Current Report Filing (8-k)
January 20 2022 - 8:31AM
Edgar (US Regulatory)
0000704172
false
PHI GROUP INC
0000704172
2022-01-18
2022-01-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 18, 2022
(Exact
name of registrant as specified in its charter)
Wyoming
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001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2323
Main Street, Irvine, CA
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92614
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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: 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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Precommencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Precommencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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PHIL
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OTC
Markets
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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. ☐
/2
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
January 18, 2022, PHI Group, Inc. (the “Registrant”) entered into an Agreement of Purchase and Sale with
Five Grain Treasure Spirits Co., Ltd.
(“FGTS”), a
company organized and existing by virtue of the laws of People’s
Republic of China, with principal business address at Jigu Road Economic Zone, Shulan City, Jilin Province, China, and the holders of
majority equity ownership in FGTS (the “Majority Shareholders”) to acquire seventy percent (70%) of ownership in FGTS for
the total purchase price of one hundred million U.S. dollars, to be paid according to the following schedule:
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(i)
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A
two percent (2%) earnest deposit of the Total Purchase Price shall be paid upon the signing of this Agreement;
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(ii)
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Thirty-two
Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666) shall be paid on March 18, 2022;
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(ii)
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Thirty-two
Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666) shall be paid on June 18, 2022; and
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(ii)
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Thirty-two
Million Six Hundred Sixty-Six U.S. Dollars (USD 32,666,666) shall be paid on September 18, 2022.
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The
Closing of this transaction is scheduled for September 18, 2022 or sooner when the total purchase price is paid in full.
The
foregoing description of the Agreement of Purchase and Sale dated January 18, 2022 among PHI Group, Inc., Five Grain Treasure Spirits
Co., Ltd. and its Majority Shareholders 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:
January 20, 2022
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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