What changed in this filing

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Item 9A. Controls and Procedures

2024-12-17 compared with 2023-12-22 · 121 added, 116 removed, 60 unchanged (80% of the section changed)

Controls and Procedures

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.

(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

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, 2024, 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, 2024.

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.

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.

Other Information

Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections.

During the fiscal quarter ended September 30,

2024, none of our directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading

arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors, Executive Officers and Corporate Governance

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

The 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 30, 2024.

Executive Compensation

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

The 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 30, 2024.

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 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 30, 2024.

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 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 30, 2024.

Principal Accountant Fees and Services

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

The 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 30, 2024.

Exhibits and Financial Statement Schedules

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

The following

financial statements are set forth in Item 8:

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

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

5 unchanged sentences

Notes to Consolidated Financial Statements F-18

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.

(b) Exhibits:

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).

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

Statement on Form N-2 (File No.

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).

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).

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

Statement on Form N-2 (File No.

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).

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.

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).

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

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.

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

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

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.

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

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.

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.

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

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.

Fourth 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)

Description 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.

333-258913), 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.

Form of Custody Agreement (Incorporated by reference to Exhibit 99.J.1 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).

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

Form of Dividend Reinvestment Plan (Incorporated by reference to Exhibit 99.E 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).

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.

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

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.

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).

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.

6 unchanged sentences

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.

PhenixFIN Long Term Cash Incentive Plan (Incorporated by reference

to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed on May 9, 2022).

First Amendment to the PhenixFIN Long Term Cash Incentive Plan.

(Incorporated

by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on February 9, 2023).

Form of Award Agreement (Incorporated by reference to Exhibit

10.10 to the Quarterly Report on Form 10-Q filed on May 9, 2022).

First Amendment to Credit Agreement and Consent, dated February 21,

2024, between PhenixFIN Corporation and Woodforest National Bank, as Administrative Agent (Incorporated by reference to Exhibit 10.13

to the Quarterly Report on Form 10-Q filed on May 10, 2024)

Second Amendment to Credit Agreement and Joinder, dated August 5, 2024, between PhenixFIN Corporation and Woodforest National Bank, as Administrative Agent

First Amendment to Pledge and Security Agreement, dated February 21, 2024 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.

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

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

List 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.

3 unchanged sentences

FlexFIN, LLC Audited Financial Statements for the Year Ended September 30, 2024

PhenixFIN Compensation Clawback Policy and Procedures

PhenixFIN Compensation Clawback Policy and Procedures (Incorporated by reference to Exhibit 99.3 to the Annual Report on Form 10-K filed on December 22, 2023).

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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.

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Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

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.

December 16, 2024

PhenixFIN Corporation

/s/ David Lorber

Chief Executive Officer

(Principal Executive Officer)

/s/ Ellida McMillan

Ellida McMillan

1 unchanged sentence

(Principal Accounting and Financial Officer)

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

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 16, 2024.

/s/ David Lorber

Chief Executive Officer and Chairman of the

Board of Directors (Principal Executive Officer)

Ellida McMillan

/s/ Ellida McMillan

Chief Financial Officer

1 unchanged sentence

(Principal Accounting and Financial Officer)

Karin Hirtler-Garvey

/s/ Arthur S.

/s/ Karin Hirtler-Garvey

Karin Hirtler-Garvey

Lowell Robinson

/s/ Lowell Robinson

Lowell Robinson

Howard Amster

/s/ Howard Amster

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