Current Report Filing (8-k)
2023年3月4日 - 6:01AM
Edgar (US Regulatory)
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2023-02-27
2023-02-27
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2023-02-27
2023-02-27
0001490349
PFX:Sec5.25NotesDue2028Member
2023-02-27
2023-02-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 27, 2023
PHENIXFIN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
814-00818 |
|
27-4576073 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission file number) |
|
(I.R.S. employer
identification no.) |
445
Park Avenue, 10th Floor, New York, NY |
|
10022 |
(Address of principal executive offices) |
|
(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 |
5.25% Notes due 2028 |
|
PFXNZ |
|
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 4.01 | Changes in Registrant's Certifying Accountant. |
| (a) | Dismissal of independent registered public accounting
firm |
On February 27, 2023, the board of
directors (the “Board”) of PhenixFIN Corporation (the “Company”) dismissed Ernst & Young LLP as the Company’s
independent registered public accounting firm. The Board’s decision to dismiss Ernst & Young LLP was recommended by the audit
committee of the Board.
The audit reports of Ernst & Young
LLP on the Company's consolidated financial statements as of and for the fiscal years ended September 30, 2021 and 2022 did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended September 30, 2021 and 2022 and the subsequent period preceding February 27, 2023, there were no disagreements
with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Ernst & Young LLP, would have caused it to make reference to the subject
matter of such disagreements in connection with its reports, nor were there any “reportable events”, as such term is described
in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company provided Ernst & Young
LLP with a copy of this Form 8-K prior to its filing with the SEC and requested that Ernst & Young LLP provide the Company with a
letter addressed to the SEC stating whether it agrees with the above statements. A copy of Ernst & Young LLP’s letter dated
March 3, 2023 is filed as an exhibit to this Form 8-K.
| (b) | Appointment of new independent registered public accounting
firm |
On February 27, 2023, upon the
recommendation of the audit committee, the Board approved the appointment of KPMG LLP to serve as the Company’s independent
registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending
September 30, 2023.
During the fiscal years ended September 30, 2021
and 2022 and through February 27, 2023, neither the Company nor any person on its behalf has consulted with KPMG LLP with respect to either
(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial statements or (ii) any matter that was either the subject of a “disagreement”
or a “reportable event” as such terms are described in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K
promulgated under the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. |
|
Description |
16.1 |
|
Letter of Ernst & Young LLP |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 3, 2023 |
PHENIXFIN CORPORATION |
|
/s/ David Lorber |
|
Name: David Lorber |
|
Title: Chief Executive Officer |
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