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 1412, ~~2022~~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 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

~~Auctus~~On or about January 12, 2023, ~~Fund~~the ~~Litigation~~Registrant intends to post a stockholder update letter to its corporate website, www.pctl.com. A copy of the letter is attached hereto as Exhibit 99.1

InThe ~~March~~letter contains forward-looking statements ofwithin ~~2019,~~the wemeaning ~~entered~~of ~~into~~the afederal ~~Securities~~securities ~~Purchase~~laws. ~~Agreement~~These ~~with~~forward-looking ~~Auctus~~statements ~~Fund,~~are ~~LLC~~necessarily ~~(“Auctus”),~~based ~~whereby~~on wecertain ~~borrowed~~assumptions ~~$75,000~~and ~~from~~are ~~Auctus~~subject ~~under~~to ~~the~~significant ~~terms~~risks ofand auncertainties. ~~convertible~~These ~~promissory~~forward-looking ~~note~~statements ~~and~~are ~~included~~based ~~the~~on ~~issuance~~management’s toexpectations ~~187,500~~as ~~warrants~~of tothe date ~~Auctus~~hereof. ~~Adjustment~~The ~~provisions in~~Registrant ~~the~~does ~~Securities~~not ~~Purchase~~undertake ~~Agreement~~any ~~and~~responsibility for the ~~note~~adequacy, ~~required~~accuracy ~~PCTL~~or completeness or to ~~adjust~~update any of these statements in the ~~number~~future. ofActual ~~warrants~~future performance and ~~exercise~~results ~~price~~could ~~based~~differ ~~upon~~from ~~future~~that contained in or suggested by these forward-looking ~~financings~~statements.

InThe ~~late~~information ~~2019, we~~in ~~defaulted~~Item 7.01 of this Current Report on ~~the~~Form ~~Auctus~~8-K ~~note,~~is ~~which~~being ~~triggered~~furnished aand ~~number~~shall not be deemed “filed” for purposes of ~~default~~Section ~~provisions~~18 of the ~~note.~~Securities WeExchange ~~disputed~~Act of 1934, as amended (the ~~amounts~~“Exchange ~~claimed~~Act”), tonor shall it be ~~owed to~~deemed ~~Auctus,~~incorporated by reference in any filing under the ~~number~~Securities Act of ~~shares~~1933, ofas ~~common~~amended, ~~stock~~or tothe beExchange ~~reserved~~Act, ~~for~~whether ~~conversion~~made ofbefore or after the ~~note~~date ~~and~~hereof, ~~the~~except ~~number~~as ~~and~~shall ~~exercise~~be ~~price~~expressly ofset ~~the~~forth ~~warrants~~by ~~held~~specific byreference ~~Auctus.~~to ~~Negotiations~~Item 7.01 of ~~these~~this ~~disputes~~Current ~~lasted~~Report ~~for~~on ~~several~~Form ~~months~~8-K in such a filing.

In October of 2020, we entered into a Conditional Settlement Agreement with Auctus to settle all disputes and claims between the parties. A material dispute between the parties was the warrants, which according the Auctus had ballooned to 107,142,857 shares at an exercise price of $0.00035. Pursuant to the settlement agreement, Auctus agreed to settle such disputes and claims based upon the payment of $145,000 in cash and the issuance of 8,000,000 shares of common stock.

On September 1, 2021, we issued 8,000,000 common shares and paid the remaining cash balance to Auctus under the terms of the settlement. We fully complied with all payments required under the settlement agreement and issued the shares of common stock to Auctus, which triggered the mutual release of all disputes and claims between us and Auctus. Despite our compliance with the terms of the settlement agreement, Auctus has refused to execute the mutual release required by the settlement agreement and acknowledge the cancellation of the warrants as part of the settlement.

On January 14, 2022, we filed a complaint in the United States District Court for the District of Massachusetts (Case 1:22-cv-10053), against Auctus seeking damages for:

1. Breach of Contract;

2. Breach of Implied Covenant of Good Faith and Fair Dealing;

3. Reformation of Mutual Release;

4. Fraud;

5. Conversion; and

6. Unjust Enrichment.

The case is currently ongoing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
99.1		Stockholder update letter dated January 12, 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, ~~President~~CEO

Date: January 2012, ~~2022~~2023

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