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 28, 2020
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 December 28, 2020, 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 June 29, 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 13 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 December 31, 2020. | |
| 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 prevalent 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 June 30, 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 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. |
II. Extension of Record Date for the Spin-off of Common Stock of American Pacific Resources, Inc.
On December 28, 2020, 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 June 29, 2020 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company 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, 2020 (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 American Pacific Resources, Inc. 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 adverse effects of the coronavirus pandemic, it deems necessary for the Company to further extend the Record Date of the American Pacific Resources, Inc. (“APR”) special stock dividend to June 30, 2021 in order to enable the Company to comply with the contractual obligations in connection with certain outstanding convertible notes and at the same time allow this subsidiary additional time to reach certain milestones that would make the planned spin-off of APR economically significant to the Company’s shareholders;
NOW, THEREFORE, BE IT RESOLVED, that the Company 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 American Pacific Resources, Inc. 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.
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 | ||
| 10.2 |
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: December 29, 2020
| PHI GROUP, INC. | ||
| (Registrant) | ||
| By: | /s/ Henry D. Fahman | |
| Henry D. Fahman | ||
| Chairman and CEO | ||
EXHIBIT 10.1
WRITTEN CONSENT OF DIRECTORS TO CORPORATE ACTION
WITHOUT MEETING OF PHI GROUP, INC.
TO EXTEND REPURCHASE OF COMMON STOCK
The undersigned, being all of the directors of 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”), and thus constituting a quorum, hereby adopt the following resolutions in lieu of a meeting on this 28th day of December 2020.
WHEREAS, on June 29, 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 13 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 December 31, 2020. | |
| 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 prevalent 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 June 30, 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 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. |
FURTHER RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and directed to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in the best interests of the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby (as conclusively evidenced by the taking of such actions or the execution and delivery of such instruments and documents, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Company.
By their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.
| Dated: December 28, 2020 | ||
| /s/ Tam Bui | /s/ Henry D. Fahman | |
| Tam Bui, Director | Henry D. Fahman, Director | |
| /s/ Frank Hawkins | ||
| Frank Hawkins, Director |
EXHIBIT 10.2
WRITTEN CONSENT OF DIRECTORS TO CORPORATE ACTION
WITHOUT MEETING OF PHI GROUP, INC.
The undersigned, being all of the directors of 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”), hereby adopt the following resolutions in lieu of a meeting on this 28th day of December 2020.
WHEREAS, on June 29, 2020 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company 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, 2020 (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 American Pacific Resources, Inc. 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 adverse effects of the coronavirus pandemic, it deems necessary for the Company to further extend the Record Date of the American Pacific Resources, Inc. (“APR”) special stock dividend to June 30, 2021 in order to enable the Company to comply with the contractual obligations in connection with certain outstanding convertible notes and at the same time allow this subsidiary additional time to reach certain milestones that would make the planned spin-off of APR economically significant to the Company’s shareholders;
NOW, THEREFORE, BE IT RESOLVED, that the Company 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 American Pacific Resources, Inc. 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.
FURTHER RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and directed to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in the best interests of the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby (as conclusively evidenced by the taking of such actions or the execution and delivery of such instruments and documents, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Company.
By their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.
| Dated: December 28, 2020 | ||
| /s/ Tam Bui | /s/ Henry D. Fahman | |
| Tam Bui, Director | Henry D. Fahman, Director | |
| /s/ Frank Hawkins | ||
| Frank Hawkins, Director |