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): August 6, 2018
PHI GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 002-78335-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)). |
Item 1.01 Entry into a Material Definitive Agreement.
On August 6, 2018, PHI Group, Inc. (the “Company”), entered into a Business Cooperation Agreement (the “Agreement”) to exchange a certain amount of Preferred Stock of the Company for fifty-one percent interest in Vinafilms JSC, a Vietnamese joint stock company.
The Company will use its newly incorporated subsidiary American Pacific Plastics, Inc., a Wyoming company, to serve as the holding company for acquisition of the fifty-one percent interest in Vinafilms JSC and intends to file a registration statement with the Securities and Exchange Commission for American Pacific Plastics, Inc. to become a fully reporting publicly traded company in the near future.
The foregoing description of the Business Cooperation Agreement dated August 6, 2018 between PHI Group, Inc., Vinafilms JSC and its majority shareholders is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On August 6, 2018, PHI Group, Inc. (the “Company”), signed an agreement to terminate the Business Cooperation Agreement that was entered into on July 23, 2018 with Saigon Plastic Packaging Joint Stock Company, due to certain administrative reasons.
The foregoing description of the Agreement for Termination of Business Cooperation Agreement dated August 6, 2018 between PHI Group, Inc. and Saigon Plastic Packaging Joint Stock is qualified in its entirety by reference to the full text of said Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: August 10, 2018
| PHI GROUP, INC. | ||
| (Registrant) | ||
| By: | /s/ Henry D. Fahman | |
| Henry D. Fahman | ||
| Chairman and CEO |
Exhibit 99.1
PHI Group to Qualify for Nasdaq with Acquisition of New Vietnamese Plastic Manufacturing Company
New York, NY, Aug. 06, 2018 (GLOBE NEWSWIRE) — PHI Group, Inc., (www.phiglobal.com) (OTCQB: PHIL), a U.S. diversified holding company focused on mergers and acquisitions and investments in natural resources, energy, agriculture and special situations, today announced that it has terminated the previously announced agreement to acquire a majority interest in an undisclosed Vietnamese plastic manufacturing company and has signed a new agreement to acquire fifty-one percent of Vinafilms JSC (www.vinafilms.com.vn), a more suitable target for creating a platform to consolidate other businesses in the same industry.
Vinafilms, a profitable privately-owned Vietnamese company that has been in business for more than thirteen years, has recently installed a German state-of-the-art processing system and plans to add two more of these to meet the growing market demand as well as engage in a joint venture with another local plastic manufacturing company. The combined revenues from these operations should surpass $150 million per year by the end of 2019. PHI Group’s management believes the acquisition of Vinafilms, expected to close by September 30, 2018, will enable PHIL to upgrade to the Nasdaq Stock Market in the very near future.
PHI Group will use its newly incorporated wholly owned subsidiary “American Pacific Plastics, Inc.” as the special purpose vehicle to hold the majority interest in Vinafilms and file a registration statement with the Securities and Exchange Commission for it to become a separate publicly traded entity, which will help facilitate financing Vinafilms’ growth and accelerating its rollup strategy.
Henry Fahman, Chairman and CEO of PHI Group, stated: “We are delighted to work with Vinafilms’ talented and professional management and capitalize on our combined strengths to create substantial value for shareholders of both companies, thanks to imminent enhanced ability to access international capital markets and acquire other targets to execute our growth and expansion strategy.”
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