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): May 29, 2018
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PHI
GROUP, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5348
Vegas Drive # 237 Las Vegas, NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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SECTION
7 – REGULATION FD DISCLOSURE
Item
7.01 Regulation FD Disclosure
Extension
of Record Date for 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.
WHEREAS, 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 May 28, 2018, the Company’s Board of Directors passed amended corporate resolutions to extend the record date for the
special stock dividend in American Pacific Resources, Inc. to June 29, 2018 and fix the minimum amount of Common Stock of PHI
Group, Inc. held by each shareholder at five (5) shares to be eligible for the above-mentioned special stock dividend;
3.
The Payment Date of the special stock dividend remains to be October 31, 2018 and the Dividend Ratio remains to be that for every
five (5) shares of PHI Group, Inc. Common Stock held by eligible shareholders as of the new Record Date, these shareholders have
the right to receive one (1) freely tradable share of Common Stock of American Pacific Resources, Inc., a private entity that
is currently awaiting SEC registration for its Common Stock;
4.
The Company will round up the dividend shares of American Pacific Resources, Inc. Common Stock to the nearest whole number of
shares when fractional shares occur in the calculations of the special stock dividend distribution.
5.
On May 29, 2018, the Company issued a press release entitled “
PHI
Group Extends Record Date for Special Stock Dividend in American Pacific Resources, Inc.
”
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.
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:
May 31, 2018
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PHI
GROUP, INC.
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(Registrant)
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By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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EXHIBIT
10.1
WRITTEN
CONSENT OF DIRECTORS TO CORPORATE ACTION
WITHOUT
MEETING OF PHI GROUP, INC.
The
undersigned, being all of the directors of the Board of Directors of PHI Group, Inc., a Nevada corporation (the “Company”),
hereby adopt the following resolutions in lieu of a meeting on this 28
th
day of May 2018.
WHEREAS,
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;
WHEREAS,
it deems to be in the best interests of the Company and its shareholders to extend the Record Date for the special stock dividend
and to fix the minimum amount of Common Stock of the Company held by shareholders to be eligible for the special stock dividend
in American Pacific Resources, Inc., a subsidiary of PHI Group, Inc;
NOW,
THEREFORE, BE IT RESOLVED
, that the Company extend the record date for the special stock dividend in American Pacific Resources,
Inc. to June 29, 2018 and fix the minimum amount of Common Stock of PHI Group, Inc. held by each shareholder at five (5) shares
to be eligible for the above-mentioned special stock dividend;
FURTHER
RESOLVED
, that the Payment Date of the special stock dividend remain to be October 31, 2018 and the Dividend Ratio remain
to be that for every five (5) shares of PHI Group, Inc. Common Stock held by eligible shareholders as of the new Record Date,
these shareholders have the right to receive one (1) freely tradable share of Common Stock of American Pacific Resources, Inc.,
a private entity that is currently awaiting SEC registration for its Common Stock;
FURTHER
RESOLVED
, that Company round up the dividend shares of American Pacific Resources, Inc. Common Stock to the nearest whole
number of shares when fractional shares occur in the calculations of the special stock dividend distribution;
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.
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/s/
Tam Bui
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/s/
Henry D. Fahman
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Tam
Bui, Director
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Henry
D. Fahman, Director
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/s/
Frank Hawkins
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Frank
Hawkins, Director
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PHI
Group Extends Record Date for Special Stock Dividend in American Pacific Resources, Inc.
Company
Announces June 8, 2018 Conference Call
New
York, NY, May 29, 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, today announced that
the Company’s Board of Directors has passed amended resolutions to extend the Record Date for the special stock dividend
in American Pacific Resources, Inc. (www.aprgold.com), a wholly owned subsidiary of the Company which will be spun off into a
separate publicly traded entity.
According
to the amended resolutions, the Company extends the Record Date for the special stock dividend in American Pacific Resources,
Inc. to June 29, 2018 and fixes the minimum amount of Common Stock of PHI Group, Inc. held by each shareholder at five (5) shares
to be eligible for the above-mentioned special stock dividend.
The
Payment Date of the special stock dividend is still October 31, 2018 and the Dividend Ratio remains to be the same as announced
before: for every five (5) shares of PHI Group, Inc. Common Stock held by eligible shareholders as of the new Record Date, these
shareholders have the right to receive one (1) freely tradable share of Common Stock of American Pacific Resources, Inc., a subsidiary
of PHI Group, Inc. that is currently awaiting SEC registration for its Common Stock.
In
addition, the Company has also decided to round up the dividend shares of American Pacific Resources, Inc. Common Stock to the
nearest whole number of shares when fractional shares occur in the calculations of the special stock dividend distribution.
PHI
Group CEO Henry Fahman will host a conference call for shareholders and investors at 04:30 P.M. EDT on Friday, June 8, 2018 to
discuss recent important corporate developments. To participate in the conference call, please follow the following dial-in directions:
Join
from PC, Mac, Linux, iOS or Android:
https://zoom.us/j/455828667
Or
iPhone one-tap:
US:
+16465588665,455828667# or +14086380986,455828667#
Or
Telephone:
Dial
(for higher quality, dial a number based on your current location):
US:
+1 646 558 8665 or +1 408 638 0986
Germany:
+49 (0) 30 3080 6188
Canada:
+1 647 558 0588
Romania:
+40 31 630 1088
United
Kingdom: +44 (0) 20 3695 0088
Meeting
ID: 455 828 667
International
numbers available:
https://zoom.us/u/fPq7ABz4
Please
submit questions for the Q&A session to
info@phiglobal.com
at least 24 hours prior to the conference call. Thank you
very much.
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:
PHI
Group, Inc.
Henry
Fahman
info@phiglobal.com