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) December 2, 2021
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 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On December 2, 2021, the Registrant completed a private placement offering selling 1,500,000 shares of Series C Convertible Preferred Stock (the “Series C Preferred”) for $2,250,000 ($1.50 per share) to seven accredited investors. Each share of Series C Preferred is convertible into one share of common stock at $0.015 per share.
The above-described issuances were exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
As of the date of this Report, the Series C Preferred would convert into approximately 150,000,000 shares of the Registrant’s common stock if fully converted. The conversion of the Series C Preferred into common stock of the Registrant will create substantial dilution to existing stockholders.
As of December 2, 2021, the Registrant had 795,501,229 shares of common stock issued and outstanding.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 7, 2021, the Registrant filed an Amended and Restated Certificate of Designation (the “Certificate”) with the Secretary of State of the State of Nevada, amending the rights, preferences, privileges, qualifications, restrictions and limitations of its Series C Preferred.
Amended and Restated Series C Preferred Stock Designation
The rights, preferences, restrictions and other matters relating to the Series C Convertible Preferred Shares offered hereby are as follows:
The number of shares constituting the Series C Convertible Preferred Stock shall be 1,500,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series C Convertible Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series C Convertible Preferred Stock.
| 1. | DESIGNATION. The Shares are designated as the Company’s Series C Convertible Preferred Stock (the “Shares”). |
| 2. | CONVERSION. The holders of the Shares shall have conversion rights as follows (the “Conversion Rights”): |
(a) Right to Convert. Each Share, originally purchased for $1.50, shall be convertible into shares of the Company’s Common Stock at a price per share of $0.015 (1 Share converts into 100 shares of Common Stock) (the “Conversion Price”), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth (5th) day prior to a redemption Date, if any, as may have been fixed in any redemption notice with respect to the Shares, at the office of this Company or any transfer agent for such stock.
(b) Mechanics of Conversion. Before any holder of Shares shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Company or of any transfer agent for the Shares, and shall give written notice to this Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Shares to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.
(d) No Impairment. This Company will not, by amendment of its Articles of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this Company, but will at all times in good faith assist in the carrying out of all the provisions of this section and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Shares against impairment.
(e) Reservation of Stock Issuable Upon Conversion. This Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Shares, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Shares; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Shares, in addition to such other remedies as shall be available to the holder of such Shares, this Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Company’s Certificate of incorporation.
(f) Notice. Any notice required by the provisions of this section to be given to the holders of Shares shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of this Company.
| 3. | OTHER RIGHTS. Except as otherwise stated herein, there are no other rights, privileges, or preferences attendant or relating to in any way the Shares, including by way of illustration but not limitation, those concerning dividend, ranking, other conversion, other redemption, participation, or anti-dilution rights or preferences. |
| 4. | Voting Rights. The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares. |
| 5. | Protective Provisions. So long as any Shares are outstanding, this Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of Shares which is entitled, other than solely by law, to vote with respect to the matter, and which Shares represents at least a majority of the voting power of the then outstanding Shares: |
(a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of;
(b) alter or change the rights, preferences or privileges of the Shares so as to affect adversely the Shares;
(c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock;
(d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Shares with respect to upon liquidation, or (ii) having rights similar to any of the rights of the Preferred Stock; or
(e) amend the Company’s Articles of Incorporation or bylaws.
The Certificate became effective upon filing, and a copy is filed as Exhibit 4.1 to this Current Report. The above description of the Certificate of Designation is a summary and, as such, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate, which is incorporated herein by reference.
Item 8.01 Other Events.
On December 3, 2021, the Registrant issued a press release disclosing the Series C Preferred offering. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 4.1 | Amended and Restated Series C Convertible Preferred Stock Certificate of Designation effective on December 7, 2021 | |
| 99.1 | Press release dated December 3, 2021 | |
| 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
Date: December 23, 2021
Exhibit 4.1
AMENDED AND RESTATED
CERTIFICATE OF DESIGNATION
of
SERIES C CONVERTIBLE PREFERRED STOCK
of
PCT LTD
Establishing the
Voting Powers, Designations, Preferences, Limitations,
Restrictions, and Relative Rights of
Pursuant to NRS 78.195 of the
Laws of the State of Nevada
PCT LTD, a corporation organized and existing under the laws of the State of Nevada (hereinafter called the “Company”), hereby certifies that the following resolution was adopted by the board of directors of the Company as required by NRS 78.195 at a meeting duly called and held on December 1, 2021;
RESOLVED, that pursuant to the authority granted to and vested in the board of directors of the Corporation (the “Board”) in accordance with the provisions of the articles of incorporation of the Company, as currently in effect, the Board hereby amends and restates the Series C Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Company and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:
Series C Convertible Preferred Stock:
The number of shares constituting the Series C Convertible Preferred Stock shall be 1,500,000. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series C Convertible Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series C Convertible Preferred Stock.
| 6. | DESIGNATION. The Shares are designated as the Company’s Series C Convertible Preferred Stock (the “Shares”). |
| 7. | CONVERSION. The holders of the Shares shall have conversion rights as follows (the “Conversion Rights”): |
(a) Right to Convert. Each Share, originally purchased for $1.50, shall be convertible into shares of the Company’s Common Stock at a price per share of $0.015 (1 Share converts into 100 shares of Common Stock) (the “Conversion Price”), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth (5th) day prior to a redemption Date, if any, as may have been fixed in any redemption notice with respect to the Shares, at the office of this Company or any transfer agent for such stock.
(b) Mechanics of Conversion. Before any holder of Shares shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Company or of any transfer agent for the Shares, and shall give written notice to this Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Shares to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date.
(d) No Impairment. This Company will not, by amendment of its Articles of incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this Company, but will at all times in good faith assist in the carrying out of all the provisions of this section and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Shares against impairment.
(e) Reservation of Stock Issuable Upon Conversion. This Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Shares, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Shares; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Shares, in addition to such other remedies as shall be available to the holder of such Shares, this Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Company’s Certificate of incorporation.
(f) Notice. Any notice required by the provisions of this section to be given to the holders of Shares shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of this Company.
| 8. | OTHER RIGHTS. Except as otherwise stated herein, there are no other rights, privileges, or preferences attendant or relating to in any way the Shares, including by way of illustration but not limitation, those concerning dividend, ranking, other conversion, other redemption, participation, or anti-dilution rights or preferences. |
| 9. | Voting Rights. The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares. |
| 10. | Protective Provisions. So long as any Shares are outstanding, this Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of Shares which is entitled, other than solely by law, to vote with respect to the matter, and which Shares represents at least a majority of the voting power of the then outstanding Shares: |
(a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of;
(b) alter or change the rights, preferences or privileges of the Shares so as to affect adversely the Shares;
(c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock;
(d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Shares with respect to upon liquidation, or (ii) having rights similar to any of the rights of the Preferred Stock; or
(e) amend the Company’s Articles of Incorporation or bylaws.
In WITNESS WHEREOF, the undersigned hereby declares and certifies that this Certificate of Designation is executed on behalf of the Company as of this 2nd day of December, 2021.
Company:
PCT LTD
By: /s/ Gary Grieco
Gary Grieco, President
Exhibit 99.1
PCT LTD Closes a $2,250,000 Equity Financing
LITTLE RIVER, SC – (BUSINESS WIRE) – PCT LTD (PCTL OTC Pink). After performing extensive due diligence with a Dallas based marketing, branding and business advising firm, Mike Sims, CEO of Krag Capital was lead investor in a $2,250,000 private placement of PCTL’s Series C Convertible Preferred Stock (“Preferred Stock”). The private placement consisted of 1,500,000 shares of Preferred Stock, which are convertible into shares of common stock at $0.015 per share.
This investment was committed to above the open market trading price. The proceeds are being used to make a significant impact on PCTL’s debt as well as purchasing materials to build twenty second generation hospital units and five second generation large volume units. “This money has also provided funds for certain key components that require additional order time due to supply chain delays, as well as expanding R&D in the Oil & Gas, Medical and Agricultural sectors,” says Art Abraham, CFO of PCT.
Krag Capital has become a strategic partner and through its affiliation with The Edge, will assist PCT in marketing and branding.
“PCTL is positioned for explosive growth. PCTL has some category-creating technology that can impact the world. We are looking forward to being a strategic partner with PCTL to continue to deliver and develop strategy, attract intellectual capital and develop the marketing and branding need, to let the world see what we see,” stated Mike Sims, Krag CEO.
Gary Grieco, CEO of PCT states, “It’s a rare occurrence when a company like PCT can secure a private placement above the current market price for its shares. It is also rare to find an individual like Mr. Sims, who can look beyond the current situation and structure of the company and price his investment with a long-term view of the growth and profitability his investment brings.”
About PCT LTD:
PCT LTD ("PCTL") focuses its business on acquiring, developing, and providing sustainable, environmentally safe disinfecting, cleaning, and tracking technologies. The company acquires and holds rights to innovative products and technologies, which are commercialized through its wholly owned operating subsidiary, Paradigm Convergence Technologies Corporation. The Company established entry into its target markets with commercially viable products in the United States and now continues to gain market share in the U.S. and U.K.
Forward-Looking Statements:
This press release contains "forward-looking statements" as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21B of the Securities Exchange Act of 1934, as amended. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements."
Such statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties, which could cause actual results or events to differ materially from those presently anticipated. Such statements involve risks and uncertainties, including but not limited to: PCTL's ability to raise sufficient funds to satisfy its working capital requirements; the ability of PCTL to execute its business plan; the anticipated results of business contracts with regard to revenue; and any other effects resulting from the information disclosed above; risks and effects of legal and administrative proceedings and government regulation; future financial and operational results; competition; general economic conditions; and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Important factors that could cause actual results to differ materially from the forward-looking statements PCTL makes in this press release include market conditions and those set forth in reports or documents it files from time to time with the SEC. PCTL undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Investor Relations Contact
Michael Iorlano
(760) 621-0062
IR@para-con.com
www.para-con.com
www.pctcorphealth.com
Twitter: https://mobile.twitter.com/PCTL_