10-K/A 1 brhc10047185_10ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-K/A

Amendment No. 1

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2022

☐	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 Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

445 Park Avenue, 10^th Floor New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

(212) 859-0390

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	PFX	NASDAQ Global Market
5.25% Notes due 2028	PFXNZ	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant as of March 31, 2022 was $56,942,379. The Registrant had 2,097,216.253 shares of common stock, $0.001 par value, outstanding as of January 26, 2023.

TABLE OF CONTENTS

	Page
Explanatory Note	1

PART III

Item 10. Directors, Executive Officers and Corporate Governance	1

Item 11. Executive Compensation	7

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13

Item 13. Certain Relationships and Related Transactions, and Director Independence	14

Item 14. Principal Accountant Fees and Services	15

Part IV

Item 15. Exhibits	16

Name, Address, and Age⁽¹⁾	Position(s) Held with Company	Terms of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships Held by Director

Interested Directors
David A. Lorber, 44	Chairman Chief Executive Officer	Class I Director since 2019; Term expires 2024	Chairman and Chief Executive Officer of the Company; Co-Founder, Director, Managing Member, and Portfolio Manager of FrontFour Capital; Co-Founder and Principal of FrontFour Capital Corp.	Director of FrontFour Capital and GSR II Meteora Acquisition Corp.

Independent Directors
Arthur S. Ainsberg, 76	Director	Class II Director, since 2011; Term expires 2025	President of Ainsberg Associates	Former director of AG Mortgage Investment Trust; Nomura Securities International, Inc.; Nomura Global Financial Products, Inc.; Nomura Holding America, Inc.; and National Financial Partners Corporation
Howard Amster, 75	Director	Class I Director since 2020; Term expires 2024	President, Pleasant Lake Apts. Corp. (since 1992); Principal and registered representative, investment advisor and financial options and operations principal, Ramat Securities Ltd. (since 1998); Registered Representative, McDonald Partners LLC (2015-July 2020).	Director, Novation Companies, Inc.; Director and member of the Executive Committee of Horizon Group Properties, Inc.
Karin Hirtler-Garvey, 66	Director	Class III Director since 2011; Term expires 2023	See “Other Directorships Held by Director”	Director of ProSight Global Inc.; USAA Federal Savings Bank; VA Capital Management; and Victory Capital Management. Previously director of ARO Liquidation Inc., the successor company to Aeropostale, Inc.; Aeropostale Inc.; Validus Holdings Ltd.; StarStone and Western World Insurance Group
Lowell W. Robinson, 74	Director	Class III Director since 2019; Term expires 2023	See “Other Directorships Held by Director”	Director of the New York Academy of Science; The Jones Group, Inc. Former director of Starboard Value Acquisition Corporation; Aratana Therapeutics, Inc.; EVINE Live Inc. (formerly ShopHQ); Higher One Holdings, Inc.; Barnes and Noble Education.

Name, Address, and Age⁽¹⁾	Position(s) Held with Company	Principal Occupation(s) During Past 5 Years

Ellida McMillan, 55	Chief Financial Officer	Chief Financial Officer and Chief Operating Officer (April 2017 – February 2020) and Chief Accounting Officer, Secretary and Treasurer (November 2013 – April 2017) of Alcentra Capital Corporation.

Name and Principal Position	Year⁽¹⁾	Salary⁽²⁾		Bonus⁽³⁾		Total
David A. Lorber Chairman of the Board of Directors and Chief Executive Officer	2022	$	495,000.00	$	686,921.00	$	1,181,921.00
Ellida McMillan Chief Financial Officer	2022	$	350,000.00	$	264,928.00	$	614,928.00

Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Total
Interested Directors
David Lorber⁽³⁾	$	-		-	$	-
Independent Directors
Arthur S. Ainsberg	$	211,000		-	$	211,000
Howard Amster	$	144,000		-	$	144,000
Karin Hirtler-Garvey	$	186,500		-	$	186,500
Lowell W. Robinson	$	170,500		-	$	170,500

Compensation Type	Dollar Amount
Annual Retainers
All Independent Directors	$	100,000
Lead Independent Director	$	30,000
Audit Committee Chair	$	25,000
Compensation Committee Chair	$	15,000
Nominating and Corporate Governance Committee Chair	$	15,000
Other Audit Committee Members	$	12,500
Other Compensation Committee Members	$	8,000
Other Nominating and Corporate Governance Committee Members	$	8,000

Per Meeting Fees
Board	$	3,000
Committee	$	2,500

Name and Address of Beneficial Owner	Number of Shares Owned Beneficially			Percentage of Class(1)
Interested Director
David A. Lorber		169,721.416	⁽²⁾		8.1	%
Independent Directors
Arthur S. Ainsberg		1,000			*	%
Howard Amster		234,802	⁽³⁾		11.2	%
Karin Hirtler-Garvey		1,000			*	%
Lowell W. Robinson		1,000			*	%
Executive Officer
Ellida McMillan.		761			*	%
All executive officers and directors as a group (6 persons)		408,284.416			19.5	%

Name of Director		Dollar Range of Equity Securities Beneficially Owned⁽¹⁾⁽²⁾
Interested Director
David A. Lorber		over $100,000
Independent Directors
Arthur S. Ainsberg		$10,001-$50,000
Howard Amster		over $100,000
Karin Hirtler-Garvey		$10,001-$50,000
Lowell W. Robinson		$10,001-$50,000

	Fiscal Year Ended September 30, 2022		Fiscal Year Ended September 30, 2021
Audit Fees	$	642	$	670
Audit Related Fees		-		-
Tax Fees		90		65
All Other Fees		-		-
	$	732	$	735

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

	PhenixFIN Corporation

	By	/s/ David Lorber
		David Lorber
		Chief Executive Officer
		(Principal Executive Officer)

SEC Form 10-K/A filed by PhenixFIN Corporation (Amendment)