PHI GROUP, INC. (OTCMKTS:PHIL) Files An 8-K Regulation FD Disclosure

PHI GROUP, INC. (OTCMKTS:PHIL) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

The information in this Item 7.01 of this Current Report is furnished 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, 2020, the Board of Directors of PHI Group, Inc., a corporation originally incorporated in the State of Nevada on June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”), adopted the following resolutions in lieu of a meeting:

WHEREAS, on March 04, 2020 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:

II. Extension of Record Date for the Spin-off of Common Stock of American Pacific Resources, Inc.

On June 29, 2020, the Board of Directors of PHI Group, Inc., a corporation originally incorporated in the State of Nevada on June 08, 1982 and redomiciled in the State of Wyoming on September 20, 2017 (the “Company”), adopted the following resolutions in lieu of a meeting:

WHEREAS, on December 30, 2019 the Company’s Board of Directors amended the new dividend ratio and the new Record Date for a special stock dividend from its holdings of Common Stock in American Pacific Resources, Inc., a subsidiary of the Company, to shareholders of Common Stock of the Company as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of the June 30, 2020 (the New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date will be entitled to receive one (1) share of Common Stock of American Pacific Resources, Inc. for every twenty (20) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the new Record date; and (c) Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

WHEREAS, due to the adverse effects of the prevalent coronavirus pandemic, it deems necessary for the Company to further extend the Record Date of the American Pacific Resources, Inc. (“APR”) special stock dividend to December 31, 2020 in order to enable the Company to comply with the contractual obligations in connection with certain outstanding convertible notes and at the same time to allow APR additional time to reach certain milestones that would make the planned spin-off of this subsidiary economically significant to the Company’s shareholders;

NOW, THEREFORE, BE IT RESOLVED, that the Company further extend the Record Date to December 31, 2020 and reiterate the provisions for the afore-mentioned stock dividend as follows: (a) Eligible shareholders: In order to be eligible for the above-mentioned special stock dividend, the minimum amount of Common Stock of PHI Group, Inc. each shareholder must hold as of December 31, 2020 (the New Record Date) is twenty (20) shares; (b) Dividend ratio: All eligible shareholders of Common Stock of the Company as of the new Record Date will be entitled to receive one (1) share of Common Stock of American Pacific Resources, Inc. for every twenty (20) shares of Common Stock of PHI Group, Inc. held by such shareholders as of the new Record date; and (c) Payment Date: the Payment Date for the distribution of the special stock dividend to be ten (10) business days after a registration statement for said special stock dividend shares is declared effective by the Securities and Exchange Commission.

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.


PHI GROUP INC Exhibit
EX-10.1 2 ex10-1.htm   EXHIBIT 10.1   WRITTEN CONSENT OF DIRECTORS TO CORPORATE ACTION WITHOUT MEETING OF PHI GROUP,…
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About PHI GROUP, INC. (OTCMKTS:PHIL)

PHI Group, Inc. is engaged in mergers and acquisitions. The Company focuses on acquiring operating businesses in selective industries and invests in various ventures that may create long-term value for its shareholders. In addition, the Company also provides corporate finance services, including merger and acquisition advisory and consulting services for client companies through its subsidiary, PHI Capital Holdings, Inc. The Company’s business involves acquisitions of energy assets, as well as production and trading of energy commodities. The Company will continue to pursue its merger and acquisition program by acquiring all or controlling interests in target companies in various industries, including but not limited to conventional energy, renewables, natural resources, agribusiness, technology, transportation, education, distribution, mining, oil and gas, financial Services, healthcare and pharmaceuticals.

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