Current Report Filing (8-k)
March 26 2019 - 10:02AM
Edgar (US Regulatory)
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): March 23, 2019
(Exact
name of registrant as specified in its charter)
Nevada
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001-38255-NY
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90-0114535
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5348
Vegas Drive # 237 Las Vegas, NV
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89108
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 702-475-5430
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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SECTION
7 – REGULATION FD DISCLOSURE
Item
7.01 Regulation FD Disclosure
PHI
Group, Inc. Approves Stock Repurchase Program
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.
On
March 23, 2019, the Company’s Board of Directors passed a corporate resolution to authorize 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.
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Purpose
of Repurchase
: To enhance future shareholder returns.
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2.
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Details
of Repurchase
:
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a.
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Class
of shares to be repurchased: Common Stock of PHI Group, Inc.
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b.
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Total
number of repurchasable shares: 5.3 billion shares, or more as may be needed.
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c.
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Total
repurchase amount: To be determined by prevalent market prices at times of transaction.
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d.
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Method
of repurchase: Open market purchase.
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e.
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Repurchase
period: April 15, 2019 to March 13, 2020.
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a.
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PHI
Group, Inc. will fund the proposed share repurchase program with the proceeds from the disposal of a portion of certain non-core
assets and from future earnings of the Company.
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b.
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The
share repurchase program will be in full compliance with state and federal laws and certain covenants with the Company’s
note-holders.
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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:
March 26, 2019
PHI
GROUP, INC.
(Registrant)
By:
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/s/
Henry D. Fahman
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Henry
D. Fahman
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Chairman
and CEO
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