Current Report Filing (8-k)
29 June 2023 - 6:46AM
Edgar (US Regulatory)
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2023-06-27
2023-06-27
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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 |
|
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