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): April 23, 2018

 

PHI GROUP, INC.

(Exact name of registrant as specified in its charter)

 

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

 

5348 Vegas Drive # 237 Las Vegas, NV   89108
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 702-475-5430

 

N/A

(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)
   
[  ] 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)).

 

 

 

 
 

 

SECTION 7 – REGULATION FD DISCLOSURE

 

Item 7.01 Regulation FD Disclosure

 

Declaration of Special Common Stock Dividend from Issuer’s Subsidiary

 

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.

 

1. On April 23, 2018, the Company’s Board of Directors passed a resolution to declare a twenty percent (20%) special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date: October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the referenced Record date.

 

2. On April 23, 2018, the Company’s Board of Directors passed a resolution to file a Registration Statement with the Securities and Exchange Commission for 5,673,327 shares of Common Stock of PHI Group, Inc. that have been reserved as special stock dividends for shareholders of record as of July 31, 2012.

 

3. On April 25, 2018, the Company issued a press release entitled “PHI Group Declares Special Stock Dividend and Spins Off American Pacific Resources, Inc. Subsidiary.”

 

The text of the press release in its entirety is attached herewith as Exhibit 99.1.

 

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.
     
99.1   Press Release dated April 25, 2018.

 

 
 

 

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: April 30, 2018

 

  PHI GROUP, INC.  
  (Registrant)  
     
By: /s/ Henry D. Fahman  
  Henry D. Fahman  
  Chairman and CEO  

 

 
 

 

 

 
 

 

 

Exhibit 99.1

 

PHI Group Declares Special Stock Dividend and Spins off American Pacific Resources, Inc. Subsidiary

 

New York, NY, April 25, 2018 (GLOBE NEWSWIRE) — PHI Group, Inc., ( www.phiglobal.com ) (OTCQB: PHIL ), a company focused on mergers and acquisitions and investments in natural resources, energy, agriculture and special situations, announced today that American Pacific Resources, Inc. ( www.aprgold.com ), a wholly owned subsidiary of the Company, will be spun off into its own separate publicly traded entity. American Pacific Resources plans an IPO and is expected to list on the Nasdaq Stock Exchange.

 

PHI Group’s Board of Directors has passed a resolution to declare a twenty percent (20%) special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc. to shareholders of Common Stock of the Company as follows: (a) Declaration date: April 23, 2018; (b) Record date: May 31, 2018; (c) Payment date: October 31, 2018; (d) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the Record date shall be entitled to receive two (2) shares of Common Stock of American Pacific Resources, Inc. for every ten (10) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the referenced Record date.

 

The Company will also file a separate registration statement with the Securities and Exchange Commission for 5,673,327 shares of Common Stock of PHI Group, Inc. that have been reserved as special stock dividends for shareholders of record as of July 31, 2012.

 

With APR’s strong forward revenue streams to substantiate the value of the blockchain token, Gildex is expected to be one of the most successful tokens. The Company believes the spinoff will greatly benefit PHI Group and our shareholders due to the special dividend they will receive.

 

Henry Fahman, Chairman and CEO of PHI Group, Inc. stated: “This is a monumental event for PHI Group’s shareholders. In the past, our shareholders benefited when we spun off ATC Technology, Inc., one of our subsidiaries, into a separate publicly traded company, which has now become Cellular Biomedicine Group, Inc. ( http:// www. Cellbiomedgroup.com/ ) and is trading on the Nasdaq Stock Market. Now with this new deal completed, we plan to form a cryptocurrency incubator and repeat the process to continue creating additional value for our shareholders.”

 

On another note, the Company will update our shareholders regarding the launch of the Gildex token and other special projects in the coming weeks.

 

 
 

 

About PHI Group, Inc.

 

PHI Group ( www.phiglobal.com ) primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly owned subsidiary, PHI Capital Holdings, Inc. ( www.phicapitalholdings.com )

 

Safe Harbor

 

This news release contains “forward-looking statements” pursuant to the “safe- harbor” provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may”, “future”, “plan” or “planned”, “will” or “should”, “expected,” “anticipates”, “draft”, “eventually” or “projected”, which are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements as a result of various factors.

 

Contact: Henry Fahman

PHI Group, Inc.

henry@phiglobal.com

Source: PHI Group, Inc.