-based awards. A Pledge and Security Agreement is in place, collateralizing borrowings under the Credit Facility with all company and subsidiary assets - Administrator Expenses: Incurred **$232,172** for administrator expenses for the nine months ended June 30, 2023, compared to **$210,162** for the same period in 2022[162](index=162&type=chunk) - Long-Term Cash Incentive Plans (LTIPs): * 2022 LTIP Plan: Approved for a three-year performance period (**Jan 1, 2022 - Dec 31, 2024**) based on NAV and NAV per share goals * 2023 LTIP Plan: Approved for a three-year performance period (**Jan 1, 2023 - Dec 31, 2025**) for executive officers * Accrual: **$159,000** recorded for these awards for the three and nine months ended June 30, 2023[164](index=164&type=chunk)[165](index=165&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) - Pledge and Security Agreement: All assets of the company and its wholly-owned subsidiaries are pledged as collateral for borrowings under the Credit Facility[170](index=170&type=chunk) [Note 7. Related Party Transactions](index=51&type=section&id=Note%207.%20Related%20Party%20Transactions) "Due from affiliates" represents legal and general and administrative expenses paid by the company on behalf of certain affiliates - Due from Affiliates: Consists of legal and G&A expenses paid by the Company for affiliates[171](index=171&type=chunk) [Note 8. Commitments](index=51&type=section&id=Note%208.%20Commitments) The company had unfunded commitments of $3.5 million to five portfolio companies as of June 30, 2023, a decrease from $6.0 million to six companies at September 30, 2022. It also has an operating lease for office space, with a remaining lease liability of $463,620 as of June 30, 2023 **Unfunded Commitments:** | Metric | June 30, 2023 (in thousands) | Sept 30, 2022 (in thousands) | | :----- | :--------------------------- | :--------------------------- | | Total Unfunded Commitments | $3,541 | $6,028 | | Number of Portfolio Companies | 5 | 6 | - Operating Lease Liability: **$463,620** as of June 30, 2023, with a remaining lease term of approximately four years[176](index=176&type=chunk) [Note 9. Fee Income](index=53&type=section&id=Note%209.%20Fee%20Income) Fee income, comprising origination/closing, amendment, prepayment penalty, and administrative agent fees, totaled $0.3 million for the nine months ended June 30, 2023, a decrease from $0.4 million in the prior year **Fee Income (Nine Months):** | Metric | June 30, 2023 (in thousands) | June 30, 2022 (in thousands) | | :----- | :--------------------------- | :--------------------------- | | Prepayment fee | $0 | $235 | | Administrative agent fee | $169 | $94 | | Amendment fee | $0 | $4 | | Other fees | $170 | $87 | | Total Fee Income | $339 | $420 | [Note 10. Directors Fees](index=53&type=section&id=Note%2010.%20Directors%20Fees) Effective May 1, 2023, independent directors' annual fees increased to $150,000, and meeting fees were eliminated. Total directors' fees expense for the nine months ended June 30, 2023, was $0.5 million, consistent with the prior year - Independent Director Fees (Effective May 1, 2023): Annual fee increased to **$150,000**, with meeting fees eliminated[180](index=180&type=chunk) **Directors' Fees Expense (Nine Months):** | Metric | June 30, 2023 (in millions) | June 30, 2022 (in millions) | | :----- | :-------------------------- | :-------------------------- | | Directors' Fees Expense | $0.5 | $0.5 | [Note 11. Earnings Per Share](index=55&type=section&id=Note%2011.%20Earnings%20Per%20Share) Basic and diluted earnings per share for the nine months ended June 30, 2023, significantly increased to $9.34, compared to a loss of $(0.61) for the same period in 2022, reflecting improved net assets from operations **Weighted Average Basic and Diluted EPS (Nine Months):** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | EPS | $9.34 | $(0.61) | **Net Increase (Decrease) in Net Assets from Operations (Nine Months):** | Metric | June 30, 2023 (in thousands) | June 30, 2022 (in thousands) | | :----- | :--------------------------- | :--------------------------- | | Net Increase (Decrease) | $19,577 | $(1,454) | [Note 12. Financial Highlights](index=55&type=section&id=Note%2012.%20Financial%20Highlights) For the nine months ended June 30, 2023, Net Asset Value per share increased to $67.01 from $57.49 at the beginning of the period, driven by strong net investment income and unrealized gains. Total return based on NAV per share was 16.56%, a significant improvement from the prior year **Net Asset Value per share at End of Period:** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | NAV per share | $67.01 | $58.74 | **Net Increase (Decrease) in Net Assets Resulting from Operations:** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Net Increase (Decrease) | $9.34 | $(0.61) | **Total Return based on Net Asset Value per share:** | Metric | June 30, 2023 | June 30, 2022 | | :----- | :------------ | :------------ | | Total Return (NAV) | 16.56% | 2.91% | - Portfolio Turnover Rate: **20.33%** for the nine months ended June 30, 2023, a significant decrease from **80.03%** in the prior year[186](index=186&type=chunk) - Ratio of Net Investment Income to Average Net Assets: **4.94%** for the nine months ended June 30, 2023, up from **1.49%** in the prior year[188](index=188&type=chunk) [Note 13. Dividends](index=56&type=section&id=Note%2013.%20Dividends) The company did not declare any distribution payments during the three and nine months ended June 30, 2023, in contrast to a special dividend declared in the prior year. It operates an "opt out" dividend reinvestment plan - Dividend Payments: No distribution payments declared for the three and nine months ended June 30, 2023[191](index=191&type=chunk) - Dividend Reinvestment Plan: Operates an "opt out" plan where dividends are automatically reinvested in common stock unless opted out[190](index=190&type=chunk) [Note 14. Share Transactions](index=56&type=section&id=Note%2014.%20Share%20Transactions) The Board of Directors expanded the share repurchase program authorization to $35 million in February 2023. As of June 30, 2023, the company repurchased 635,120 shares for $25.2 million, with $9.8 million remaining authorized - Share Repurchase Program Expansion: Authorized amount expanded to **$35 million** on **February 8, 2023**[192](index=192&type=chunk) **Shares Repurchased (Cumulative through June 30, 2023):** | Metric | Value | | :----- | :------------ | | Shares Repurchased | 635,120 | | Total Cost | $25,156,986 | | % of Shares Outstanding (inception) | 23.3% | - Remaining Authorization: Approximately **$9.8 million** authorized under the program as of June 30, 2023[192](index=192&type=chunk) [Note 15. Subsequent Events](index=57&type=section&id=Note%2015.%20Subsequent%20Events) Management has evaluated subsequent events through the issuance date of the financial statements and found no additional events requiring disclosure or recognition beyond those already presented - No material subsequent events identified through the issuance date of the financial statements[196](index=196&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of the company's financial performance, liquidity, and capital resources, highlighting the impact of market conditions and regulatory requirements. It details investment activities, revenue and expense trends, and the status of debt obligations and share repurchase programs. The discussion also covers critical accounting policies and market risks [Forward-Looking Statements](index=58&type=section&id=Forward-Looking%20Statements) This section cautions readers that the report contains forward-looking statements subject to various risks and uncertainties, including market conditions, regulatory changes, and the impact of global events like the COVID-19 pandemic and the war in Ukraine. Actual results may differ materially from projections - Nature of Statements: Contains forward-looking statements related to future events, performance, or financial condition[200](index=200&type=chunk) - Key Risks: Introduction/timing of business initiatives, changes in economic/industry conditions, increased competition, legislative/regulatory actions, market access, legal proceedings, COVID-19 impact, and strategic alternatives[200](index=200&type=chunk) - Disclaimer: Actual results could differ materially due to "Risk Factors" and other uncertainties; no obligation to update[201](index=201&type=chunk)[202](index=202&type=chunk) [War in Ukraine](index=59&type=section&id=War%20in%20Ukraine) The war in Ukraine and associated sanctions have caused and could continue to cause significant market disruptions, potentially affecting portfolio companies in Europe or with Russian business ties, and thus materially impacting the company's business, financial condition, and results of operations - Impact: War in Ukraine and sanctions have caused and could continue to cause significant market disruptions[203](index=203&type=chunk) - Risk to Portfolio: Disruptions could affect portfolio companies' operations, especially those in Europe or with Russian business relationships[203](index=203&type=chunk) - Financial Impact: Potential material adverse effect on business, financial condition, and results of operations[203](index=203&type=chunk) [Interest Rate Environment](index=59&type=section&id=Interest%20Rate%20Environment) Rising interest rates, as seen in 2022, increase the company's cost of funds, potentially reducing net investment income. There's a risk that portfolio companies with floating-rate securities may struggle to pay escalating interest, leading to defaults, and rising rates could pressure the company to offer fixed-rate loans, further impacting net investment income - Rising Interest Rates Impact: Increases cost of funds, potentially reducing net investment income[205](index=205&type=chunk) - Portfolio Company Risk: Floating-rate portfolio companies may struggle to pay escalating interest, increasing default risk[206](index=206&type=chunk) - Investment Strategy Impact: May increase pressure to provide fixed-rate loans, adversely affecting net investment income if borrowing costs rise faster than fixed-rate income[206](index=206&type=chunk) [Overview](index=60&type=section&id=Overview) PhenixFIN Corporation is an internally-managed BDC and RIC, aiming for current income and capital appreciation through private and public company investments, primarily in debt and equity. It operates under an internalized management structure since January 2021 and must comply with BDC regulatory requirements, including asset coverage and investment diversification rules - Company Status: Internally-managed BDC and RIC, operating under an internalized management structure since **January 1, 2021**[208](index=208&type=chunk)[209](index=209&type=chunk) - Investment Objective: Generate current income and capital appreciation through loans, private equity, and other investments in privately-held and publicly-traded companies[210](index=210&type=chunk) - Regulatory Compliance: Must invest at least **70%** of total assets in "qualifying assets" and maintain an asset coverage ratio of at least **200%** (or **150%** if certain requirements are met)[211](index=211&type=chunk) [Reverse Stock Split; Authorized Share Reduction](index=60&type=section&id=Reverse%20Stock%20Split%3B%20Authorized%20Share%20Reduction) Effective July 24, 2020, the company implemented a 1-for-20 reverse stock split and reduced authorized common shares from 100 million to 5 million. Fractional shares were paid in cash. Since January 4, 2021, common stock trades on NASDAQ under "PFX" - Reverse Stock Split: **1-for-20** reverse stock split effective **July 24, 2020**[214](index=214&type=chunk) - Authorized Share Reduction: Authorized common shares reduced from **100 million** to **5 million**[214](index=214&type=chunk) - Trading Symbol: Common stock trades on NASDAQ Global Market under "PFX" since **January 4, 2021**[215](index=215&type=chunk) [Revenues](index=61&type=section&id=Revenues) The company generates revenue primarily from interest income on debt investments (fixed or floating rates, including PIK) and capital gains from equity interests. It targets investments in privately held companies with enterprise values between $25 million and $250 million, also earning commitment, origination, structuring, diligence, and administrative fees - Primary Revenue Sources: Interest income on debt (fixed or floating, including PIK) and capital gains on warrants/equity[216](index=216&type=chunk) - Target Investments: Privately held companies with enterprise/asset values between **$25 million** and **$250 million**, typically **$10 million** to **$50 million** investment sizes[216](index=216&type=chunk) - Other Revenue: Commitment, origination, structuring, diligence, managerial assistance, investment management, and consulting fees[216](index=216&type=chunk) [Expenses](index=61&type=section&id=Expenses) Since transitioning to an internalized management structure on January 1, 2021, the company directly bears all operating and transaction costs, including those for corporate existence, NAV calculation, investment monitoring, interest on debt, offerings, employee salaries, distributions, administration, custodial fees, taxes, director fees, SEC filings, insurance, office lease, and indemnification - Internalized Management (Post-Jan 1, 2021): Company directly bears all operating and transaction costs[217](index=217&type=chunk) - Key Expense Categories: Corporate existence, NAV calculation, investment monitoring, interest on debt, offerings, employee salaries, distributions, administration fees, custodial fees, taxes, independent director fees, SEC filings, insurance, office lease, and indemnification payments[217](index=217&type=chunk)[218](index=218&type=chunk) [2022 Long-Term Cash Incentive Plan](index=63&type=section&id=2022%20Long-Term%20Cash%20Incentive%20Plan) The company adopted the 2022 Long-Term Cash Incentive Plan (CIP) for performance-based cash awards to key employees, based on NAV and NAV per share goals over three-year periods (2022-2024 and 2023-2025). Accruals of $159,000 were recorded for these awards for the three and nine months ended June 30, 2023 - Plan Adoption: PhenixFIN 2022 Long-Term Cash Incentive Plan (CIP) adopted **May 9, 2022**[219](index=219&type=chunk) - Award Basis: Performance-based cash awards to key employees, based on NAV (**30%** weight) and NAV per share (**70%** weight) goals[220](index=220&type=chunk) - Performance Periods: 2022 LTIP Plan (**Jan 1, 2022 - Dec 31, 2024**) and 2023 LTIP Plan (**Jan 1, 2023 - Dec 31, 2025**)[220](index=220&type=chunk)[221](index=221&type=chunk) - Accrual: **$159,000** accrued for these awards for the three and nine months ended June 30, 2023[222](index=222&type=chunk) [Portfolio and Investment Activity](index=63&type=section&id=Portfolio%20and%20Investment%20Activity) As of June 30, 2023, the portfolio's fair market value increased to $218.7 million from $193.0 million at September 30, 2022. During the nine months ended June 30, 2023, the company received $39.8 million from sales/settlements and invested $49.3 million, recognizing $2.1 million in realized losses. The majority of the portfolio is rated '2' (performing within expectations) **Fair Market Value of Portfolio:** | Metric | June 30, 2023 (in millions) | Sept 30, 2022 (in millions) | | :----- | :-------------------------- | :-------------------------- | | Fair Market Value | $218.7 | $193.0 | | Change | +$25.7 | | | % Change | +13.3% | | **Investment Activity (Nine Months ended June 30, 2023):** | Metric | Value (in millions) | | :----- | :------------------ | | Proceeds from sales and settlements | $39.8 | | Investments made | $49.3 | | Net realized losses | $2.1 | **Portfolio Composition by Type (Fair Value):** | Investment Type | June 30, 2023 | Sept 30, 2022 | | :-------------------------- | :------------ | :------------ | | Senior Secured First Lien Term Loans | 48.0% | 45.6% | | Equity/Warrants | 50.5% | 52.1% | **Credit Rating Distribution (Fair Value, June 30, 2023):** | Rating | Fair Value (in thousands) | Percentage | | :----- | :------------------------ | :--------- | | 1 | $0 | 0.0% | | 2 | $192,660 | 88.1% | | 3 | $13,541 | 6.2% | | 4 | $5,524 | 2.5% | | 5 | $6,962 | 3.2% | - Income-Bearing Portfolio: **65.1%** of total portfolio (by cost) bore interest, with **81.3%** at floating rates and **18.7%** at fixed rates. Weighted average yield of **12.2%** on debt and other income-producing investments[226](index=226&type=chunk) [Results of Operations](index=65&type=section&id=Results%20of%20Operations) For the nine months ended June 30, 2023, the company reported a net increase in net assets from operations of $19.6 million, a significant improvement from a $1.5 million decrease in the prior year. This was driven by a substantial increase in total investment income and a positive shift in net unrealized gains on investments, despite an increase in total operating expenses **Net Increase (Decrease) in Net Assets from Operations (Nine Months):** | Metric | June 30, 2023 (in millions) | June 30, 2022 (in millions) | | :----- | :-------------------------- | :-------------------------- | | Net Increase (Decrease) | $19.6 | $(1.5) | | Change | +$21.1 | | **Total Investment Income (Nine Months):** | Metric | June 30, 2023 (in millions) | June 30, 2022 (in millions) | | :----- | :-------------------------- | :-------------------------- | | Total Investment Income | $14.5 | $10.4 | | Change | +$4.1 | | | % Change | +39.4% | | **Net Change in Unrealized Gains (Losses) on Investments (Nine Months):** | Metric | June 30, 2023 (in millions) | June 30, 2022 (in millions) | | :----- | :-------------------------- | :-------------------------- | | Net Change in Unrealized Gains (Losses) | $17.1 | $(18.2) | | Change | +$35.3 | | **Total Operating Expenses (Nine Months):** | Metric | June 30, 2023 (in millions) | June 30, 2022 (in millions) | | :----- | :-------------------------- | :-------------------------- | | Total Operating Expenses | $9.8 | $8.9 | | Change | +$0.9 | | | % Change | +10.1% | | - EPS (Nine Months): **$9.34** for June 30, 2023, compared to **$(0.61)** for June 30, 2022[247](index=247&type=chunk) [Financial Condition, Liquidity and Capital Resources](index=69&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from public offerings, credit facilities, and operations, with $10.9 million in cash and cash equivalents as of June 30, 2023. It maintains RIC tax treatment by distributing taxable income and adheres to a 200% asset coverage ratio. The share repurchase program was expanded to $35 million, with $9.8 million remaining. A new $50 million revolving credit facility was established, with $28.2 million outstanding - Cash and Cash Equivalents: **$10.9 million** as of June 30, 2023[250](index=250&type=chunk) - Asset Coverage Ratio: Must maintain at least **200%** (or **150%** if certain requirements are met) to comply with BDC regulations[251](index=251&type=chunk) - Share Repurchase Program: Expanded to **$35 million**, with **$9.8 million** remaining authorized as of June 30, 2023[252](index=252&type=chunk) - Credit Facility: **$50 million** revolving credit facility established **December 15, 2022**, with **$28.2 million** outstanding as of June 30, 2023[253](index=253&type=chunk) - 2023 Notes Redemption: All **$22.5 million** of 2023 Notes were redeemed on **January 17, 2023**, using Credit Facility funds[260](index=260&type=chunk) [Contractual Obligations and Off-Balance Sheet Arrangements](index=70&type=section&id=Contractual%20Obligations%20and%20Off-Balance%20Sheet%20Arrangements) As of June 30, 2023, the company had $2.9 million in unfunded commitments to four portfolio companies, a decrease from $6.0 million in the prior year. Its primary contractual obligations include the Revolving Credit Facility and 2028 Notes, totaling $85.7 million, and an operating lease obligation of $0.6 million **Unfunded Commitments:** | Metric | June 30, 2023 (in thousands) | Sept 30, 2022 (in thousands) | | :----- | :--------------------------- | :--------------------------- | | Total Unfunded Commitments | $2,941 | $6,028 | | Number of Portfolio Companies | 4 | 6 | **Payment Obligations (June 30, 2023, in thousands):** | Obligation | Total | | :------------------------ | :------------ | | Revolving Credit Facility | $(28,241,941) | | 2028 Notes | $(57,500,000) | | Operating Lease Obligation | $(572,627) | | Total Contractual Obligations | $(86,314,568) | [Distributions](index=72&type=section&id=Distributions) The company, as a RIC, aims to distribute substantially all taxable income to stockholders to avoid federal income tax, but may incur a 4% excise tax on undistributed income. No distribution payments were declared for the three and nine months ended June 30, 2023, contrasting with a special dividend in the prior year - RIC Tax Treatment: Requires timely distribution of at least **90%** of ICTI and net tax-exempt interest income[265](index=265&type=chunk) - Excise Tax: Subject to a **4%** U.S. federal excise tax on undistributed income if certain calendar year distribution requirements are not met[266](index=266&type=chunk) - Dividend Payments: No distribution payments declared for the three and nine months ended June 30, 2023[270](index=270&type=chunk) - Dividend Reinvestment Plan: Operates an "opt out" plan[269](index=269&type=chunk) [Financial Highlights Supplemental Data](index=74&type=section&id=Financial%20Highlights%20Supplemental%20Data) Supplemental data shows an average debt outstanding of $81.2 million for the nine months ended June 30, 2023, with an asset coverage ratio of 263.2%, well above the 200% minimum. The 2023 Notes were fully redeemed, while the 2028 Notes and Revolving Credit Facility constitute the current senior securities **Average Debt Outstanding (Nine Months):** | Metric | June 30, 2023 | Sept 30, 2022 | | :----- | :------------ | :------------ | | Average Debt Outstanding | $81,227,306 | $87,235,771 | - Asset Coverage Ratio: **263.2%** as of June 30, 2023, exceeding the **200%** minimum[275](index=275&type=chunk) **Senior Securities Outstanding (June 30, 2023):** | Security | Amount | | :------------------------ | :------------ | | 2023 Notes | $0 | | 2028 Notes | $57,500,000 | | Revolving Credit Facility | $28,241,941 | [Related Party Transactions](index=74&type=section&id=Related%20Party%20Transactions) The company's historical related party transactions include an expired investment management agreement with MCC Advisors and an expense support agreement. Currently, a formal business code of conduct and ethics governs conflicts of interest for covered officers, requiring disclosure and disinterested director approval - Historical Agreements: Investment Management Agreement with MCC Advisors (expired **Dec 31, 2020**) and Expense Support Agreement (expired **Dec 31, 2020**)[276](index=276&type=chunk) - Code of Conduct: Formal business code of conduct and ethics governs covered officers, requiring disclosure of conflicts of interest and approval by disinterested directors[277](index=277&type=chunk) [Critical Accounting Policies](index=75&type=section&id=Critical%20Accounting%20Policies) This section highlights critical accounting policies, including the valuation of portfolio investments, revenue recognition, non-accrual status, and federal income taxes. It emphasizes the subjective nature of fair value measurements, the accrual basis for income, and the requirements for maintaining RIC tax treatment [Valuation of Portfolio Investments](index=75&type=section&id=Valuation%20of%20Portfolio%20Investments) The company applies ASC 820 for fair value measurement, categorizing investments into a three-level hierarchy based on input observability. Most investments are Level 3, requiring significant management judgment and estimation using market and income approaches. The CFO, as Valuation Designee, oversees a multi-step valuation process with board oversight - Fair Value Standard: Follows ASC 820, categorizing investments into Level 1, 2, and 3 based on input observability[280](index=280&type=chunk)[281](index=281&type=chunk)[282](index=282&type=chunk) - Level 3 Investments: Valuations based on unobservable inputs, requiring significant management judgment and estimation using market and income approaches[282](index=282&type=chunk) - Valuation Process: Multi-step process involving Valuation Firms, Fair Value Personnel, and the Valuation Designee (CFO), with final review by the Board and Audit Committee[285](index=285&type=chunk) - Valuation Designee: Ellida McMillan, CFO, designated as the Board's valuation designee effective **September 8, 2022**[284](index=284&type=chunk) [Revenue Recognition](index=77&type=section&id=Revenue%20Recognition) The company recognizes investment transactions on a trade-date basis, accruing interest income (including PIK) adjusted for premiums/discounts. Fees are recognized when earned, and realized gains/losses are measured by the difference between disposition proceeds and amortized cost. Changes in fair value are reported as unrealized appreciation/depreciation - Investment Transactions: Accounted for on a trade-date basis[287](index=287&type=chunk) - Interest Income: Accrued, adjusted for amortization/accretion of premiums/discounts; PIK interest accrued if collectible[287](index=287&type=chunk) - Fees: Origination, closing, commitment fees recognized when transaction closes; other fees capitalized as deferred revenue and amortized. Prepayment penalties recorded upon receipt[287](index=287&type=chunk) - Realized/Unrealized Gains/Losses: Realized gains/losses measured by net proceeds vs. amortized cost; changes in fair value reported as net unrealized appreciation/depreciation[287](index=287&type=chunk) [Non-accrual](index=77&type=section&id=Non-accrual) Loans are placed on non-accrual status when principal and interest are 90+ days past due or collectability is doubtful, with accrued interest generally reversed. Interest received on non-accrual loans may be recognized as income or applied to principal based on management's judgment. As of June 30, 2023, six portfolio companies with a combined fair value of $7.0 million were on non-accrual status - Non-Accrual Criteria: Principal and interest **90+ days** past due or doubtful collectability[288](index=288&type=chunk) - Impact: Accrued interest generally reversed; interest received applied to income or principal based on judgment[288](index=288&type=chunk) - Non-Accrual Investments (June 30, 2023): Six portfolio companies with a combined fair value of approximately **$7.0 million** (**3.2%** of portfolio)[288](index=288&type=chunk) [Federal Income Taxes](index=77&type=section&id=Federal%20Income%20Taxes) The company maintains RIC tax treatment by meeting income and asset diversification requirements and distributing at least 90% of its taxable income. It is subject to a 4% excise tax on undistributed income if certain thresholds are not met. Taxable subsidiaries may generate income tax liabilities or assets from temporary differences - RIC Qualification: Requires meeting income/asset diversification and distributing at least **90%** of ICTI and net tax-exempt interest income[289](index=289&type=chunk) - Excise Tax: **4%** U.S. federal excise tax on undistributed income if distribution requirements are not met[289](index=289&type=chunk) - Taxable Subsidiaries: May generate income tax liabilities/assets from temporary differences, consolidated for GAAP but not tax purposes[290](index=290&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=77&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to financial market risks, particularly interest rate fluctuations, which affect funding costs and investment income. While it may use hedging instruments, none were engaged in for the periods reported. A significant portion of its income-bearing portfolio (77.1%) is floating-rate, making it sensitive to LIBOR and SOFR changes, with hypothetical scenarios showing substantial impacts on net assets from operations due to rate shifts - Market Risk Exposure: Primarily to changes in interest rates (LIBOR, SOFR)[291](index=291&type=chunk) - Hedging Activities: No hedging activities engaged in for the three and nine months ended June 30, 2023[291](index=291&type=chunk) - Floating Rate Investments: **77.1%** of income-bearing investment portfolio bore interest based on floating rates as of June 30, 2023[292](index=292&type=chunk) **Hypothetical Interest Rate Impact (June 30, 2023, in thousands):** | Change in Interest Rates | Net Increase/(Decrease) | | :----------------------- | :---------------------- | | Up 300 basis points | $5,300 | | Up 200 basis points | $3,500 | | Up 100 basis points | $1,800 | | Down 100 basis points | $(1,800) | | Down 200 basis points | $(3,500) | | Down 300 basis points | $(5,300) | [Item 4. Controls and Procedures](index=78&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2023. No material changes in internal controls over financial reporting occurred during the quarter [Evaluation of Disclosure Controls and Procedures](index=78&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2023, concluding they were effective - Effectiveness: Disclosure controls and procedures were effective as of **June 30, 2023**[294](index=294&type=chunk) [Changes in Internal Controls Over Financial Reporting](index=78&type=section&id=Changes%20in%20Internal%20Controls%20Over%20Financial%20Reporting) No material changes in internal controls over financial reporting occurred during the quarter ended June 30, 2023 - No material changes in internal controls over financial reporting during the quarter[295](index=295&type=chunk) Part II. Other Information This section provides additional disclosures beyond the financial statements, covering legal proceedings, updated risk factors, and other required information such as unregistered sales, defaults, mine safety, and exhibits [Item 1. Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) The company is occasionally involved in legal proceedings and claims incidental to its business and is subject to extensive regulation, which may result in regulatory proceedings. Currently, there are no material legal proceedings beyond those described - Legal Involvement: Involved in various legal proceedings, lawsuits, and claims incidental to business[297](index=297&type=chunk) - Regulatory Scrutiny: Subject to extensive regulation, potentially leading to regulatory proceedings[297](index=297&type=chunk) - Current Status: No currently material legal proceedings[297](index=297&type=chunk) [Item 1A. Risk Factors](index=79&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors from the annual report, emphasizing risks related to the inability to pay or grow distributions, regulatory constraints on capital raising (BDC asset coverage), and restrictions imposed by debt indentures and credit facilities. It also highlights current environmental risks such as capital market disruptions, economic uncertainty, geopolitical events (War in Ukraine), and concentration in specific economic sectors like business services - Distribution Risk: No assurance of paying or growing distributions, affected by investment results, asset coverage, and BDC regulations[299](index=299&type=chunk) - Capital Raising Constraints: BDC regulations limit senior securities issuance to maintain at least **200%** asset coverage (**263.2%** as of June 30, 2023). Failure to meet this could force liquidation[300](index=300&type=chunk) - Debt Indenture Restrictions: 2028 Notes indenture restricts additional indebtedness if asset coverage falls below **200%** and limits cash dividends/distributions under similar conditions[301](index=301&type=chunk) - Credit Facility Restrictions: Credit Facility imposes covenants (e.g., on additional indebtedness, liens, investments, restricted payments, minimum stockholders' equity, asset-to-indebtedness ratio) and events of default that could require immediate repayment, impacting liquidity[303](index=303&type=chunk) - Current Environment Risks: Capital market disruptions, economic uncertainty (COVID-19 impact), geopolitical events (War in Ukraine), and increased risk of disputes/litigation[304](index=304&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk) - Sector Concentration Risk: Significant exposure to specific sectors (e.g., Services: Business, including asset-based lending business, which constituted **14.7%** of total assets as of June 30, 2023), making the company vulnerable to adverse developments in those sectors[312](index=312&type=chunk)[313](index=313&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=84&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) None - No unregistered sales of equity securities or use of proceeds to report[314](index=314&type=chunk) [Item 3. Defaults Upon Senior Securities](index=84&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None - No defaults upon senior securities to report[315](index=315&type=chunk) [Item 4. Mine Safety Disclosures](index=84&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) None - No mine safety disclosures to report[316](index=316&type=chunk) [Item 5. Other Information](index=84&type=section&id=Item%205.%20Other%20Information) None - No other information to report[317](index=317&type=chunk) [Item 6. Exhibits](index=84&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, indentures, agreements, and certifications, providing a comprehensive record of supporting legal and financial documentation - Lists various exhibits, including Certificate of Incorporation, Bylaws, Indentures, Custody Agreement, Dividend Reinvestment Plan, Settlement Term Sheet, Governance Agreement, Standstill Agreement, Servicing Agreements, Long Term Cash Incentive Plan, Code of Ethics, List of Subsidiaries, and Certifications[318](index=318&type=chunk)[319](index=319&type=chunk)[321](index=321&type=chunk) [SIGNATURES](index=87&type=section&id=SIGNATURES) The report is duly signed on behalf of PhenixFIN Corporation by David Lorber, Chief Executive Officer, and Ellida McMillan, Chief Financial Officer, as of August 10, 2023 - Signatories: David Lorber (CEO) and Ellida McMillan (CFO)[325](index=325&type=chunk) - Date: **August 10, 2023**[324](index=324&type=chunk)

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35040 PHENIXFIN CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or (Exact Name of Registrant as Specified in its Charter) | Delaware | 27-4576073 | | --- | --- | | (State or Other J ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35040 PHENIXFIN CORPORATION (Exact Name of Registrant as Specified in its Charter) | Delaware | 27-4576073 | | --- | --- | | (State or Othe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-35040 PHENIXFIN CORPORATION (Exact Name of Registrant as Specified in its Charter) | Delaware | 27-4576073 | | --- | --- | | (State or Other Juris ...