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): June 25, 2021

 

 

 

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.)

 

2323 Main Street, Irvine, CA   92614
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 702-475-5430

 

(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

 

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.

 

I. Extension of Repurchase Date for the Company’s Common Stock

 

On June 25, 2021, 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”), adopted the following resolutions in lieu of a meeting:

 

WHEREAS, on December 28, 2020 the Company’s Board of Directors passed a corporate resolution to extend the time period for 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: Up to 15 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: As soon as possible until June 30, 2021.
  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 anticipated revenues 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.

 

WHEREAS, in light of the adverse effects due to the global coronavirus pandemic as well as the Company’s current corporate priorities, its Board of Directors has determined that it is in the best interests of the Company and its shareholders to further extend the Common Stock repurchase period to December 31, 2021.

 

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 twenty-five billion shares, or as many as economically practical.
  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: As soon as possible and from time to time until December 31, 2021.
  f. The Company intends to fund the proposed share repurchase program with the proceeds from the disposal of certain non-core assets and from anticipated sources of income 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.

 

 
 

 

II. Extension of Record Date for the Spin-off of Common Stock of American Pacific Resources, Inc.

 

On June 25, 2021, 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”), adopted the following resolutions in lieu of a meeting:

 

WHEREAS, on December 28, 2020 the Company’s Board of Directors passed a resolution with respect to the distribution of a special stock dividend from American Pacific Resources, Inc. (“APR”), a subsidiary of the Company, to shareholders of Common Stock of the Company to further extend the Record Date to June 30, 2021 and reiterate the provisions for the afore-mentioned stock dividend as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of June 30, 2021 (the New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date will be entitled to receive one (1) share of Common Stock of APR for every twenty (20) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the new Record date; and (c) Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

 

WHEREAS, due to the continued adverse effects of the coronavirus pandemic and other factors that have affected the development of APR, it deems necessary for the Company to further extend the Record Date of the APR special stock dividend to December 31, 2021 in order to allow APR additional time to reach certain milestones that would make the spin-off of APR and this special stock dividend distribution economically beneficial for the Company’s shareholders;

 

NOW, THEREFORE, BE IT RESOLVED, that the Company further extend the Record Date to December 31, 2021 and amend the provisions for the afore-mentioned stock dividend as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of December 31, 2021 (the New Record Date) is two thousand (2,000) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date will be entitled to receive one (1) share of Common Stock of American Pacific Resources, Inc. for every two thousand (2,000) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the new Record date; and (c) Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

 

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. to Extend Repurchase of Common Stock

     
10.2  

Written Consent of Directors to Corporate Action Without Meeting of PHI Group, Inc. to Extend Record Date for Special Dividend Distribution of Common Stock in American Pacific Resources, Inc.

 

 
 

 

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: June 28, 2021

 

PHI GROUP, INC.  
(Registrant)  
     
By: /s/ Henry D. Fahman  
  Henry D. Fahman  
  Chairman and CEO  

 

 

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