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): August 13, 2022
PHI GROUP, INC.
(a/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)) |
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| ☐ | 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 Material Definitive Agreements
Effective August 13, 2022, PHI Group, Inc. (a/k/a PHILUX GLOBAL GROUP INC.) (“the Registrant”) signed a Stock Transfer Agreement with Tin Thanh Group Joint Stock Company, a joint stock company organized and existing by virtue of the laws of Socialist Republic of Vietnam, with principal business address at 71 Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam, hereinafter referred to as “TTG” and Mr. Tran Dinh Quyen, the holder of at least fifty-one percent (51.00%) of equity ownership in TTG (the “Majority Shareholder”), hereinafter referred to as “Seller,” to acquire Twenty-Two Million Thirty-Two Thousand (22,032,000) Shares of Ordinary Stock of TTG, which is equivalent to Fifty-One Percent (51.00%) of all the issued and outstanding Ordinary Stock of TTG for a total purchase price of Sixty Million U.S. Dollars ($US 60,000,000) in cash. The closing date of this transaction shall be the date on which the closing actually occurs, which is expected to happen as soon as possible within sixty days following the signing of the Stock Transfer Agreement, unless extended in writing by all Parties to said Agreement..
The foregoing description of Stock Transfer Agreement by and among the Registrant, TTG and the Seller and 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: August 23, 2022
| PHI GROUP, INC. | |
| (Registrant) | |
| | |
| By: | /s/ Henry D. Fahman | |
| | Henry D. Fahman | |
| | Chairman and CEO | |
