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): August 14, 2017
PHI GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 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) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry Into a Material Definitive Agreement.
On August 14, 2017, PHI Group, Inc. (the “Company”), entered into a Master Business Cooperation Agreement with Tho Xuan Duong Joint Stock Company, a Vietnam-based company, signed a Master Business Cooperation Agreement with Tho Xuan Duong Joint Stock Company (“TXD”), a Vietnamese company recognized by Guinness World Records with nearly four centuries of history in Vietnamese traditional medicine and herbs.
According to the Agreement, PHIL will assist TXD to promote and advertise TXD’s history, brand and traditional medicinal products and treatments on a global basis; set up manufacturing facilities and/or establish strategic alliances with pharmaceutical production and distribution companies in Europe, the United States, the Middle East, Central and South America, Africa and other selective geographical areas; and access funding sources to implement TXD’s business plan.
In addition, PHIL considers acquiring an equity interest in TXD and/or exchange of ownership between the two companies by way of stock swap to form a strategic alliance. PHIL will cooperate with TXD to build and develop raw material areas, preliminary and full-scale processing facilities for herbal medicines, and herbal medicine tourism area in Sapa, Lao Cai Province, Northern Vietnam. PHI will also assist TXD to obtain special medical devices using Low Level Laser Light Therapy technologies developed by American Laser Healthcare Corp., a US company, which has been cleared by the U.S. FDA for pain treatment, needleless acupuncture, and other diseases.
The foregoing description of the Master Business Cooperation Agreement between PHI Group, Inc. and Tho Xuan Duong Joint Stock Company dated August 14, 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.
The Company intends to use TXD’s medicinal plants in conjunction with medical cannabis for the planned wellness resort center in Transylvania, Romania as announced in the Company’s press release issued on January 30, 2018.
SECTION 7 – REGULATION FD DISCLOSURE
Item 7.01 Regulation FD Disclosure
Press Releases
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.
1. On August 22, 2017, PHI Group, Inc. issued a press release entitled “PHI Group Forms Strategic Alliance with Tho Xuan Duong JSC, a Vietnamese Traditional Medicine and Herbal Company with Nearly 400 Years’ History.”
The text of the press release in its entirety is attached herewith as Exhibit 99.1.
2. On January 30, 2018, PHI Group, Inc. issued a press release entitled “PHI Group Updates on Industrial Park, Greenhouse, Medical Cannabis and Wellness Treatment Resort Projects in Transylvania, Romania.”
The text of the press release in its entirety is attached herewith as Exhibit 99.2.
3. On February 1, 2018 PHI Group, Inc. issued a press release entitled “ American Pacific Resources Launches GILDEX Blockchain Coins for Gold Industry, Estimated to Bring Upwards of $1 Billion Value in the Coming Year.”
The text of the press release in its entirety is attached herewith as Exhibit 99.3.
SECTION 8 – OTHER EVENTS
Item 8.01
With respect to the press release issued on February 1, 2018 regarding the launch of GILDEX Blockchain Coins for the gold industry, we intend to deliver various important shareholder disclosures, including but not limited to, our desire to file a Form S-1 and detailed prospectus as may be required, which shall include the nature of the ICO, the business and management involved, risks to potential investors, the process of the ICO initiation to the market, market and industry data and other factors that may impact the ICO and its present and future viability, as well as a finalized whitepaper to be presented to the public as soon as practical.
On another note, the Company’s management has worked together the last few weeks to discuss the future of PHI Group, Inc. as it solidifies its international business enterprises. In that regard, management is currently considering various additional corporate updates, among other things, that will ultimately prove to be shareholder-friendly, such as new stock dividend distributions from American Pacific Resources, Inc. and other selective subsidiaries of the Company, free or discounted allocations of GILDEX Coins to the Company’s shareholders, and amending the Company’s authorized capital structure, etc.
SECTION 9 – FINANCIAL STATEMENTS AND EXHBITS
Item 9.01 Financial Statements and Exhibits
The following is a complete list of exhibits 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: February 5, 2018
| PHI GROUP, INC. | ||
| (Registrant) | ||
| By: | /s/ Henry D. Fahman | |
| Henry D. Fahman | ||
| Chairman and CEO |
Exhibit 99.1 Press Release
PHI Group Forms Strategic Alliance with Tho Xuan Duong JSC, a Vietnamese Traditional Medicine and Herbal Company with Nearly 400 Years’ History
NEW YORK, Aug. 22, 2017 (GLOBE NEWSWIRE) — PHI Group, Inc., (www.phiglobal.com) (OTCQB:PHIL), a company focused on mergers and acquisitions and investments in natural resources, energy, agriculture, healthcare and special situations, announced today that it has signed a Master Business Cooperation Agreement with Tho Xuan Duong Joint Stock Company (“TXD”), a Vietnamese company recognized by Guinness World Records with nearly four centuries of history in Vietnamese traditional medicine and herbs.
According to the Agreement, PHIL will assist TXD to promote and advertise TXD’s history, brand and traditional medicinal products and treatments on a global basis; set up manufacturing facilities and/or establish strategic alliances with pharmaceutical production and distribution companies in Europe, the United States, the Middle East, Central and South America, Africa and other selective geographical areas; and access funding sources to implement TXD’s business plan.
In addition, PHIL considers acquiring an equity interest in TXD and/or exchange of ownership between the two companies by way of stock swap to form a strategic alliance. PHIL will cooperate with TXD to build and develop raw material areas, preliminary and full-scale processing facilities for herbal medicines, and herbal medicine tourism area in Sapa, Lao Cai Province, Northern Vietnam. PHI will also assist TXD to obtain special medical devices using Low Level Laser Light Therapy technologies developed by American Laser Healthcare Corp., a US company, which has been cleared by the U.S. FDA for pain treatment, needleless acupuncture, and other diseases.
Dr. Giang Tuan Phung, Chairman and CEO of Tho Xuan Duong, stated, “We are excited to collaborate with PHI Group to develop additional raw material areas, modernize our processing capabilities, and broaden our reach to selective international markets to make our precious herbal healthcare products and services available to users on a global basis.”
Henry Fahman, CEO of PHI Group, said, “We are delighted to work with TXD and confident that our cooperation will greatly benefit not only shareholders of both companies but also many people all over the world by making TXD’s products more accessible.”
On another note, PHI Group is in the process of acquiring a 20-year old pharmaceutical and medical device distribution company in Europe as a platform to provide Tho Xuan Duong’s products to European countries.
About PHI Group
PHI Group (www.phiglobal.com) primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly owned subsidiary, PHI Capital Holdings, Inc. (www.phicapitalholdings.com)
About
Tho Xuan Duong
Following the tradition of nearly four centuries through sixteen generations, starting with Mr. Phung Van Duong at the Le Dynasty Medical Institute in Vietnam, Tho Xuan Duong is the oldest traditional medicine company in Vietnam, recognized by Guinness World Records. The Company provides prized herbal medicinal products and treatments for a wide variety of diseases. It has treated patients from over a hundred countries around the world. TXD is in the process of developing additional raw material areas, preliminary and full-scale processing facilities for herbal medicines, and herbal medicine tourism area in Sapa, Lao Cai Province, Northern Vietnam. Website: www.thoxuanduong.com
Safe
Harbor
This news release contains forward-looking statements that are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of such forward-looking statements pursuant to the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Press Contact: Henry Fahman +1-702-475-5430 henry@phiglobal.com
Exhibit 99.2 Press Release
PHI Group Updates on Industrial Park, Greenhouse, Medical Cannabis and Wellness Treatment Resort Projects in Transylvania, Romania
Project Revenues Expected to Exceed $150 million for FY 2019
NEW YORK, Jan. 30, 2018 (GLOBE NEWSWIRE) — Via OTC PR Wire — PHI Group, Inc., (www.phiglobal.com) (OTCQB:PHIL), a company focused on mergers and acquisitions and investments in natural resources, energy, agriculture and special situations, announced today that it has finalized the terms and conditions for the definitive agreement with its Transylvanian partner in order to close this joint venture transaction in the next few weeks.
According to the development plan, the Company will use a Romanian subsidiary to build an industrial park, 5-MW to 50-MW gas-fired clean energy fully integrated power plant in stages, 30 hectares of greenhouses, and a wellness treatment resort center in Transylvania, Romania. Projected revenues for this combined program are expected to exceed $150 million for FY 2019.
For the greenhouses, the Company will focus on growing organic medicinal plants such as medical cannabis, lingzhi mushroom (ganoderma lucidum), wild bitter melon (momordica charantia),saffron (crocus sativus), and other precious herbs that can be used for medical purposes and command much higher prices than regular crops. We intent to incorporate our PHI EZ Water’s water enhancement systems (www.phiezwater.com) and Abundant Farms’ organic fertilizer for the greenhouse operations.
The Wellness Resort center will cater to tourists and people who seek holistic, natural medical treatments. We have partnered with Tho Xuan Duong Co., a 400-year-old traditional medicine company, (http://www.thoxuanduong.com/) to make natural treatment services available to users at this resort location. Greater details about the wellness treatment resort will be provided after the closing of this transaction.
Henry Fahman, Chairman and CEO of PHI Group, stated:” We are privileged and grateful to have received strong support and encouragement from the Transylvanian local and central governments. Since these projects are considered green, they are eligible for non-recourse funding from the European Union. In addition, we plan to finance them through a Luxembourg fund and may also utilize additional financing from major European banks.”
Horace Horumba, President of PHI Group Eastern Europe, added:” We are pleased to have concluded our due diligence and decided to move forward with the first stage already under process, opening a PHI Group’s subsidiary in Romania. We are also honored to pioneer a fully integrated process from cogeneration plant, greenhouse and production facilities for nutritional and pharmaceutical products. Hence, our plans for the Wellness Resort will compliment and add a great value for market segmentation in the European Union for our products & services. With our long standing partnerships and diversified investments such as organic fertilizer production, PHI EZ Water and Tho Xuan Duong Co., we will be able to integrate perfectly in a process to create value for the company as we serve Romania as well as a conduit for European Union markets.”
About PHI Group
PHI Group (www.phiglobal.com) primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly owned subsidiary, PHI Capital Holdings, Inc. (www.phicapitalholdings.com)
Safe Harbor
This news release contains “forward-looking statements” pursuant to the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may”, “future”, “plan” or “planned”, “will” or “should”, “expected,” “anticipates”, “draft”, “eventually” or “projected”, which are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements as a result of various factors.
Contact:
Henry Fahman
PHI Group, Inc.
henry@phiglobal.com
Exhibit 99.3 Press Release
American Pacific Resources Launches GILDEX Blockchain Coins for Gold Industry, Estimated to Bring Upwards of $1 Billion Value in the Coming Year
New York, NY, Feb. 01, 2018 (GLOBE NEWSWIRE) — PHI Group, Inc., (www.phiglobal.com) (OTCQB:PHIL), a company focused on mergers and acquisitions and investments in natural resources, energy, agriculture and special situations, announced today that American Pacific Resources, Inc. (www.aprgold.com), a wholly owned subsidiary of the Company, has completed its plan for the world’s first gold exchange based on smart contracts using blockchain technology. This could be the most significant development in its corporate history that promises to bring about an immediate monumental turnaround and create unprecedented value for the Company.
We believe that the launching of GILDEX will propel the Company to a continuous path of growth and profitability. The Coin is estimated to bring upwards of $1 Billion value in the coming year.
GILDEX Coin is a cryptocurrency leveraging technology and capital to bridge the gap between gold producers and consumers. GILDEX is a game changer that brings complete transparency to the gold industry by using the blockchain technology to enable investors to get access to physical gold for about half of the spot price. The GILDEX Coins will be available to the public in the next few weeks.
The Company is considering options to provide meaningful rewards to our shareholders in the coming months when American Pacific Resources has reached certain significant milestones.
Henry Fahman, Chairman and CEO of PHI Group, stated:” We are excited to take advantage of the blockchain technology to deliver significant value for consumers and investors by bridging the gap between gold producers and end users. We are confident that GILDEX will be able to propel the growth and expansion of American Pacific Resources far beyond our recent estimates and greatly benefit our shareholders in the years to come.”
About PHI Group
PHI Group (www.phiglobal.com) primarily focuses on mergers and acquisitions and invests in select industries and special situations that may substantially enhance shareholder value. PHI Group also provides M&A and consulting services through its wholly owned subsidiary, PHI Capital Holdings, Inc. Currently the Company’s subsidiaries include: American Pacific Resources, Inc. (www.aprgold.com), Abundant Farms, Inc., PHI Capital Holdings, Inc. (www.phicapitalholdings.com), PHI EZ Water Tech, (www.phiezwater.com), PHI Group Regional Center, LLC, PHIVITAE Corporation, Constructii SA Group, Inc., and a new company being formed for the integrated industrial park, green power plant and wellness resort project in Romania.
Safe Harbor
This news release contains “forward-looking statements” pursuant to the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may”, “future”, “plan” or “planned”, “will” or “should”, “expected,” “anticipate”, “believe”, “confident” or “projected”, which are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements as a result of various factors.
Contact: Henry Fahman
henry@phiglobal.com
Source: PHI Group, Inc.