Item 2.02 Results of Operations and Financial Condition.
On February 16, 2021, PhenixFIN Corporation issued a press release announcing
its financial results for the quarter ended December 31, 2020. The press release
is included as Exhibit 99.1 to this Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Following the internalization of its management, effective January 1, 2021,
PhenixFIN Corporation (the "Company") reviewed certain provisions in its Bylaws
and Charter, including provisions relating to the size of the Board of Directors
of the Company (the "Board") and procedures for the removal of directors. On and
effective February 10, 2021, the Board approved an amendment to the Bylaws of
the Company (the "Amendment"). The Amendment serves first to decrease the size
of the Board from seven members to five members (as before, subject to
determination from time to time by the shareholders of the Company). Second,
the amendment allows for the removal of directors for cause by affirmative vote
of the holders of a majority of the capital stock entitled to vote at an
election of directors. This second amendment is made without any admission of
legal necessity, causation or liability with respect to the action recently
filed in the Delaware Court of Chancery by purported stockholders of the Company
alleging the previous provision in the Bylaws providing for a vote by holders of
75% of the capital stock entitled to vote to remove a director for cause is
inconsistent with the Delaware General Corporate Law.
The above description of the modifications to the Bylaws of the Company does not
purport to be a complete statement of such modifications. Such description is
qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 3.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendment No. 3 to the Bylaws of PhenixFIN Corporation, effective
February 10, 2021.
99.1 Press Release dated February 16, 2021
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