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) ~~May~~October 84, 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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On ~~May~~or 8,about ~~2023,~~October ~~Paradigm Convergence~~4, ~~Technologies Corp. (“PCT”)~~2023, ~~a wholly-owned subsidiary of PCT LTD (~~the ~~“Company”),~~Registrant ~~entered~~intends ~~into~~to post a ~~Selective~~ ~~Machines~~stockholder ~~Purchase~~update ~~Agreement~~letter ~~(the “Purchase Agreement”) with ACEJAN CAPITAL LLC (“ACE”)~~ to ~~purchase~~its ~~certain~~corporate ~~business~~website, ~~assets~~www.pctl.com. ~~associated~~A ~~with~~copy ~~the manufacture and sale~~ of ~~HOCL producing equipment for~~ the ~~healthcare~~letter ~~industry~~is ~~(the~~attached ~~“Equipment”)~~hereto ~~for a purchase price of $532,500 (the “Purchase Price”). The Purchase Price was reduced by a $100,000 holdback amount~~ as ~~collateral~~Exhibit ~~to secure any PCT obligations as set forth in the Purchase Agreement and the payment of any outstanding indebtedness, liabilities, and obligations of PCT at closing~~99. ~~PCT received $93,467.03 at closing.~~1

InThe ~~connection~~letter ~~with~~contains ~~the Purchase~~forward-looking ~~Agreement,~~statements ~~PCT~~within has agreed not to, and shall cause its affiliates not to, directly or indirectly, engage or participate in, whether as principal, manager, director, officer, shareholder, member, employee, agent, consultant, or otherwise, or become involved in any business in competition with the ~~business~~meaning of ~~ACE~~the orfederal ~~its~~securities ~~affiliates~~laws. ~~anywhere~~These inforward-looking ~~North~~statements ~~America~~are ~~(USA,~~necessarily ~~Canada,~~based ~~Mexico),~~on ~~except~~certain ~~that Seller shall be~~assumptions ~~permitted~~and toare ~~continue~~subject to ~~sell~~significant ~~HOCL~~risks ~~producing~~and ~~equipment~~uncertainties. toThese ~~customers~~forward-looking instatements ~~all~~are ~~industries~~based ~~except~~on tomanagement’s ~~the Healthcare industry (hospitals, nursing~~expectations ~~homes,~~as ~~old~~of ~~age~~the ~~homes,~~date ~~assisted living homes, clinics and similar institutions)~~hereof. InThe ~~addition,~~Registrant ~~PCT~~does ~~shall~~ not, ~~and~~undertake ~~shall~~any ~~cause~~responsibility ~~its~~for ~~affiliates not~~the toadequacy, ~~directly~~accuracy or ~~indirectly,~~completeness ~~(i) solicit the trade of, call on, trade with,~~ or ~~provide any services~~ to orupdate ~~conduct~~ any ~~other business~~ ~~or transaction with, any present or past customer, account, or client~~ of ~~ACE’s~~these ~~business~~statements in the ~~healthcare~~future. ~~industry~~Actual orfuture ~~(ii)~~performance ~~attempt to~~and ~~induce~~results ~~any~~could ~~such~~differ ~~person~~from tothat ~~terminate~~contained orin ~~diminish their business with ACE~~ or ~~any~~suggested ofby ~~its~~these ~~affiliates~~forward-looking statements.

~~PCT~~The ~~will~~information ~~continue~~in toItem ~~receive~~7.01 ~~monthly~~of ~~royalties~~this ~~from~~Current Report on Form 8-K is being furnished and shall not be deemed “filed” ~~ACE~~for ~~until~~purposes ~~April~~of ~~2024~~Section ~~regarding~~18 ~~equipment~~of inthe ~~existing~~Securities ~~hospitals~~Exchange Act of 1934, as ~~well~~amended as(the “Exchange Act”), nor shall it be deemed incorporated by reference in any ~~new~~filing ~~hospitals~~under ~~ACE~~the ~~installs~~Securities ~~equipment.~~Act ~~PCT~~of ~~will~~1933, ~~also~~as ~~continue~~amended, or the Exchange Act, whether made before or after tothe ~~sell~~date ~~ACE~~hereof, ~~fluids~~except ~~and~~as ~~receive~~shall ~~royalties~~be ~~from~~expressly ~~them~~set inforth ~~other~~by ~~capacities~~specific ~~beyond~~reference ~~April~~to ~~2024~~Item as7.01 ~~per~~of ~~the~~this ~~Purchase~~Current ~~Agreement~~Report on Form 8-K in such a filing.

PCT will continue to receive monthly payments from two hospitals not contracted with ACE, one through November 2023 and the other through December 2025.

PCT retains all rights to its technology and patents to assemble and lease/sell its equipment to non-healthcare related entities.

The Purchase Agreement is filed as Exhibit 10.1 to this report. The foregoing summary description of the terms of the Agreement is qualified in its entirety by reference to the full text of such exhibit.

Item 8.01 Other Information.

On May 9, 2023, the Company filed a stipulation of dismissal in the matter of PCT LTD v. Auctus Fund LLC. The dismissal was part of a settlement agreement and effectively ends the dispute with Auctus Fund LLC. No monetary value was derived by either side.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Selective Machines Purchase Agreement dated May 8, 2023
99.1		Stockholder update letter dated October 4, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

PCT LTD

By: /s/ Gary J. Grieco

Gary J. Grieco, CEO

Date: ~~May~~October 124, 2023

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