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 4, 2020

 

 

 

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.)

 

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)
   
[  ] 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

 

Extension of Repurchase Date for the Company’s Common Stock

 

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.

 

WHEREAS, on March 23, 2019, the Company’s Board of Directors passed a 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.

 

WHEREAS, in light of the Company’s current corporate priorities and cash flows, on March 04, 2020 the Board of Directors of PHI Group, Inc. passed a resolution to extend the repurchase of its own shares of common stock from the open market to June 30, 2020 as follows:

 

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: Up to 13 billion shares, or more as may be needed.
  c. Total repurchase amount: To be determined by prevalent market prices at times of
    transaction.
  d. Methods of repurchase: Open market purchase and/or negotiated transactions.
  e. Repurchase period: Until and including June 30, 2020.
   f. The Company intends to 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.
  g. 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 04, 2020.

 

 
 

 

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 05, 2020

 

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 corporation originally incorporated in the State of Nevada on June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”), and thus constituting a quorum, hereby adopt the following resolutions in lieu of a meeting on this 4th day of March 2020.

 

WHEREAS, on March 23, 2019 the Board of Directors of this Corporation 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.

 

WHEREAS, in light of the Corporation’s current corporate priorities and cash flows, the Board of Directors of this Corporation has determined that it is in the best interests of the Corporation to extend the repurchase period to June 30, 2020.

 

BE IT RESOLVED, that the Corporation 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 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: Up to 13 billion shares, or more as may be needed.
  c. Total repurchase amount: To be determined by prevalent market prices at times of transaction.
  d. Methods of repurchase: Open market purchase and/or negotiated transactions.
  e. Repurchase period: Until and including June 30, 2020.
  f. The Corporation intends to 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.
  g. The share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s note-holders.

 

RESOLUTION TO EXTEND STOCK REPURCHASE -1-  
 

 

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 4, 2020

 

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

 

/s/ Henry Fahman    
Henry Fahman, Director    

 

RESOLUTION TO EXTEND STOCK REPURCHASE -2-