Current Report Filing (8-k)
30 June 2023 - 1:30AM
Edgar (US Regulatory)
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0000704172
2023-06-29
2023-06-29
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iso4217:USD
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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 29, 2023
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: 714-793-9227
(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
June 29, 2023, 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 and subject to liquidity
conditions, satisfaction of certain open contractual obligations and the judgment of the Company’s Board of Directors and Management
with respect to optimal use of potentially available funds in the future:
| 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. (n/k/a Philux Global Group Inc.) |
| |
b. |
Amount
of repurchasable shares: As many as economically conducive and optimal for the Company. |
| |
c. |
Total
repurchase dollar amount: To be determined by prevalent market prices at the times of transaction. |
| |
d. |
Methods
of repurchase: Open market purchase and/or negotiated transactions. |
| |
e. |
Repurchase
period: As soon as practical until December 31,
2023. |
| |
f. |
The
Company intends to fund the proposed share repurchase program with proceeds from long-term financing programs, future earnings, disposition
of non-core assets and other potential sources, subject to liquidity, availability of funds, comparative judgment of optimal use of available
cash in the future, and satisfaction of certain open contractual obligations. |
| |
g. |
The
share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s creditors
and may be terminated at any time based on future circumstances and judgment of the Company. |
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 29, 2023
PHI
GROUP, INC.
(n/k/a
PHILUX GLOBAL GROUP INC.) |
|
| (Registrant)
|
|
| |
|
|
| By: |
/s/
Henry D. Fahman |
|
| |
Henry
D. Fahman |
|
| |
Chairman
and CEO |
|
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