Current Report Filing (8-k)
January 09 2018 - 5:27PM
Edgar (US Regulatory)
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): December 15, 2017
PHI
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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|
002-78335-NY
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90-0114535
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(State
or other jurisdiction
|
|
(Commission
|
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(IRS
Employer
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of
incorporation)
|
|
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):
[ ]
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)).
Item
1.01. Entry Into a Material Definitive Agreement.
On
December 15, 2017, PHI Group, Inc. (the “Company”), entered into an Investment Agreement with Gridline Communications,
Inc. (“Gridline”) to form a special purpose vehicle (“SPV”) under the name of Matrix Communications, Inc.,
as the holding company to acquire all the stock of Gridline Communications and its sister company GridlineX as well as finance
and implement Gridline’s high-speed broadband communications business.
According
to the Investment Agreement, the Matrix Communications will acquire all ownership and rights of the Investee in connection with
high-speed broadband networks and related supporting assets to serve government, commercial and consumer telephony, data and video
needs in the Republic of Equatorial Guinea as the first point of entry into the African Continent. Matrix Communications’
authorized capital will include 600 million shares of Common Stock and 300 million shares of Preferred Stock. PHI Group will be
the sole holder of Common Stock in the SPV initially and will retain fifteen percent equity interest thereof following the capitalization
plan.
The
Investment Agreement is scheduled to close on or before January 15, 2018, unless extended by mutual consent of both parties to
the Agreement.
The
foregoing description of the Investment Agreement between PHI Group, Inc. and Gridline Communications dated December 15, 2017
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
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:
January 9, 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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