Item 1.01 Entry Into a Material Definitive Agreement.

On November 9, 2021, PhenixFIN Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale of $50.0 million aggregate principal amount of the Company's 5.25% Notes due 2028 (the "Offering"). The Company has also granted the underwriters a 30-day option to purchase up to an additional $7.5 million aggregate principal amount of the 5.25% Notes due 2028 to cover overallotments, if any. The closing of the Offering is expected to occur on November 15, 2021, subject to customary closing conditions.

The Offering is being made pursuant to the Company's effective shelf registration statement on Form N-2 (Registration No. 333-258913) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated November 8, 2021, the pricing term sheet dated November 9, 2021 and a final prospectus supplement dated November 9, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The description above is only a summary of the material provisions of the Underwriting Agreement and is qualified in its entirety by reference to a copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits




Exhibit No.   Description
1.1             Underwriting Agreement, dated November 9, 2021, by and between
              PhenixFIN Corporation and Oppenheimer & Co. Inc., as representative of
              the several underwriters named therein.




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