Form 8-K - Current report

 

 

 

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): December 22, 2023

 

 

 

PHI GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming		001-38255-NY		90-0114535
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

2323 Main Street, Irvine, CA		92614
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 714-642-0571

(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 (see General Instruction A.2. below):

 

☐	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)
☐	Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Precommencement 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		PHIL		OTC Markets

 

 

 

 

 

SECTION 7 – REGULATION FD DISCLOSURE

 

Item 7.01 Regulation FD Disclosure

 

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed’ for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

I. Extension of Repurchase Date for the Company’s Common Stock

 

On December 22, 2023, the Company’s Board of Directors passed a corporate resolution to extend the time period for the repurchase of its own shares of common stock from the open market from time to time in accordance with the terms mentioned below and subject to liquidity conditions, availability of funds, cash balances, cash flow conditions, satisfaction of certain open contractual obligations and the judgment of the Company’s Board of Directors and Management with respect to optimal use of potentially available funds in the future:

 

1.	Purpose of Repurchase: To enhance shareholder value.
2.	Details of Repurchase:

 

	a.	Class of shares to be repurchased: Common Stock of PHI Group, Inc. (n/k/a Philux Global Group, Inc.)
	b.	Number of repurchasable shares: As many as economically conducive and optimal for the Company and its shareholders.
	c.	Total repurchase dollar amount: To be determined by prevalent market prices at the times of
		transaction.
	d.	Methods of repurchase: Open market purchase and/or negotiated transactions.
	e.	Repurchase period: As soon as practical until June 30, 2024.
	f.	The Company intends to fund the proposed share repurchase program with proceeds from certain long-term financing programs, future earnings, disposition of applicable non-core assets and other potential sources, subject to liquidity, availability of funds, comparative judgment of optimal use of available cash in the future, and satisfaction of certain open contractual obligations.
	g.	The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s creditors and may be terminated at any time based on future circumstances and judgment of the Company.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHBITS

 

Item 9.01 Financial Statements and Exhibits

 

The following is a complete list of exhibit(s) filed as part of this report.

 

Exhibit number(s) correspond to the number(s) in the exhibit table of Item 601 of Regulation S-K.

 

Exhibit No.		Description
10.1		Written consent of Directors to corporate action without meeting of PHI Group, Inc. (n/k/a Philux Global Group, Inc.) to extend repurchase of Common Stock.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 26, 2023

 

PHI GROUP, INC. (n/k/a PHILUX GLOBAL GROUP INC.)
(Registrant)
By:	/s/ Henry D. Fahman
	Henry D. Fahman
	Chairman and CEO

 

 

 

EXHIBIT 10.1

 

WRITTEN CONSENT OF DIRECTORS TO CORPORATE ACTION

WITHOUT MEETING OF PHI GROUP, INC.

(N/K/A PHILUX GLOBAL GROUP, INC.)

TO EXTEND REPURCHASE OF COMMON STOCK

 

A Wyoming Corporation

 

The undersigned members of Board of Directors of PHI GROUP, INC. (n/k/a Philux Global Group, Inc.), a Wyoming corporation (the “Corporation”), constitute a quorum and by their signatures below, hereby approve the following resolutions and consent to their adoption, without a formal meeting of that Board of Directors (the “Board”), pursuant to Title 17-16-821 of the Wyoming Statues on this 22^nd day of December 2023.

 

WHEREAS, on June 29, 2023, the Company’s Board of Directors passed a corporate resolution to extend the time period for the repurchase of its own shares of common stock from the open market from time to time in accordance with the terms mentioned below:

 

1.	Purpose of Repurchase: To enhance future shareholder returns.
2.	Details of Repurchase:

 

	a.	Class of shares to be repurchased: Common Stock of PHI Group, Inc.
	b.	Amount of repurchasable shares: As many as economically conducive and optimal for the Company.
	c.	Total repurchase dollar amount: To be determined by prevalent market prices at the times of transaction.
	d.	Methods of repurchase: Open market purchase and/or negotiated transactions.
	e.	Repurchase period: As soon as practical until December 31, 2023.
	f.	The Company intends to fund the proposed share repurchase program with proceeds from long-term financing programs, future earnings, disposition of non-core assets and other potential sources, subject to liquidity, availability of funds, comparative judgment of optimal use of available cash in the future, and satisfaction of certain open contractual obligations.
	g.	The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s creditors and may be terminated at any time based on future circumstances and judgment of the Company.

 

WHEREAS, in light of the additional time and resources required to close various long-term financing programs including long-term loans, investment and asset management agreements and joint venture/partnership funding agreements, of the current corporate priorities, and of the business development needs and investment opportunities, the Company’s Board of Directors has determined that it is in the best interests of the Company and its shareholders to further extend the Common Stock repurchase period to a later date.

 

1

RESOLUTION TO EXTEND REPURCHASE OF COMMON STOCK TO JUNE 30, 2024

 

BE IT RESOLVED that, subject to liquidity, available funds, cash balances, cash flow conditions, satisfaction of certain open contractual obligations and the judgment of the Company’s Board of Directors and Management with respect to optimal use of expected available funds from financing programs, investment management contracts and other capital sources in the future, the Company is authorized to repurchase its own shares of common stock from the open market from time to time in accordance with the terms mentioned below:

 

1.	Purpose of Repurchase: To enhance shareholder value.
2.	Details of Repurchase:

 

	a.	Class of shares to be repurchased: Common Stock of PHI Group, Inc.
	b.	Number of repurchasable shares: As many as economically conducive and optimal for the Company and its shareholders.
	c.	Total repurchase dollar amount: To be determined by prevalent market prices at the times of transaction.
	d.	Methods of repurchase: Open market purchase and/or negotiated transactions.
	e.	Repurchase period: As soon as practical until June 30, 2024.
	f.	The Company intends to fund the proposed share repurchase program with proceeds from certain long-term financing programs, future earnings, disposition of applicable non-core assets and other potential sources, subject to liquidity, availability of funds, comparative judgment of optimal use of available cash in the future, and satisfaction of certain open contractual obligations.
	g.	The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s creditors and may be terminated at any time based on future circumstances and judgment of the Company.

 

FURTHER RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and directed to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in the best interests of the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby (as conclusively evidenced by the taking of such actions or the execution and delivery of such instruments and documents, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Company.

 

By their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.

 

Dated: December 22, 2023

 

/s/ Henry Fahman		/s/ Frank Hawkins
Henry Fahman, Director		Frank Hawkins, Director

 

/s/ Steve Truong
Steve Truong, Director

 

2

RESOLUTION TO EXTEND REPURCHASE OF COMMON STOCK TO JUNE 30, 2024

 

Cover	Dec. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 22, 2023
Entity File Number	001-38255-NY
Entity Registrant Name	PHI GROUP, INC.
Entity Central Index Key	0000704172
Entity Tax Identification Number	90-0114535
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	2323 Main Street
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	714
Local Phone Number	642-0571
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PHIL

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