What changed in this filing

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Item 9A. Controls and Procedures

2023-12-22 compared with 2022-12-16 · 120 added, 114 removed, 56 unchanged (81% of the section changed)

Controls and Procedures

(a) Evaluation

of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer

and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022.

term “disclosure controls and procedures”

is defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934 (the “Exchange Act”), as amended.

Based on the evaluation of our disclosure controls and procedures as of September

30, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures

were effective.

(b) Management’s

Report on Internal Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act).

Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness

of our internal controls over financial reporting based on the criteria established in Internal Control—Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our management’s evaluation

under the framework in Internal Control—Integrated Framework , management concluded that our internal controls over financial

reporting were effective as of September 30, 2022.

Because of its inherent limitations, internal

controls over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting

(as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our

internal controls over financial reporting.

Evaluation of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our

disclosure controls and procedures as of September 30, 2023.

The term “disclosure controls and procedures” is defined under

Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended.

Based on the evaluation

of our disclosure controls and procedures as of September 30, 2023, our Chief Executive Officer and Chief Financial Officer concluded

that, as of such date, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act).

Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management

conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the criteria established in Internal

Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

our management’s evaluation under the framework in Internal Control—Integrated Framework , management concluded that

our internal controls over financial reporting were effective as of September 30, 2023.

of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls Over Financial Reporting

were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially

affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Other Information

Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

The information required by Item 10 is hereby

incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the

Securities and Exchange Commission within 120 days following the end of our fiscal year ended September 30, 2022.

information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting

of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year ended September

Executive Compensation

The information required by Item 11 is hereby

incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the

Securities and Exchange Commission within 120 days following the end of our fiscal year ended September 30, 2022.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The information required by Item 12 is hereby

incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the

Securities and Exchange Commission within 120 days following the end of our fiscal year ended September 30, 2022.

Certain Relationships and Related

Transactions, and Director Independence

The information required by Item 13 is hereby

incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the

Securities and Exchange Commission within 120 days following the end of our fiscal year ended September 30, 2022.

information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting

of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year ended September

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting

of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year ended September

Certain Relationships and Related Transactions, and Director Independence

information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting

of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year ended September

Principal Accountant Fees and Services

The information required by Item 14 is hereby

incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the

Securities and Exchange Commission within 120 days following the end of our fiscal year ended September 30, 2022.

information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2024 Annual Meeting

of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year ended September

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual

The following financial statements are set forth in Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Assets and Liabilities as of September 30, 2022 and 2021

Consolidated Statements of Operations for the years ended September 30, 2022, 2021 and 2020

Consolidated Statements of Changes in Net Assets for the years ended September 30, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended September 30, 2022, 2021 and 2020

Consolidated Schedules of Investments as of September 30, 2022 and 2021

Notes to Consolidated Financial Statements

(b) Exhibits:

of Incorporation (Incorporated by reference to Exhibit 99.A.3 to the Registrant’s Pre-effective Amendment No.

The following documents are filed as part of this Annual Report:

The following

financial statements are set forth in Item 8:

Reports of Independent Registered Public Accounting Firms (PCAOB ID 185 and PCAOB ID 42) F-2

Consolidated Statements of Assets and Liabilities as of September 30, 2023 and 2022 F-4

Consolidated Statements of Operations for the years ended September 30, 2023, 2022 and 2021 F-5

Consolidated Statements of Changes in Net Assets for the years ended September 30, 2023, 2022 and 2021 F-6

Consolidated Statements of Cash Flows for the years ended September 30, 2023, 2022 and 2021 F-7

Consolidated Schedules of Investments as of September 30, 2023 and 2022 F-8

Notes to Consolidated Financial Statements F-19

of Incorporation (Incorporated by reference to Exhibit 99.A.3 to the Registrant’s Pre-effective Amendment No.

3 to the Registration

1 unchanged sentence

333-166491), filed on November 23, 2010).

Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed on July 13, 2020).

Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed December 28, 2020).

of Bylaws (Incorporated by reference to Exhibit 99.B.3 to the Registrant’s Pre-effective Amendment No.

of Amendment to the Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed on July 13, 2020).

of Amendment to Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed December 28, 2020).

of Bylaws (Incorporated by reference to Exhibit 99.B.3 to the Registrant’s Pre-effective Amendment No.

3 to the Registration

1 unchanged sentence

333-166491), filed on November 23, 2010).

Amendment No.

1 to Bylaws (Incorporated by reference to the Current Report on Form 8-K filed February 7, 2019).

Amendment No.

2 to Bylaws (Incorporated by reference to the Current Report on Form 8-K filed December 28, 2020).

Amendment No.

3 to the Bylaws (Incorporated by reference to the Current Report on Form 8-K filed February 16, 2021.)

of Stock Certificate (Incorporated by reference to Exhibit 99.D to the Registrant’s Pre-effective Amendment No.

3 to the Registration

3 unchanged sentences

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.

filed on February 13, 2012).

First Supplemental Indenture, dated March 21, 2012, 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.

2 to the Registration Statement on Form N-2 (File No.

Supplemental Indenture, dated March 21, 2012, 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.

2 to the Registration Statement on Form N-2

333-179237), filed on March 21, 2012).

Second Supplemental Indenture, dated March 18, 2013, 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.

Supplemental Indenture, dated March 18, 2013, 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

333-179237), filed on March 15, 2013).

Third Supplemental Indenture, dated December 17, 2015, between Medley Capital Corporation and U.S.

Bank National Association, as Trustee (Incorporated by reference to Exhibit 99.D.6 to the Registrant’s Post-Effective Amendment No.

11 to the Registration Statement on Form N-2 (File No.

Supplemental Indenture, dated December 17, 2015, between Medley Capital Corporation and U.S.

Bank National Association, as Trustee

(Incorporated by reference to Exhibit 99.D.6 to the Registrant’s Post-Effective Amendment No.

11 to the Registration Statement

on Form N-2 (File No.

333-187324), filed December 17, 2015).

of PhenixFIN Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated

by reference to the Registrant’s Pre-Effective Amendment No.

Supplemental Indenture, dated November 15, 2021, between PhenixFIN Corporation and U.S.

Bank National Association, as Trustee (Incorporated

by reference to the Current Report on Form 8-K filed November 15, 2021)

of PhenixFIN Corporation’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated

by reference to the Registrant’s Pre-Effective Amendment No.

1 to the Registration Statement on Form N-2 (File No.

filed on October 15, 2021.

of Custody Agreement (Incorporated by reference to Exhibit 99.J.1 to the Registrant’s Pre-effective Amendment No.

Registration Statement on Form N-2 (File No.

333-166491), filed on November 23, 2010).

Form of Dividend Reinvestment Plan (Incorporated by reference to Exhibit 99.E to the Registrant’s Pre-effective Amendment No.

of Dividend Reinvestment Plan (Incorporated by reference to Exhibit 99.E to the Registrant’s Pre-effective Amendment No.

to the Registration Statement on Form N-2 (File No.

333-166491), filed on November 23, 2010).

Settlement Term Sheet, dated April 15, 2019 (Incorporated by reference to the Current Report on Form 8-K, filed on April 17, 2019).

Stipulation of Settlement, dated July 29, 2019, by and among Medley Capital Corporation, Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin Hirtler-Garvey, John E.

Term Sheet, dated April 15, 2019 (Incorporated by reference to the Current Report on Form 8-K, filed on April 17, 2019).

of Settlement, dated July 29, 2019, by and among Medley Capital Corporation, Brook Taube, Seth Taube, Jeff Tonkel, Mark Lerdal, Karin

Hirtler-Garvey, John E.

Mack, Arthur S.

Ainsberg, Medley Management Inc., MCC Advisors LLC, Medley LLC and Medley Group LLC, on the one hand, and FrontFour Capital Group LLC and FrontFour Master Fund, Ltd., on behalf of themselves and a class of similarly situated stockholders of Medley Capital Corporation, on the other hand, in connection with the action styled In re Medley Capital Corporation Stockholder Litigation, Cons.

Ainsberg, Medley Management Inc., MCC Advisors LLC, Medley LLC and Medley Group LLC, on the

one hand, and FrontFour Capital Group LLC and FrontFour Master Fund, Ltd., on behalf of themselves and a class of similarly situated

stockholders of Medley Capital Corporation, on the other hand, in connection with the action styled In re Medley Capital Corporation

Stockholder Litigation, Cons.

2019-0100-KSJM (Incorporated by reference to the Current Report on Form 8-K, filed on August

Governance Agreement, dated July 29, 2019, by and among, Medley Capital Corporation, on the one hand, and FrontFour Capital Group LLC, FrontFour Master Fund, Ltd., FrontFour Capital Corp., FrontFour Opportunity Fund, David A.

Agreement, dated July 29, 2019, by and among, Medley Capital Corporation, on the one hand, and FrontFour Capital Group LLC, FrontFour

Master Fund, Ltd., FrontFour Capital Corp., FrontFour Opportunity Fund, David A.

Lorber, Stephen E.

Loukas and Zachary R.

George, on the other hand (Incorporated by reference to the Current Report on Form 8-K, filed on August 2, 2019).

Standstill Agreement, dated as of August 19, 2020, by and between the Medley Capital Corporation and Howard Amster and the other persons and entities identified therein (Incorporated by reference to the Current Report on Form 8-K filed on August 21, 2020).

Fund Accounting Servicing Agreement, dated November 19, 2020, by and between Medley Capital Corporation and U.S.

Bancorp Fund Services, LLC (Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed on December 11, 2020).

Administration Servicing Agreement, dated November 19, 2020, by and between Medley Capital Corporation and U.S.

Bancorp Fund Services, LLC (Incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed on December 11, 2020).

Services Agreement, dated August 9, 2022,

by and between PhenixFIN Corp.

on the other hand (Incorporated by reference to the Current Report on Form 8-K, filed on August 2, 2019).

Agreement, dated as of August 19, 2020, by and between the Medley Capital Corporation and Howard Amster and the other persons and

entities identified therein (Incorporated by reference to the Current Report on Form 8-K filed on August 21, 2020).

Accounting Servicing Agreement, dated November 19, 2020, by and between Medley Capital Corporation and U.S.

Bancorp Fund Services,

LLC (Incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed on December 11, 2020).

Administration

Servicing Agreement, dated November 19, 2020, by and between Medley Capital Corporation and U.S.

Bancorp Fund Services, LLC (Incorporated

by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed on December 11, 2020).

Services Agreement, dated August 9, 2022, by and between PhenixFIN Corp.

and SS&C Technologies, Inc.

Loan Administration and Custodial Agreement, dated September 12, 2022 by and between

PhenixFIN Corp.

(Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on December 16, 2022).

Loan Administration and Custodial Agreement, dated September 12, 2022 by and between PhenixFIN Corp.

and Computershare Trust Company, N.A.

Credit Agreement, dated December 15, 2022 by and between PhenixFIN Corporation and Woodforest National Bank

Pledge and Security Agreement, dated December 15, 2022 by and between PhenixFIN Corporation and Woodforest National Bank

Code of Ethics & Insider Trading Policy of the Registrant (Incorporated by reference to Exhibit 99.R to the Registrant’s Registration Statement on Form N-2 (File No.

(Incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed on December 16, 2022).

Credit Agreement, dated December 15, 2022 by and between PhenixFIN Corporation and Woodforest National Bank (Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed on December 16, 2022).

Pledge and Security Agreement, dated December 15, 2022 by and between PhenixFIN Corporation and Woodforest National Bank (Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed on December 16, 2022).

of Ethics & Insider Trading Policy of the Registrant (Incorporated by reference to Exhibit 99.R to the Registrant’s Registration

Statement on Form N-2 (File No.

333-258913), filed on August 19, 2021.

List of Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Quarterly Report on Form 10-Q filed on February 10, 2022)

of Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Quarterly Report on Form 10-Q filed on February 10, 2022)

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

1 unchanged sentence

Certification of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.

Notice of Redemption to the Holders of the 6.125% Senior Notes due 2023, dated December 15, 2022

Notice of Redemption to the Holders of the 6.125% Senior Notes due 2023, dated December 15, 2022 (Incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K filed on December 16, 2022).

FlexFIN, LLC Audited Financial Statements for the Year Ended September 30, 2023

* Filed herewith.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf

by the undersigned, thereunto duly authorized.

PhenixFIN Compensation Clawback Policy and Procedures

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (Embedded within the

Inline XBRL document and included in Exhibit 101)

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report

on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

December 22, 2023

PhenixFIN Corporation

/s/ David Lorber

Chief Executive Officer

(Principal Executive Officer)

/s/ Ellida McMillan

Ellida McMillan

1 unchanged sentence

(Principal Accounting and Financial Officer)

In accordance with the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the registrant and in the following capacities on December

/s/ David Lorber

Chief Executive Officer and Chairman of the

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the following capacities on December 22, 2023.

Chief Executive Officer and Chairman

Board of Directors (Principal Executive Officer)

/s/ Ellida McMillan

Ellida McMillan

Chief Financial Officer

1 unchanged sentence

(Principal Accounting and Financial Officer)

/s/ Arthur S.

/s/ Karin Hirtler-Garvey

Karin Hirtler-Garvey

/s/ Lowell Robinson

Karin Hirtler-Garvey

Lowell Robinson

/s/ Howard Amster

Lowell Robinson

Howard Amster

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures