8-K
PhenixFIN Corp (PFX)
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 16, 2021
PHENIXFIN CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 814-00818 | 27-4576073 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission file number) | (I.R.S. employer<br><br> <br>identification no.) |
| 445 Park Avenue, 9^th^ Floor,<br><br> New York, NY<br><br> <br>(Address of principal executive offices) | 10022<br><br> <br>(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 |
| 6.125% Notes due 2023 | PFXNL | 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 8.01 | Other Events. |
|---|---|
| On March 16, 2021, PhenixFIN Corporation (the “Company”) issued a press release disclosing its entry into a Rule 10b5-1 Purchase Plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Securities Exchange Act<br> of 1934, as amended. A copy of the Company’s press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. | |
| --- | |
| Item 9.01 | Financial Statements and Exhibits. |
| --- | --- |
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 16, 2021 |
| --- | --- |
-2-
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 16, 2020 | PHENIXFIN CORPORATION |
|---|---|
| /s/ David Lorber | |
| Name: David Lorber | |
| Title: Chief Executive Officer |
-3-
PHENIXFIN CORPORATION ADOPTS 10b5-1 PURCHASE PLAN
NEW YORK, March 16, 2021 (GLOBE NEWSWIRE) – PhenixFIN Corporation (NASDAQ: PFX) (“PhenixFIN” or the “Company”) announced today that it has entered into a 10b5-1 Purchase Plan that qualifies for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Plan”). Pursuant to the Plan, an independent broker will make purchases of shares of the common stock (the “Shares”) of the Company, an internally managed business development company, on the open market on behalf of the Company in accordance with purchase guidelines specified in the Plan.
The Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. Under the Plan, pursuant to the Plan guidelines, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume limitations. The timing and amount of any stock repurchases depend on the terms and conditions of the Plan, the market price of the common stock, trading volumes and market conditions. There can be no assurance that any amount of common stock will be repurchased. The Company may, in compliance with applicable law, modify or terminate the Plan at any time.
Unless otherwise terminated, the Plan will be in effect through May 14, 2022, subject to certain conditions.
About PhenixFIN Corporation
PhenixFIN is a Business Development Company traded on the NASDAQ Global Market that provides long-term debt and equity capital to fund growth, acquisitions and recapitalizations of companies in a variety of industries. For additional information about PhenixFIN, please visit PhenixFIN’s website at www.phenixfc.com.
For PhenixFIN investor relations, please call 212-859-0390. For media inquiries, please contact info@phenixfc.com.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements,” which relate to future events or the Company’s future performance or financial condition. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in the Company’s filings with the Securities and Exchange Commission. There can be no assurance that the Company will repurchase any amount of shares pursuant to the Plan. The Company assumes no obligation to update any such forward-looking statements. The Company undertakes no duty to update any forward-looking statements made herein.