Form 8-K - Current report
26 Dezember 2023 - 4:00PM
Edgar (US Regulatory)
false
0000704172
0000704172
2023-12-22
2023-12-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 22, 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: 714-642-0571
(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
December 22, 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, availability of funds, cash balances, cash flow 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 shareholder value. |
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. |
Number
of repurchasable shares: As many as economically conducive and optimal for the Company and its shareholders. |
|
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 June 30, 2024. |
|
f. |
The
Company intends to fund the proposed share repurchase program with proceeds from certain long-term financing programs, future
earnings, disposition of applicable 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:
December 26, 2023
PHI
GROUP, INC.
(n/k/a
PHILUX GLOBAL GROUP INC.) |
|
(Registrant) |
|
|
|
|
By: |
/s/
Henry D. Fahman |
|
|
Henry
D. Fahman |
|
|
Chairman
and CEO |
|
EXHIBIT
10.1
WRITTEN
CONSENT OF DIRECTORS TO CORPORATE ACTION
WITHOUT
MEETING OF PHI GROUP, INC.
(N/K/A
PHILUX GLOBAL GROUP, INC.)
TO
EXTEND REPURCHASE OF COMMON STOCK
A
Wyoming Corporation
The
undersigned members of Board of Directors of PHI GROUP, INC. (n/k/a Philux Global Group, Inc.), a Wyoming corporation (the “Corporation”),
constitute a quorum and by their signatures below, hereby approve the following resolutions and consent to their adoption, without a
formal meeting of that Board of Directors (the “Board”), pursuant to Title 17-16-821 of the Wyoming Statues on this 22nd
day of December 2023.
WHEREAS,
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:
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. |
|
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. |
WHEREAS,
in light of the additional time and resources required to close various long-term financing programs including long-term loans, investment
and asset management agreements and joint venture/partnership funding agreements, of the current corporate priorities, and of the business
development needs and investment opportunities, the Company’s Board of Directors has determined that it is in the best interests
of the Company and its shareholders to further extend the Common Stock repurchase period to a later date.
1 |
RESOLUTION TO EXTEND REPURCHASE OF COMMON STOCK TO JUNE 30, 2024 |
BE
IT RESOLVED that, subject to liquidity, available funds, cash balances, cash flow 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 expected available
funds from financing programs, investment management contracts and other capital sources in the future, the Company is authorized to
repurchase its own shares of common stock from the open market from time to time in accordance with the terms mentioned below:
1. |
Purpose
of Repurchase: To enhance shareholder value. |
2. |
Details
of Repurchase: |
|
a. |
Class
of shares to be repurchased: Common Stock of PHI Group, Inc. |
|
b. |
Number
of repurchasable shares: As many as economically conducive and optimal for the Company and
its shareholders. |
|
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 June 30, 2024. |
|
f. |
The
Company intends to fund the proposed share repurchase program with proceeds from certain
long-term financing programs, future earnings, disposition of applicable 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. |
FURTHER
RESOLVED that in addition to and without limiting the foregoing, each officer of the Company be and hereby is authorized and directed
to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on
behalf of the Company, all such instruments and documents as such officer may deem necessary, appropriate or in the best interests of
the Company to effectuate the intent of the foregoing resolutions and the transactions contemplated thereby (as conclusively evidenced
by the taking of such actions or the execution and delivery of such instruments and documents, as the case may be) and all action heretofore
taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is, approved, ratified
and confirmed in all respects as the act and deed of the Company.
By
their signatures below, the above resolutions have been duly authorized and adopted by the Company’s Board of Directors.
Dated:
December 22, 2023
/s/
Henry Fahman |
|
/s/
Frank Hawkins |
Henry
Fahman, Director |
|
Frank
Hawkins, Director |
/s/
Steve Truong |
|
|
Steve
Truong, Director |
|
|
2 |
RESOLUTION TO EXTEND REPURCHASE OF COMMON STOCK TO JUNE 30, 2024 |
v3.23.4
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
PHI (PK) (USOTC:PHIL)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
PHI (PK) (USOTC:PHIL)
Historical Stock Chart
Von Dez 2023 bis Dez 2024