Current Report Filing (8-k)
September 24 2019 - 2:21PM
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) September
24, 2019
PCT LTD
(Exact name of registrant as specified in its
charter)
Nevada
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000-31549
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90-0578516
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4235 Commerce Street
Little River, South Carolina
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29566
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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: (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:
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☐
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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☐
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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).
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☐
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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.
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Item 1.02 Termination of a Material Definitive Agreement
Magnolia Columbia Limited LOI
On March 27, 2019, the
Registrant entered into a letter of intent (the “Magnolia LOI”) with Magnolia Columbia Limited (“Magnolia”),
a Canadian company traded on the TSXV under the symbol “MCO”. Pursuant to the terms of the Magnolia LOI, the parties
agreed to negotiate and enter into a definitive agreement on or before April 27, 2019. As of April 28, 2019, the Registrant had
not entered into a definitive agreement with Magnolia or agreed to any extensions of the Magnolia LOI, therefore the Magnolia LOI
terminated. We continued to negotiate with Magnolia for a potential future transaction; however, as of the date of this Current
Report our management has decided to cease negotiations with Magnolia with no definitive agreement in place.
27059089 Ontario Inc. LOI
On July 12, 2019, the Registrant
entered into a binding Letter of Intent (the “Ontario LOI”) to negotiate in good faith a transaction between 2705908
Ontario Inc. for a definitive loan and option agreement to include the acquisition of at least 51% control of the Registrant, in
addition to the terms and commitments written in the Ontario LOI. On July 30, 2019 the Ontario LOI due diligence and negotiations
were slated to terminate, but both parties agreed to extend the term of the Ontario LOI. On August 2, 2019, the Registrant and
2705908 Ontario Inc. executed an extension for the terms of the Ontario LOI to continue until August 19, 2019. The extension expired
on August 19, 2019 with discussion still ongoing. After extensive continued discussions and due diligence, the Registrant and 2705908
Ontario Inc. were unable to agree to mutually acceptable final terms and discussions have terminated. No further pursuit of an
agreement is anticipated.
Item 7.01 Regulation FD Disclosure
PCT LTD ANNOUNCES MOST RECENT HOSPITAL CONTRACTS
FOR
ANNIHILYZER® INFECTION CONTROL SYSTEMS
The Registrant,
through its operating subsidiary, Paradigm Convergence Technologies Corporation (PCT Corp), announced a successful phase one installation
of PCT Corp.'s Annihilyzer® Infection Control System, in coordination with its primary healthcare distributor, ACE Janitorial
Services. Founded in 1976, ACE Janitorial Services is a national distributor of janitorial cleaning systems and provides services
to solve the critical challenges commonly faced by large-scale facilities and hospitals. PCT Corp.'s newest installation is occurring
within Presbyterian Columbia Hospital in Manhattan, NY.
PCT
Corp. recently designed, developed and finalized a new rack mount Annihilyzer® system that is being installed and deployed
at Presbyterian Columbia Hospital. According to Darryl Patterson, PCT Corp.'s Director of Healthcare, "Some hospitals have
limited space to accommodate installation of equipment so with that in mind PCT developed an efficient rack mount Annihilyzer System
that takes up far less space, therefore giving PCT the opportunity to place more of the Annihilyzer systems in hospitals."
Patterson further added, "This rack mount system provides all the same capabilities of monitoring, tracking and volumes of
fluid solutions produced, as our larger cabinet model but this system fits into confined spaces.
Our newest model allows even more areas within hospitals to be serviced."
In addition,
PCT LTD is pleased to announce the receipt of another purchase order, through the efforts of ACE Janitorial Services, for an additional
phase one installation of the Annihilyzer® Infection Control System at South Nassau Medical Center located in Oceanside, NY.
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
Date: September 24, 2019
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