PHIL PHI Group Inc (PK)

 

 

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. ☐

 

 

 

Section 1 – Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement

 

On June 27, 2023, SAPHIA ALKALI JOINT STOCK COMPANY, a Vietnamese joint stock company with principal business address at No 27, Sub-alley 1, Alley 104, Viet Hung Street, Viet Hung Ward, Long Bien Distirct, Hanoi City, Vietnam, represented by Mrs. Nguyen Phuong Dung, its Chairperson, hereinafter referred to as “SAP,” and PHI GROUP INC. (/n/k/a PHILUX GLOBAL GROUP INC.), a corporation duly organized under the laws of the state of Nevada, and re-domiciled under the laws of the State of Wyoming U.S.A., with principal business offices at 2323 Main Street, Irvine, CA 92614, U.S.A., represented by Mr. Henry D. Fahman, its Chairman and Chief Executive Officer, hereinafter referred to as “PGG,” signed a Business Cooperation Agreement and agreed to undertake the followings:

 

- SAP and PGG agree to jointly cooperate primarily in the areas of alkali technologies as well as any other business that may be considered mutually beneficial.

 

- Specifically, SAP and PGG will initially focus on forming a company in the United States (“NewCo”) to finance, manufacture, sell and distribute SAP’s proprietary alkali products on a worldwide basis, except Vietnam and certain territorries that are handled directly by SAP.

 

- SAP will initially make available and transfer certain technologies as may be needed to NewCo to serve the needs of this Business Cooperation Agreement.

 

- The relationship established between SAP and PGG by this Agreement shall be exclusive with respect to the areas of SAP’s proprietary technologies outside of Vietnam.

 

- The Parties shall agree on the roles, responsibilities and benefits of each party in connection with NewCo or other particular business undertakings, which shall be detailed in a separate definitive agreement.

 

- In particular, PGG will be responsible for providing or causing to be provided three hundred million U.S. dollars (USD 300,000,000), or more, from time to time to NewCo as may be needed to implement the latter’s business plan in connection with this Business Cooperation Agreement. Hereby, a group of shareholders appointed by PGG will own 40% of NewCo’s equity interest and a group of shareholders appointed by SAP will own 60% of NewCo’s equity interest.

 

- The parties herein shall determine the capital structure of NewCo in a separate subsequent addendum to this Business Cooperation Agreement.

 

- The Business Cooperation Agreement shall be effective upon signing and shall terminate in writing by the Parties.

 

The foregoing description of the Business Cooperation Agreement dated June 27, 2023 between Saphia Alkali Joint Stock Company and Philux Global Group Inc. 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		Business Cooperation Agreement dated June 27, 2023 between Saphia Alkali Joint Stock Company and Philux Global Group Inc.
99.1		Press release dated June 28, 2023
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: July 3, 2023

 

PHI GROUP, INC.
(Registrant)
By:	/s/ Henry D. Fahman
	Henry D. Fahman
	Chairman and CEO

 

 

EXHIBIT 10.1

 

BUSINESS COOPERATION AGREEMENT

 

This Business Cooperation Agreement (“Agreement”) is made as of this 27^th day of June 2023 (“The Effective Date”), by and between:

 

SAPHIA ALKALI JOINT STOCK COMPANY, a Vietnamese joint stock company with principal business address at No 27, Sub-alley 1, Alley 104, Viet Hung Street, Viet Hung Ward, Long Bien DistirctHanoi City, Vietnam, represented by Mrs. Nguyen Phuong Dung, its Chairperson, hereinafter referred to as “SAP,” and

 

PHILUX GLOBAL GROUP INC., a corporation duly organized under the laws of the state of Nevada, and re-domiciled under the laws of the State of Wyoming U.S.A., with principal business offices at 2323 Main Street, Irvine, CA 92614, U.S.A., represented by Mr. Henry D. Fahman, its Chairman and Chief Executive Officer, hereinafter referred to as “PGG”.

 

WITNESSETH:

 

WHEREAS, SAP and PGG desire to establish a bona fide professional association with each other based on respect, trust, integrity, and mutual benefits as the basis for further business cooperation with regard to certain pertinent business activities, especially in the area of alkali technologies.

 

WHEREAS, SAP has successfully researched and developed proprietary alkali technologies and has manufactured various products that have been effectively applied in the areas of functional foods, food supplements, healthcare, agriculture, environment and others.

 

WHEREAS, PGG is a diversified holding company with a number of subsidiaries, including those engaged in advisory and financial services: (1) Philux Global Advisors, Inc., a Wyoming company specializing in advisory services for international financial investment funds and (2) Philux Global Funds, a Luxembourg Reserved Alternative Investment Fund, with various sub-funds.

 

ARTICLE 1. Scope of cooperation

 

SAP and PGG agree to jointly cooperate primarily in the areas of alkali technologies as well as any other business that may be considered mutually beneficial.

 

Specifically, SAP and PGG will initially focus on forming a company in the United States (“NewCo”) to finance, manufacture, sell and distribute SAP’s proprietary alkali products on a worldwide basis, except Vietnam and certain territorries that are handled directly by SAP.

 

SAP will initially make available and transfer certain technologies as may be needed to NewCo to serve the needs of this Business Cooperation Agreement.

 

 

ARTICLE 2. Relationship

 

The relationship established between SAP and PGG by this Agreement shall be exclusive with respect to the areas of SAP’s proprietary technologies outside of Vietnam.

 

ARTICLE 3. Roles, Responsibilities and Benefits

 

The Parties shall agree on the roles, responsibilities and benefits of each party in connection with NewCo or other particular business undertakings, which shall be detailed in a separate definitive agreement.

 

In particular, PGG will be responsible for providing or causing to be provided three hundred million U.S. dollars (USD 300,000,000), or more, from time to time to NewCo as may be needed to implement the latter’s business plan in connection with this Business Cooperation Agreement. Hereby, a group of shareholders appointed by PGG will own 40% of NewCo’s equity interest and a group of shareholders appointed by SAP will own 60% of NewCo’s equity interest.

 

The parties herein shall determine the capital structure of NewCo in a separate subsequent addendum to this Business Cooperation Agreement.

 

ARTICLE 4. Term

 

This Agreement shall be effective upon signing and shall terminate in writing by the Parties.

 

ARTILCE 5. Governing Law

 

This Business Cooperation Agreement shall be governed and construed in accordance with the laws of the Socialist Republic of Vietnam.

 

ARTICLE 6. Covenant of Good Faith

 

The parties agree that their relationship is based upon good faith and fair dealing and that good faith is of the essence of this Agreement. All information provided by either party to the other will be accurate and complete to the best knowledge and belief of the disclosing party, and each party will act in good faith in fact in all dealings with the other party and its affiliates and contacts.

 

 

ARTICLE 7. Notices

 

All notices, requests, or other communications pursuant to this Business Cooperation Agreement shall be in writing or by facsimile transmission and shall be deemed to have been duly given (i) on the date of service, if delivered in person or by facsimile transmission; or (ii) one business day after sending by priority overnight delivery services; or (iii) 10 business days after mailing by first class, registered or certified mail, postage prepaid, and properly addressed as follows:

 

If to SAP:

 

SAPHIA ALKALI JOINT STOCK COMPANY

Attn: Mrs. Nguyen Phuong Dung, Chairperson

No 27, Sub-alley 1, Alley 104, Viet Hung Street

Viet Hung Ward, Long Bien Distirct, Hanoi City, Vietnam

Telephone: +84-90 666 3268

E-mail: phuongdung@kiemsaphia.com

 

If to PGG:

 

Philux Global Group, Inc.

Attn: Henry D. Fahman, Chairman & CEO

2323 Main Street,

Irvine 92614, U.S.A.

Telephone: (714) 793-9227

Facsimile: (702) 472-8556

E-mail: henry@philuxglobal.com

 

or at such other address as the party affected may designate in a written notice to such other party in compliance with this paragraph.

 

ARTICLE 8 . No Violation

 

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of the charter or by-laws of SAP and PGG, or any commitments and obligations on the part of SAP and PGG or violate, or be in conflict with, or constitute a default under, any agreement or commitment to which SAP and PGG are a party to, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or government authority.

 

ARTICLE 9. Consents

 

No consent of any person, other than the signatories hereto, is necessary to the consummation of the transactions contemplated hereby including, without limitation, consents from parties to loans, contracts, leases or other agreements and consents from government agencies, whether federal, state, province or local.

 

ARTICLE 10. Assignment

 

This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party without the prior written consent of the other party, except by operation of law.

 

ARTILCE 11. Authority to Execute This Business Cooperation Agreement

 

The Parties to this Business Cooperation Agreement declare that they have full authority to execute this document and accordingly to be fully bound by the terms and conditions herein.

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Business Cooperation Agreement to be executed by their authorized representative as of the date first set forth above.

 

	Dated: June 27, 2023		Dated: June 27, 2023
	FOR AND ON BEHALF OF		FOR AND ON BEHALF OF
	SAPHIA ALKALI JSC		PHILUX GLOBAL GROUP INC
	/s&s/Nguyen Phuong Dung		/s&s/ Henry D Fahman
	Nguyen Phuong Dung		Henry D Fahman
	Chairperson		Chairman & CEO
	WITNESS:
	/s/ Jack Vo Dinh Hoang
	Jack Vo Dinh Hoang
	Vice President
	Philux Global Group Inc.

 

 

 

EXHIBIT 99.1

 

PHI Group, Inc. and Vietnam-based Saphia Alkali JSC Sign Agreement to Provide Innovative Proprietary Products for Healthcare, Agriculture, Aquaculture and the Environment to International Markets

 

PUBLISHED

JUN 28, 2023 6:45AM EDT

 

New York, June 28, 2023 (GLOBE NEWSWIRE) — PHI Group, Inc. (n/k/a Philux Global Group Inc., www.philuxglobal.com, PHIL), is pleased to announce that the Company has signed a Business Cooperation Agreement with Saphia Alkali JSC, a Vietnamese joint stock company (https://kiemsaphia.com/), to cooperate in financing, manufacturing, selling and distributing Saphia Alkali’s proprietary alkali products on a worldwide basis.

 

According to the agreement, the companies have incorporated “Sapphire Alkali Global Group,” a Wyoming corporation, Registration ID 2023-001291498, as the parent company to implement this Business Cooperation Agreement. Philux Global Group and its affiliates will be responsible for providing three hundred million U.S. dollars towards this enterprise and will hold forty percent of ownership in Sapphire Alkali Global Group whereas Sapphire Alkali JSC will hold the remaining sixty percent.

 

Saphia Alkali JSC’s solutions are 100% herbal alkalis, undergoing proprietary activated technologies, formed in the form of natural compounds with high alkalinity in material form with a pH level reaching 13 +/- 1, and very rich in natural compositions, plant antibiotics, minerals, microbes, and vitamins.

 

The most powerful strengths of Saphia Alkali JSC’s herbal alkalis are the abilities to neutralize excess acid in the body, to restore balance in the body in a short period of time, and to aid in the healing of damaged cells in the body.

 

Furthermore, Saphia Alkali’s herbal alkalis contain a variety of medicinal substances, including natural compounds and high plant antibiotics such as Glycosides, Flavonoids, Terpenoids, Saponins, and others, which have anti-inflammatory and anti-swelling properties within the body.

 

Current Saphia Alkali JSC’s reputable healthcare products include:

 

Saphia Alkali Balance: a health supplement that aids in the treatment of metabolic disorders and imbalances in the body. Suitable for thin people, people with poor resistance, or in early stage of catching diseases.

 

Saphia Alkali DD: a health supplement that aids in the regeneration of healthy tissues and healing of gastrointestinal ulcers such as: antral inflammation, gastric ulcer, gastric congestion, etc.

 

Saphia Alkali GT: a health supplement that has the following effects: detoxifying the liver, reducing rashes, urticaria due to internal heat, reducing liver enzymes, eliminating kidney toxicity, reducing nocturia, cramps, improving physiological ability, and increasing vitality.

 

Saphia Alkali TG: a health supplement that effectively enhances resistance, detoxifies, and protects liver and kidney functions.

 

Saphia Alkali UB: a health supplement that protects the immune system and enhances the resistance of patients. It aids in reducing tumor size and balancing alkaline and acid environment in the body.

 

Saphia Alkali X300 (Saphia Alkali D-REVIE X300): a reputable health supplement that effectively supports antioxidant capacity, enhances health, helps improve resistance, and reduces fatigue. It helps limit the harmful effects of oxidation.

 

Saphia Alkali XK: a health supplement that has proven to elliviate osteoarthritis pain, arthritis, regenerate damaged cartilage bone cells, and slow down the process of aging and osteoarthritis.

 

Besides these and other healthcare-related products, Saphia Alkali JSC has also developed successful solutions for agriculture, aquaculture, and environment using its proprietary activated alkali technonogies.

 

 

Mrs. Dung Phuong Nguyen, Saphia Alkali JSC’s Chairperson and Inventor, stated: “We are very pleased to have Philux Global Group as our partner in this exciting journey ahead to bring healing, well-being and benefits to many people. Our herbal alkaline water is not an usual alkaline water, it carries the prayer of its inventor, wishing peace and health to everyone.”

 

Mr. Henry Fahman, Chairman and Chief Executive Officer of PHI Group, Inc., concurred: “We are delighted to partner with Mrs. Dung Phuong Nguyen and Saphia Alkali JSC to make the products of their love and labor available to people that are in need in many parts of the world.”

 

About Saphia Alakali JSC

 

Saphia Alkali JSC is a Vietnam-based joint stock company (https://kiemsaphia.com/) engaged in the research and producion of herbs, functional foods and natural compounds from biotechnologically activated 100% from nature. In addition to its applications in the pharmaceutical industry, Saphia Alkali JSC’s proprietary activated alkalis are used as raw materials for factories producing pharmaceuticals, cosmetics, biocides, food preservation, etc., that are 100% safe. The Company has successfully created products for healthcare, agriculture, aquaculture and the environment.

 

About PHI Group

 

PHI Group (n/k/a Philux Global Group Inc., www.phiglobal.com, PHIL) primarily focuses on Philux Global Funds, a group of Luxembourg bank funds organized as “Reserved Alternative Investment Fund” (“RAIF”) (www.philuxfunds.com), and building the Asia Diamond Exchange (“ADE”) in Vietnam. The Company also engages in mergers and acquisitions and invests in attractive businesses that have large, growing market potential and select special situations that may substantially enhance long-term shareholder value.

 

Safe Harbor Act and Forward-looking Statements

 

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:

 

Philux Global Group Inc., (f/k/a PHI Group, Inc.) Email: info@philuxglobal.com Phone: +1-714-793-2977

 

 

 

v3.23.2

Cover	Jun. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 27, 2023
Entity File Number	001-38255-NY
Entity Registrant Name	PHI GROUP, INC.
Entity Central Index Key	0000704172
Entity Tax Identification Number	90-0114535
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	2323 Main Street
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	714
Local Phone Number	793-9227
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PHIL
Entity Emerging Growth Company	false

---