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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 27, 2023
PHI
GROUP, INC.
(n/k/a
PHILUX GLOBAL 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: 714-793-9227
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 each exchange on which registered |
| Common
Stock |
|
PHIL |
|
OTC
Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act. ☐.
Item
1.02 Termination of Material Definitive Agreements.
1.
Agreement for Termination of Agreement of Purchase and Sale among Philux Global Group, Van Phat Dat Joint Stock Company and Huynh Ngoc
Vu:
On
June 27, 2023, Philux Global Group Inc. (f/k/a PHI Group, Inc.), the Registrant, Van Phat Dat Export Joint Stock Company, a Vietnamese
joint stock company, with principal business address at 316 Le Van Sy Street, Ward 1, Tan Binh District, Ho Chi Minh City, Vietnam, and
its majority shareholder Huynh Ngoc Vu, hereinafter referred to as “Seller,” signed an Agreement to terminate the Agreement
of Purchase and Sale previously entered into by the parties on August 16, 2022 in its entirety, retroactively effective August 16, 2022.
2.
Return of deliveries by the parties
Effective
immediately upon the signing of this Termination Agreement:
Seller
and VPD shall return to PGG and PGT all the deliveries that had been delivered to them at or prior the Closing Date of said Agreement
of Purchase and Sale by PGG and PGT, and
PGG
and PGT shall return to Seller and VPD all the deliveries that had been delivered to them at or prior the Closing Date of said Agreement
of Purchase and Sale by Seller and VPD.
3.
Alternative Potential Cooperation between Seller and Philux Global Group: Following the Termination of said Agreement of Purchase
and Sale, the Seller and Philux Global Group will study an alternative potential cooperation that may inure to the benefits of both Seller
and Philux Global Group.
The
foregoing description of the Agreement to terminate the referenced Agreement of Purchase and Sale 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.
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.
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, 2023
| PHILUX
GLOBAL GROUP INC. |
|
| (f/k/a
PHI GROUP, INC.) |
|
| (Registrant)
|
|
| |
|
|
| By: |
/s/
Henry D. Fahman |
|
| |
Henry
D. Fahman, Chairman and CEO |
|
EXHIBIT
10.1
AGREEMENT
FOR TERMINATION
OF
AGREEMENT OF PURCHASE AND SALE
This
AGREEMENT FOR TERMINATION OF AGREEMENT OF PURCHASE AND SALE (“Termination Agreement”) is made on the 27th day of June 2023,
to be retroactively effective August 16, 2022, (the “Effective Date”), by and among Philux Global Group Inc. (f/k/a PHI Group,
Inc., “PGG”), a U.S. public company organized and operating in accordance with the law of the State of Wyoming, with principal
business address at 2323 Main Street, Irvine, CA 92614, USA, hereinafter referred to as “PGG”, Van Phat Dat Export Joint
Stock Company, a Vietnamese joint stock company, with principal business address at 316 Le Van Sy Street, Ward 1, Tan Binh District,
Ho Chi Minh City, Vietnam, hereinafter referred to as “VPD” and its majority shareholder Huynh Ngoc Vu, hereinafter referred
to as “Seller”.
WITNESSETH:
WHEREAS,
effective August 16, 2022 PGG, VPD and Seller entered into an Agreement of Purchase and Sale whereby PGG covenanted and agreed to buy
from Seller on behalf of Philux Global Trade Inc., a subsidiary of PGG (“PGT”), and Seller covenanted and agreed to sell
to PGT Five Million One Hundred Thousand (5,100,000) Shares of Ordinary Stock of VPD, which is equivalent to Fifty-One percent (51.00%)
of all the issued and outstanding Ordinary Stock of VPD, which shares were owned by Seller, for a total price of Six Million One Hundred
Twenty-Seven Thousand Eight Hundred Ninety-Five U.S. Dollars ($US 6,127,895) pursuant to the terms and conditions of this Agreement of
Purchase and Sale.
As
consideration for the issuance of a convertible promissory note (the “Convertible Promissory Note”) by PGT, Seller would
transfer and deliver to PGT the ownership and possession of Five Million One Hundred Thousand (5,100,000) Shares of Ordinary Stock of
VPD, which is equivalent to Fifty-One percent (51.00%) of all the issued and outstanding Ordinary Stock of VPD owned by Seller (“Acquired
Assets”).
As
consideration for the consideration provided by Seller, PGT would pay to Seller and/or their designee(s) the Total Purchase Price of
Six Million One Hundred Twenty-Seven Thousand Eight Hundred Ninety-Five U.S. Dollars ($US 6,127,895) in form of a Convertible Promissory
Note, as defined below.
The
Convertible Promissory Note, which is guaranteed by PGG and carries no interest, shall become due and payable one hundred eight (180)
days commencing the date of issuance and may be convertible into Common Stock of PGT any time after such this subsidiary has become a
publicly traded company in the U.S.A. for at least one week, at a Variable Conversion Price (as defined herein). The Variable Conversion
Price to be used in connection with the conversion into Common Stock of PGT shall mean 50% multiplied by the Market Price (as defined
herein), representing a discount rate of 50%, of that Common Stock. “Market Price” means the average Trading Price for the
Common Stock of PGT during the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by
the Holder of the Convertible Promissory Note to PGT via facsimile or email (the “Conversion Date”). “Trading Price”
means, for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, NYSE or applicable trading
market as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to PGT and Holder of the Convertible
Promissory Note.
| |
AGREEMENT FOR TERMINATION OF
AGREEMENT OF PURCHASE AND SALE
VAN PHAT DAT JSC – PHI GROUP INC | 1 |
The
issuance and transfer of shares of Ordinary Stock of VPD from the Seller to PGT would qualify as a transaction in securities that is
fully compliant with the laws of Socialist Republic of Vietnam.
WHEREAS,
on and effective September 30, 2022 PGG, VPD and Seller entered into a Closing Memorandum for the afore-mentioned Agreement of Purchase
and Sale, as reported in Form 8-K filed with the U.S. Securities and Exchange Commission on October 06, 2022.
WHEREAS,
due to a significant change in the operating results of VPD during the latest fiscal year ended December 31, 2022 versus those during
the fiscal year ended December 31, 2021 as well as the Seller’s desire to re-orient the focus of his scope of business, it deems
to be in the best interests of PGG, VPD and Seller to terminate the referenced Agreement of Purchase and Sale in its entirety;
NOW
THEREFORE, the Parties hereto agree as follows:
1.
Agreement for Termination of Agreement of Purchase and Sale dated August 16, 2022 by and among
PHI Group, Inc. (n/k/a Philux Global Group Inc.), Van Phat Dat Joint Stock Company and Seller.
PHI
Group, Inc. (n/k/a Philux Global Group Inc.), Van Phat Dat JSC and Mr. Huynh Ngoc Vu hereby agree to terminate said Agreement of Purchase
and Sale in its entirety. Notwithstanding certain provisions contained therein, said Agreement of Purchase and Sale is considered terminated
and its terms and conditions are null and void retroactively effective August 16, 2022.
2.
Return of deliveries by the parties
Effective
immediately upon the signing of this Termination Agreement:
Seller
and VPD shall return to PGG and PGT all the deliveries that had been delivered to them at or prior the Closing Date of said Agreement
of Purchase and Sale by PGG and PGT, and
PGG
and PGT shall return to Seller and VPD all the deliveries that had been delivered to them at or prior the Closing Date of said Agreement
of Purchase and Sale by Seller and VPD.
3.
Alternative Potential Cooperation between Seller and PGG: Following the Termination of
said Agreement of Purchase and Sale, the Seller and PGG will study an alternative potential cooperation that may inure to the benefits
of both Seller and PGG.
4. Indemnification: Each of the Parties hereto agrees to indemnify and hold harmless the other
Party and their respective officers, directors, employees, equity owners, agents, independent contractors, heirs, administrators, executors,
successors, assigns, representatives, affiliates and/or otherwise related persons and entities, and their respective officers, directors,
employees, equity owners, agents, independent contractors, heirs, administrators, executors, successors, assigns, and representatives,
respectively from and against any and all claims, demands, damages, including but not limited to their reasonable attorneys’ fees
and costs, arising from or relating to any breach of this Termination Agreement and/or its terms and conditions by a breaching Party.
| |
AGREEMENT FOR TERMINATION OF
AGREEMENT OF PURCHASE AND SALE
VAN PHAT DAT JSC – PHI GROUP INC | 2 |
5. Governing Law and Forum: This Termination Agreement and the entire relationship among the
Parties will be governed by and construed under the laws of the State of California. Any dispute arising under, out of or in connection
with this Termination Agreement, including any question regarding its existence, validity or termination, shall be referred to and be
finally resolved by binding arbitration in Los Angeles, California before a single arbitrator. The American Arbitration Association Rules
published and current at the date of the referral of any dispute to arbitration pursuant to this clause shall control the selection of
the arbitrator and the arbitration process. The rules and regulations of the American Arbitration Association shall be deemed to be valid
and acceptable by reference into this clause, and no further agreement of the Parties shall be required to initiate such proceeding.
The Party prevailing in such arbitration shall be entitled to recover, in additional to all other remedies or damages, reasonable attorneys’
fees and costs. The Parties acknowledge and agree that the arbitrator shall have the authority to enter orders and make awards of specific
performance and/or injunctive relief.
6.
Notices: Any notice of other communication required or permitted by this Termination Agreement
must be in writing and will be deemed given when (i) delivered in person; (ii) submitted by facsimile with written confirmation of transmission
or by email with receipt verification; (iii) delivered by overnight or two day courier, with receipt and date of delivery stated; or
(iv) when mailed by U.S. First Class Mail addressed to:
| |
If
to VPD and Seller: |
| |
|
| |
Van
Phat Dat Export Joint Stock Company |
| |
Attn:
Mr. Pham Huu Tai, General Director |
| |
316
Le Van Sy Street, Ward 1, Tan Binh District |
| |
Ho
Chi Minh City, Vietnam |
| |
Email:
giathi72@gmail.com |
| |
|
| |
If
to PGG: |
| |
|
| |
PHILUX
Global Group Inc. |
| |
Attn:
Mr. Henry D Fahman, Chairman & CEO |
| |
2323
Main Street |
| |
Irvine,
CA 92614, U.S.A. |
| |
Email:
henry@philuxglobal.com |
7.
Amendments: This Termination Agreement may not be modified or amended except by written
document signed by all the Parties.
8. Parties: This Termination Agreement is for the benefit of, and binds, all the Parties,
their successors and permitted assigns.
9.
Severability: The provisions of this Termination Agreement will be deemed severable, and
if any part of any provision is held illegal, void or invalid under applicable law, such provision will be changed to the extent reasonably
necessary to make the provision, as so changed, legal, valid and binding. If any provision of this Termination Agreement is held illegal,
void or invalid in its entirety, the remaining provisions of this Termination Agreement will not in any way be affected or impaired but
will remain binding in accordance with their terms.
| |
AGREEMENT FOR TERMINATION OF
AGREEMENT OF PURCHASE AND SALE
VAN PHAT DAT JSC – PHI GROUP INC | 3 |
IN
WITNESS WHEREOF, the Parties hereto have agreed and executed this Agreement for Termination of Agreement of Purchase and Sale as
of the day and year first above written.
Dated:
June 27, 2023
| PHILUX
GLOBAL GROUP INC. |
|
VAN
PHAT DAT EXPORT JSC |
| (f/k/a
PHI GROUP, INC.) |
|
a
Vietnamese joint stock company |
| a
Wyoming corporation, U.S.A. |
|
|
| By:/signed
and sealed/ Henry D. Fahman |
|
By:
/signed and sealed/ Pham Huu Tai |
| Henry
D. Fahman |
|
Pham
Huu Tai |
| Chairman
& CEO |
|
General
Director |
| SELLER |
|
WITNESS |
| BÊN
BÁN |
|
CHỨNG
KIẾN |
| By:
/s/ Huynh Ngoc Vu |
|
By:
/s/ Jack Vo |
| Huynh
Ngoc Vu |
|
Jack
Vo |
| An
individual |
|
Vice
President, Philux Global Group Inc. |
| Global
Business Development |
|
|
| |
AGREEMENT FOR TERMINATION OF
AGREEMENT OF PURCHASE AND SALE
VAN PHAT DAT JSC – PHI GROUP INC | 4 |
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