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~~September 1026, 2016

PERNIX GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-92445	36-4025775
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

151 E. 22nd Street
Lombard, Il.		60148
(Address of Principal Executive Offices)		(Zip Code)

(630) 620-4787

(Registrant’s telephone number, including area code)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 51.~~02 DEPARTURE~~01 Entry OFinto ~~DIRECTORS~~a ORMaterial ~~CERTAIN~~Definitive ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~Agreement.

Debt Conversion Agreement. On September 26, 2016, Pernix Group, Inc. (bthe “Company”) ~~Departure~~ entered into a Debt Conversion Agreement (the “Conversion Agreement”) with Bent Marketing Ltd. (“Bent”), a related party of ~~Directors~~the orCompany’s ~~Certain~~two ~~Officers~~largest beneficial shareholders, Ernil Continental Sa, BVI (“Ernil”) and Halbarad Group LTD, BVI (“Halbarad”). Pursuant to the terms of the Conversion Agreement, the Company and Bent agreed to convert all of the Company’s outstanding indebtedness payable to Bent (consisting of $14,000,000 in outstanding principal and $158,795 in accrued but unpaid interest) into 5,663,518 shares of the Company’s common stock based on a conversion rate of $2.50 per share.

~~Effective~~Common ~~June~~Stock 17Purchase Agreements. On September 26, 2016, ~~Mr.~~the ~~Max~~Company ~~Engler~~entered ~~tendered~~into ~~his~~a ~~resignation~~Common asStock aPurchase ~~member~~Agreement of(together, the ~~Board~~“Common ofStock ~~Directors~~Purchase ~~(the “Board~~Agreements”) with each of ~~Pernix~~Ernil ~~Group~~and Halbarad , ~~Inc.~~pursuant (to which the “Company”) sold an aggregate of 2,000,000 shares of its common stock at $2. 50 per share for a total purchase price of $5,000,000, of which Ernil purchased 1,100,000 shares for $2,750,000 and Halbarad purchased 900,000 shares for $2,250,000.

MrPreferred Shares Amendment Agreements. On ~~Engler~~September ~~has~~26, ~~provided~~2016, ~~exemplary~~the ~~service~~Company entered into a Preferred Shares Amendment Agreement (together, the “Preferred Amendment Agreements”) with each of Ernil and Halbarad. Pursuant to the Preferred Amendment Agreements, Ernil and Halbarad agreed to waive the accrual and payment of dividends on the Company’s ~~Board~~Series A, B and C Preferred Stock (collectively, the “Preferred Stock”) for the ~~last~~period 19beginning ~~years.~~July ~~His~~1, ~~resignation~~2016 ~~was~~and ~~not~~ending ~~tendered~~July in1, ~~connection~~2018. In ~~with~~exchange ~~any~~for ~~disagreement~~the ~~with~~waiver, the Company onissued ~~any~~550,000 ~~matter~~and ~~relating~~450,000 toshares of the Company’s ~~operations,~~common ~~policies~~stock orto ~~practices~~Ernil and Halbarad, ~~but~~respectively. Other ~~was~~than ~~tendered~~with respect to ~~facilitate~~the ~~his~~waived ~~retirement~~dividends described above, the Preferred Amendment Agreements did not modify the voting, liquidation and dividend rights of the holders of Preferred Stock.

~~Mr.~~The ~~Engler’s~~foregoing ~~contributions~~descriptions of the Conversion Agreement, ~~which~~the ~~were~~Common ~~many~~Stock Purchase Agreements and ~~varied,~~the ~~have~~Preferred ~~been~~Amendment ~~instrumental~~Agreements do not purport to be complete and are qualified in their entirety by reference to the ~~Company’s~~full ~~corporate~~text ~~development~~of the agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and ~~growth~~10.5, ~~The Company~~respectively, ~~wishes~~and ~~Max~~incorporated ~~all~~herein ~~the~~by ~~best~~reference.

~~(d) Appointment~~The Preferred Stock Amended and Restated Certificate of ~~New~~Designations ~~Director~~reflecting the modification pertaining to the waiver of dividend accrual and payment noted above is attached hereto as Exhibits 10.7, 10.8 and 10.9, respectively, and incorporated herein by reference.

~~Effective~~Item ~~June 17, 2016, the Company’s Board elected Mr~~3.02 ~~Daniel~~Unregistered ~~Engler~~Sales toof ~~fill~~Equity ~~the Board position vacated by Mr~~Securities. Max Engler, whose resignation is announced above. Mr. Daniel Engler brings substantial international banking and financial expertise, having served more than 20 years in international private banking and financial markets.

MrThe applicable information set forth in Item 1.01 ~~Daniel~~of ~~Engler~~this ~~currently~~Current ~~serves~~Report ason ~~Chief~~Form ~~Executive~~8-K ~~Officer~~is ofincorporated ~~Trafex~~by ~~Ltd~~reference in this Item 3.02. HeThe ~~has~~shares ~~previously~~of ~~served~~Company incommon ~~senior~~stock ~~executive~~issued ~~positions~~to ~~with~~Bent, ~~AIG~~Ernil ~~Private~~and ~~Bank Ltd.~~Halbarad, ~~Solitaire~~as ~~Wealth~~described ~~Management~~in ~~Ltd~~Item 1.01 of this Current Report on Form 8-K, ~~and~~were ~~M.M.~~issued ~~Warburg~~in ~~Bank~~privately negotiated transactions pursuant to Section 4(~~Schweiz~~a)(2) AGand Regulation D of the Securities Act of 1933, as amended, as the basis for exemption from registration. These shares were not issued pursuant to any public solicitation.

AsItem ~~a non-employee director of Pernix Group, Inc~~3.,03 ~~Mr. Daniel~~Material ~~Engler~~Modification ~~is entitled~~ to ~~compensation~~Rights pursuant to the Company’s director compensation policies described in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on November 12, 2015. In accordance with such policies, Mr. Daniel Engler will be eligible to receive stock options under the Company’s Equity Incentive Plan. Mr. Daniel Engler’s cash and equity remuneration will be consistent with that of ~~the~~Security ~~other non-employee directors of the Company’s Board~~Holders.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2016, the Company’s shareholders approved and its Board of Directors adopted a resolution amending the Company’s Restated Certificate of Incorporation, Article Four, to read as follows:

“(1) Effective as of September 26, 2016, for accounting purposes only, the total number of shares of stock which the Corporation shall have authority to issue is Forty Five Million Five Hundred Thousand (45,500,000), consisting of Thirty Eight Million (38,000,000) shares of Common Stock, par value $.01 per share (“Common Stock”), and Seven Million Five Hundred Thousand (7,500,000) shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).”

The Company’s Restated Certificate of Incorporation, Article Four, previously authorized Twenty Five Million Five Hundred Thousand (25,500,000) consisting of Twenty Million (20,000,000) shares of Common Stock, par value $.01 per share (“Common Stock”) and Five Million Five Hundred Thousand (5,500,000) shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).

A copy of the Certificate of Amendment to the Restated Certification of Incorporation of the Company is filed as Exhibit 10.6 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The applicable information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.07.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

10.1		Debt Conversion Agreement, dated September 26, 2016.
10.2		Common Stock Purchase Agreement with Ernil Continental, S.A., BVI dated September 26, 2016.

10.3		Common Stock Purchase Agreement with Halbarad Group, Ltd., BVI dated September 26, 2016.
10.4		Preferred Shares Amendment Agreement with Ernil Continental Sa, BVI dated September 26, 2016.
10.5		Preferred Shares Amendment Agreement with Halbarad Group LTD, BVI dated September 26, 2016.
10.6		State of Delaware Certificate of Amendment to the Restated Certificate of Incorporation.
10.7		Amended and Restated Certificate of Designations – Series A Preferred Stock.
10.8		Amended and Restated Certificate of Designations – Series B Cumulative Convertible Preferred Stock.
10.9		Amended and Restated Certificate of Designations – Series C Preferred Stock.

SIGNATURES

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.

		PERNIX GROUP, INC.
		By:	/s/ Nidal Z. Zayed
			Nidal Z. Zayed
			President and Chief Executive Officer
		By:	/s/ Marco A. Martinez
			Marco A. Martinez
			Senior Vice President and Chief Financial Officer
Dated:	~~August~~September 1026, 2016

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