UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(n/k/a PHILUX GLOBAL GROUP INC.‚
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 | ||
| 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.
| Exhibit No. | Description | |
| 10.1 | Agreement dated June 27, 2023 for Termination of Agreement of Purchase and Sale among Philux Global Group, Van Phat Dat Joint Stock Company and Huynh Ngoc Vu. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||