Securities Registration (section 12(b)) (8-a12b)
16 Novembro 2021 - 8:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PHENIXFIN
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
27-4576073
|
|
(State
of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
445
Park Avenue, 10th Floor
|
|
|
|
New
York, NY
|
|
10022
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
|
Name
of each exchange on which
|
|
to
be so registered
|
|
each
class is to be registered
|
|
5.25%
Notes due 2028
|
|
The
Nasdaq Stock Market LLC
|
If this form
relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form
relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) or (e), check the following box. ☐
If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities
Act registration statement file number to which this form relates:
333-258913
Securities
to be registered pursuant to Section 12(g) of the Act:
None
|
|
Item 1.
|
Description
of Registrant’s Securities to be Registered.
|
The
description of the 5.25% notes due 2028 (the “Notes”) of PhenixFIN Corporation, a Delaware corporation (the “Registrant”),
is incorporated by reference to the information set forth under the caption “Description of the Notes” in the prospectus
supplement dated November 9, 2021 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in the form in which
it was filed with the Securities and Exchange Commission on November 12, 2021. The prospectus supplement supplements the prospectus contained
in the Registrant’s registration statement on Form N-2 (File No. 333-258913), which was initially filed with the
Securities and Exchange Commission on August 19, 2021 and became effective on October 19, 2021. The Notes have been approved for listing
on the Nasdaq Global Market under the symbol “PFXNZ.”
Pursuant
to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this
Registration Statement:
|
Number
|
|
Exhibit
|
|
|
|
|
|
3.1
|
|
Certificate of Incorporation (Incorporated by reference to Exhibit 99.A.3 to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed on July 13, 2020).
|
|
|
|
|
|
3.3
|
|
Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed December 28, 2020).
|
|
|
|
|
|
3.4
|
|
Form of Bylaws (Incorporated by reference to Exhibit 99.B.3 to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).
|
|
|
|
|
|
3.5
|
|
Amendment No. 1 to Bylaws (Incorporated by reference to the Current Report on Form 8-K filed February 7, 2019).
|
|
|
|
|
|
3.6
|
|
Amendment No. 2 to Bylaws (Incorporated by reference to the Current Report on Form 8-K filed December 28, 2020).
|
|
|
|
|
|
3.7
|
|
Amendment No. 3 to the Bylaws of PhenixFIN Corporation, effective February 10, 2021 (Incorporated by reference to the Current Report on Form 8-K filed February 16, 2021.
|
|
|
|
|
|
4.1
|
|
Form of Stock Certificate (Incorporated by reference to Exhibit 99.D to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-166491), filed on November 23, 2010).
|
|
|
|
|
|
4.2
|
|
Indenture, dated February 7, 2012, between Medley Capital Corporation and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 99.D.2 to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-179237), filed on February 13, 2012).
|
|
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated March 18, 2013, relating to the 6.125% Notes due 2023, between Medley Capital Corporation and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 99.D.4 to the Registrant’s Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No. 333-179237), filed on March 15, 2013).
|
|
|
|
|
|
4.4
|
|
Form of Global Note with respect to the 6.125% Notes due 2023, incorporated by reference to Exhibit 4.3 hereto.
|
|
|
|
|
|
4.5
|
|
Fourth Supplemental Indenture, dated November 15, 2021, relating to the 5.25% Notes due 2028, between PhenixFIN Corporation and U.S. Bank National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 814-00818), filed November 15, 2021
|
|
|
|
|
|
4.6
|
|
Form of Global Note with respect to the 5.25% Notes due 2028, incorporated by reference to Exhibit 4.5 hereto.
|
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
|
Date: November 15, 2021
|
PHENIXFIN CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ David Lorber
|
|
|
|
Name: David Lorber
|
|
|
|
Title: Chief Executive Officer
|
PhenixFIN (NASDAQ:PFX)
Gráfico Histórico do Ativo
De Fev 2025 até Mar 2025
PhenixFIN (NASDAQ:PFX)
Gráfico Histórico do Ativo
De Mar 2024 até Mar 2025
