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) ~~January~~March 1231, 2023

PCT LTD

(Exact name of registrant as specified in its charter)

Nevada

000-31549

90-0578516

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4235 Commerce Street

Little River, South Carolina

29566

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (843) 390-7900

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:

☐

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)

☐

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

☐

Pre-commencement 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: None

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

OnThe orRegistrant ~~about~~diligently ~~January~~worked ~~12,~~towards ~~2023,~~ the ~~Registrant~~preparation ~~intends~~and filing toof ~~post~~its aAnnual ~~stockholder~~Report ~~update~~on ~~letter~~Form to10-K ~~its~~for ~~corporate~~the ~~website,~~fiscal ~~www.pctl.com.~~year Aended ~~copy~~December of31, 2022 (the ~~letter~~“Annual ~~is attached hereto as Exhibit 99~~Report”).1

~~The~~However, ~~letter~~due ~~contains~~to ~~forward-looking~~cash ~~statements within~~constraints, the ~~meaning of the federal securities laws. These forward~~10-~~looking~~K ~~statements~~will ~~are~~not ~~necessarily~~be ~~based~~filed ~~on certain assumptions and are~~with ~~subject~~the toSEC ~~significant risks and uncertainties. These forward-looking statements are based~~ on ~~management’s~~March ~~expectations as of the date hereof. The Registrant does not undertake any responsibility for the adequacy~~31, ~~accuracy or completeness or to update any of these statements in the future~~2023. ~~Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.~~

The ~~information~~Registrant inis ~~Item~~working ~~7.01~~diligently ofto ~~this~~improve ~~Current~~its ~~Report on~~cash ~~Form 8-K is being furnished~~ position and ~~shall~~remains ~~not~~open ~~be deemed “filed”~~ for ~~purposes~~business ofand ~~Section~~continues 18to ofsupply ~~the~~products ~~Securities~~and ~~Exchange~~solutions Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to ~~Item~~its 7customers.~~01 of this Current Report on Form 8-K in such a filing.~~

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d) Exhibits:~~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.

Exhibit No.		Description
99.1		Stockholder update letter dated January 12, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

PCT LTD

~~SIGNATURES~~By: /s/ Arthur E. Abraham

~~Pursuant~~Arthur toE. ~~the requirements of the Securities Exchange Act of 1934~~Abraham, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~CFO

~~PCT~~Date: ~~LTD~~March 31, 2023

By: /s/ Gary J. Grieco

Gary J. Grieco, CEO

Date: January 12, 2023

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