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. ☐.

 

 

 

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

 

 

EXHIBIT 10.1

 

AGREEMENT FOR TERMINATION

OF AGREEMENT OF PURCHASE AND SALE

 

This AGREEMENT FOR TERMINATION OF AGREEMENT OF PURCHASE AND SALE (“Termination Agreement”) is made on the 27th day of June 2023, to be retroactively effective August 16, 2022, (the “Effective Date”), by and among Philux Global Group Inc. (f/k/a PHI Group, Inc., “PGG”), a U.S. public company organized and operating in accordance with the law of the State of Wyoming, with principal business address at 2323 Main Street, Irvine, CA 92614, USA, hereinafter referred to as “PGG”, 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, hereinafter referred to as “VPD” and its majority shareholder Huynh Ngoc Vu, hereinafter referred to as “Seller”.

 

WITNESSETH:

 

WHEREAS, effective August 16, 2022 PGG, VPD and Seller entered into an Agreement of Purchase and Sale whereby PGG covenanted and agreed to buy from Seller on behalf of Philux Global Trade Inc., a subsidiary of PGG (“PGT”), and Seller covenanted and agreed to sell to PGT Five Million One Hundred Thousand (5,100,000) Shares of Ordinary Stock of VPD, which is equivalent to Fifty-One percent (51.00%) of all the issued and outstanding Ordinary Stock of VPD, which shares were owned by Seller, for a total price of Six Million One Hundred Twenty-Seven Thousand Eight Hundred Ninety-Five U.S. Dollars ($US 6,127,895) pursuant to the terms and conditions of this Agreement of Purchase and Sale.

 

As consideration for the issuance of a convertible promissory note (the “Convertible Promissory Note”) by PGT, Seller would transfer and deliver to PGT the ownership and possession of Five Million One Hundred Thousand (5,100,000) Shares of Ordinary Stock of VPD, which is equivalent to Fifty-One percent (51.00%) of all the issued and outstanding Ordinary Stock of VPD owned by Seller (“Acquired Assets”).

 

As consideration for the consideration provided by Seller, PGT would pay to Seller and/or their designee(s) the Total Purchase Price of Six Million One Hundred Twenty-Seven Thousand Eight Hundred Ninety-Five U.S. Dollars ($US 6,127,895) in form of a Convertible Promissory Note, as defined below.

 

The Convertible Promissory Note, which is guaranteed by PGG and carries no interest, shall become due and payable one hundred eight (180) days commencing the date of issuance and may be convertible into Common Stock of PGT any time after such this subsidiary has become a publicly traded company in the U.S.A. for at least one week, at a Variable Conversion Price (as defined herein). The Variable Conversion Price to be used in connection with the conversion into Common Stock of PGT shall mean 50% multiplied by the Market Price (as defined herein), representing a discount rate of 50%, of that Common Stock. “Market Price” means the average Trading Price for the Common Stock of PGT during the ten (10) trading-day period ending one trading day prior to the date the Conversion Notice is sent by the Holder of the Convertible Promissory Note to PGT via facsimile or email (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing price on the OTC Markets, OTCQB, NASDAQ Stock Markets, NYSE or applicable trading market as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to PGT and Holder of the Convertible Promissory Note.

 

 

The issuance and transfer of shares of Ordinary Stock of VPD from the Seller to PGT would qualify as a transaction in securities that is fully compliant with the laws of Socialist Republic of Vietnam.

 

WHEREAS, on and effective September 30, 2022 PGG, VPD and Seller entered into a Closing Memorandum for the afore-mentioned Agreement of Purchase and Sale, as reported in Form 8-K filed with the U.S. Securities and Exchange Commission on October 06, 2022.

 

WHEREAS, due to a significant change in the operating results of VPD during the latest fiscal year ended December 31, 2022 versus those during the fiscal year ended December 31, 2021 as well as the Seller’s desire to re-orient the focus of his scope of business, it deems to be in the best interests of PGG, VPD and Seller to terminate the referenced Agreement of Purchase and Sale in its entirety;

 

NOW THEREFORE, the Parties hereto agree as follows:

 

1. Agreement for Termination of Agreement of Purchase and Sale dated August 16, 2022 by and among PHI Group, Inc. (n/k/a Philux Global Group Inc.), Van Phat Dat Joint Stock Company and Seller.

 

PHI Group, Inc. (n/k/a Philux Global Group Inc.), Van Phat Dat JSC and Mr. Huynh Ngoc Vu hereby agree to terminate said Agreement of Purchase and Sale in its entirety. Notwithstanding certain provisions contained therein, said Agreement of Purchase and Sale is considered terminated and its terms and conditions are null and void 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 PGG: Following the Termination of said Agreement of Purchase and Sale, the Seller and PGG will study an alternative potential cooperation that may inure to the benefits of both Seller and PGG.

 

4. Indemnification: Each of the Parties hereto agrees to indemnify and hold harmless the other Party and their respective officers, directors, employees, equity owners, agents, independent contractors, heirs, administrators, executors, successors, assigns, representatives, affiliates and/or otherwise related persons and entities, and their respective officers, directors, employees, equity owners, agents, independent contractors, heirs, administrators, executors, successors, assigns, and representatives, respectively from and against any and all claims, demands, damages, including but not limited to their reasonable attorneys’ fees and costs, arising from or relating to any breach of this Termination Agreement and/or its terms and conditions by a breaching Party.

 

 

5. Governing Law and Forum: This Termination Agreement and the entire relationship among the Parties will be governed by and construed under the laws of the State of California. Any dispute arising under, out of or in connection with this Termination Agreement, including any question regarding its existence, validity or termination, shall be referred to and be finally resolved by binding arbitration in Los Angeles, California before a single arbitrator. The American Arbitration Association Rules published and current at the date of the referral of any dispute to arbitration pursuant to this clause shall control the selection of the arbitrator and the arbitration process. The rules and regulations of the American Arbitration Association shall be deemed to be valid and acceptable by reference into this clause, and no further agreement of the Parties shall be required to initiate such proceeding. The Party prevailing in such arbitration shall be entitled to recover, in additional to all other remedies or damages, reasonable attorneys’ fees and costs. The Parties acknowledge and agree that the arbitrator shall have the authority to enter orders and make awards of specific performance and/or injunctive relief.

 

6. Notices: Any notice of other communication required or permitted by this Termination Agreement must be in writing and will be deemed given when (i) delivered in person; (ii) submitted by facsimile with written confirmation of transmission or by email with receipt verification; (iii) delivered by overnight or two day courier, with receipt and date of delivery stated; or (iv) when mailed by U.S. First Class Mail addressed to:

 

	If to VPD and Seller:
	Van Phat Dat Export Joint Stock Company
	Attn: Mr. Pham Huu Tai, General Director
	316 Le Van Sy Street, Ward 1, Tan Binh District
	Ho Chi Minh City, Vietnam
	Email: giathi72@gmail.com
	If to PGG:
	PHILUX Global Group Inc.
	Attn: Mr. Henry D Fahman, Chairman & CEO
	2323 Main Street
	Irvine, CA 92614, U.S.A.
	Email: henry@philuxglobal.com

 

7. Amendments: This Termination Agreement may not be modified or amended except by written document signed by all the Parties.

 

8. Parties: This Termination Agreement is for the benefit of, and binds, all the Parties, their successors and permitted assigns.

 

9. Severability: The provisions of this Termination Agreement will be deemed severable, and if any part of any provision is held illegal, void or invalid under applicable law, such provision will be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding. If any provision of this Termination Agreement is held illegal, void or invalid in its entirety, the remaining provisions of this Termination Agreement will not in any way be affected or impaired but will remain binding in accordance with their terms.

 

 

IN WITNESS WHEREOF, the Parties hereto have agreed and executed this Agreement for Termination of Agreement of Purchase and Sale as of the day and year first above written.

 

Dated: June 27, 2023

 

PHILUX GLOBAL GROUP INC.		VAN PHAT DAT EXPORT JSC
(f/k/a PHI GROUP, INC.)		a Vietnamese joint stock company
a Wyoming corporation, U.S.A.

 

By:/signed and sealed/ Henry D. Fahman		By: /signed and sealed/ Pham Huu Tai
Henry D. Fahman		Pham Huu Tai
Chairman & CEO		General Director

 

SELLER		WITNESS
BÊN BÁN		CHỨNG KIẾN

 

By: /s/ Huynh Ngoc Vu		By: /s/ Jack Vo
Huynh Ngoc Vu		Jack Vo
An individual		Vice President, Philux Global Group Inc.
Global Business Development

 

 

 

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

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