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): March 23, 2019

 

 

 

 

(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

 

PHI Group, Inc. Approves Stock Repurchase Program

 

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.

 

On March 23, 2019, the Company’s Board of Directors passed a corporate resolution to authorize 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. Total number of repurchasable shares: 5.3 billion shares, or more as may be needed.
  c. Total repurchase amount: To be determined by prevalent market prices at times of transaction.
  d. Method of repurchase: Open market purchase.
  e. Repurchase period: April 15, 2019 to March 13, 2020.

3. Remarks :

  a. PHI Group, Inc. will fund the proposed share repurchase program with the proceeds from the disposal of a portion of certain non-core assets and from future earnings of the Company.
  b. The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s note-holders.

 

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. dated March 23, 2019.
     
99.1   Press Release dated March 25, 2019.

 

 
 

 

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: March 26, 2019

 

PHI 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.

 

The undersigned, being at least a majority of all of the directors of the Board of Directors of PHI Group, Inc., a Nevada corporation (the “Company”) and thus constituting a quorum, hereby adopt the following resolutions in lieu of a meeting on this 23 rd day of March 2019.

 

WHEREA S, the Board of Directors of this Corporation has determined that it is in the best interests of the Corporation to reacquire certain shares of its common stock from the open market from time to time, and to thereafter retire said shares as non-voting Treasury stock, be it:

 

RESOLVED , that the Corporation hereby begin 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 future shareholder returns.
2. Details of Repurchase :
  a. Class of shares to be repurchased: Common Stock of PHI Group, Inc.
  b. Total number of repurchasable shares: 5.3 billion shares, or more as may be needed.
  c. Total repurchase amount: To be determined by prevalent market prices at times of transaction.
  d. Method of repurchase: Open market purchase.
  e. Repurchase period: April 15, 2019 to March 13, 2020.
3. Remarks :
  a. PHI Group, Inc. will fund the proposed share repurchase program with the proceeds from the disposal of a portion of certain non-core assets and from future earnings of the Company.
  b. The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s note-holders.

 

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: March 23, 2019

 

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

 

 
 

 

EXHIBIT 99.1

 

 

 

PHI Group, Inc. Announces Stock Repurchase Program

 

By GlobeNewswire, March 25, 2019, 09:00:00 AM EDT

 

New York, March 25, 2019 (GLOBE NEWSWIRE) — PHI Group, Inc. ( www.phiglobal.com ) (OTCMarkets: PHIL ), a U.S. diversified holding company focused on mergers and acquisitions and investments in select industries and special situations, today announced that the Company has approved a program to buy back its common stock from the open market from time to time in accordance with the following terms:

 

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. Total number of repurchasable shares: 5.3 billion shares, or more as may be needed.
  c. Total repurchase amount: To be determined by prevalent market prices at times of transaction.
  d. Method of repurchase: Open market purchase.
  e. Repurchase period: April 15, 2019 to March 13, 2020.
3. Remarks:
  a. PHI Group, Inc. will fund the proposed share repurchase program with the proceeds from the disposal of a portion of certain non-core assets and from future earnings of the Company.
  b. The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s note-holders.

 

Henry Fahman, Chairman and CEO of PHI Group, said: “The Company has been primarily focused on developing very special initiatives and programs, such as the Luxembourg bank funds and the Asia Diamond Exchange in the Free Trade Zone of the Chu Lai Open Economic Zone, Quang Nam Province, Vietnam, that are expected to yield very significant long-term value for our shareholders. We believe it is in the best interest of the company and our shareholders that we repurchase as many shares of our common stock as possible from the open market as outlined in the above-mentioned buy-back program.”

 

 
 

 

About PHI Group

 

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. In addition, the Company’s wholly owned subsidiary, PHI Capital Holdings, Inc. ( www.phicapitalholdings.com ) provides M&A consulting services and assists companies to go public and access international capital markets. We have also been working diligently to launch PHILUX Global Funds with several subfund compartments for investment in renewable energy, agriculture, real estate and a diamond exchange center in Vietnam together with reputable international advisers and partners.

 

Safe Harbor Act and Forward-looking Statements

 

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.

+1-702-475-5430

info@phiglobal.com