Perfect Moment (PMNT) revenue falls 22% as losses persist and going concern risk flagged
Perfect Moment Ltd. reported another loss-making quarter for the three months ended June 30, 2026. Revenue was $1,150, down 21.9% from $1,472 a year earlier, with gross margin declining to 54.5% from 60.3% due mainly to the absence of prior-year partnership revenue.
Net loss attributable to common stockholders was $3,533 versus $3,978 in the prior-year period, while Adjusted EBITDA weakened to $(3,140) from $(2,576). Cash and cash equivalents fell to $707, total assets were $10,235, and stockholders’ deficit widened to $(1,994), reflecting continued negative equity.
The company highlighted substantial doubt about its ability to continue as a going concern, citing recurring losses, negative operating cash flows and reliance on external financing. A related-party revolving credit facility of up to $10,000 carried outstanding borrowings of $6,000 at June 30, 2026, and an additional $1,000 was drawn in July. On June 12, 2026, the stock was delisted from NYSE American and began trading on the OTCQB Venture Market.
Positive
- Interest expense declined to $237 from $779 year over year, helped by the absence of prior-period high-cost debt and a shift to the new revolver, modestly easing the overall financing burden despite higher borrowings.
- The company secured $2,000 of new equity capital and expanded access to liquidity via a $10,000 related-party revolving credit facility, providing short-term funding capacity while it pursues its transition and growth strategy.
Negative
- Quarterly revenue fell 21.9% to $1,150, with gross profit down 29.5% and gross margin compressing from 60.3% to 54.5%, reflecting loss of higher-margin partnership revenue.
- Adjusted EBITDA deteriorated to $(3,140) from $(2,576), indicating weaker underlying operating performance despite modest reductions in SG&A and marketing expenses.
- The company reported a going concern warning, citing an accumulated deficit of $75,580, stockholders’ deficit of $(1,994), ongoing losses and dependence on external financing.
- Cash and cash equivalents declined to $707, while quarterly operating activities used $3,246 of cash, underscoring tight liquidity and reliance on the revolver and equity issuance.
- Common stock was delisted from NYSE American on June 12, 2026 and moved to the OTCQB Venture Market, which the company notes is a significantly more limited and potentially less liquid trading venue.
- Customer concentration increased, with a single customer representing 29% of revenue and 31% of accounts receivable, and one manufacturer producing 100% of products this quarter, heightening operational and credit risk.
Filing Explained
A completed May financing already increased common shares, while 8,276,944 warrants could create further issuance from November 8, 2026.
This Form 10-Q is an unaudited quarterly report covering the period ended
Issuing additional shares reduces an existing holder’s percentage ownership absent offsetting changes. The May shares therefore represent completed dilution, while the related warrants represent potential—not completed—future issuance.
At
The related-party revolver permits up to
Key Figures
Key Terms
going concern financial
Adjusted EBITDA financial
OTCQB Venture Market market
stockholders’ deficit financial
Revolver financial
beneficial ownership limitation regulatory
Earnings Snapshot
FAQ
How did Perfect Moment (PMNT) perform financially in the quarter ended June 30, 2026?
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Why does Perfect Moment (PMNT) have a going concern warning?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from ________ to ________
Commission
file number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCQB Venture Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
As
of August 14, 2026 there were
PERFECT MOMENT LTD.
TABLE OF CONTENTS
Page Number | |
| Special Note Regarding Forward-Looking Statements | i |
| PART I - FINANCIAL INFORMATION | 1 |
| Item 1. Condensed Consolidated Financial Statements (Unaudited) | 1 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 21 |
| Item 4. Controls and Procedures | 21 |
| PART II - OTHER INFORMATION | 22 |
| Item 1. Legal Proceedings | 22 |
| Item 1A. Risk Factors | 22 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 24 |
| Item 3. Defaults Upon Senior Securities | 24 |
| Item 4. Mine Safety Disclosures | 24 |
| Item 5. Other Information | 24 |
| Item 6. Exhibits | 24 |
| Signatures | 26 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
| ● | our expectations regarding our revenue, expenses, profitability and other operating results; | |
| ● | the growth rates of the markets in which we compete; | |
| ● | the costs and effectiveness of our marketing efforts, as well as our ability to promote our brand; | |
| ● | our ability to provide quality products that are acceptable to our customers; | |
| ● | our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel; | |
| ● | our ability to effectively manage our growth, including offering new product categories and any international expansion; | |
| ● | our ability to maintain the security and availability of our software; | |
| ● | our ability to protect our intellectual property rights and avoid disputes in connection with the use of intellectual property rights of others; | |
| ● | our ability to protect our users’ information and comply with growing and evolving data privacy laws and regulations; | |
| ● | future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements; | |
| ● | our ability to compete effectively with existing competitors and new market entrants; and | |
| ● | our success at managing the risks involved in the foregoing. |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC. Moreover, we operate in a very competitive environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law.
In this Quarterly Report on Form 10-Q, references to “Perfect Moment,” “we,” “us,” “our,” and the “Company” refer to Perfect Moment Ltd. and its subsidiaries, unless the context indicates otherwise.
| i |
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PERFECT MOMENT LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)
| June 30, 2026 | March 31, 2026 | |||||||
| unaudited | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Long term assets: | ||||||||
| Operating lease right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Other non-current assets, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and STOCKholders’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Trade payables | $ | $ | ||||||
| Accrued expenses | ||||||||
| Operating lease liabilities, current | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Line of credit from related parties, net | ||||||||
| Operating lease obligations, long-term portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (see Note 10) | - | - | ||||||
| Stockholders’ deficit: | ||||||||
| Common
stock; $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 1 |
PERFECT MOMENT LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(Amounts in thousands, except share and per share data)
(Unaudited)
Three months ended June 30, 2026 | Three months ended June 30, 2025 | |||||||
| Revenue, net | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | ||||||||
| Marketing and advertising expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense), net | ||||||||
| Interest expense and finance costs1 | ( | ) | ( | ) | ||||
| Foreign currency transactions (loss) gain | ( | ) | ||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Dividends on Series AA Convertible Preferred Stock | - | ( | ) | |||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted-average number of shares outstanding | ||||||||
| Other comprehensive losses: | ||||||||
| Net loss | $ | ( | ) | ( | ) | |||
| Foreign currency translation loss | ( | ) | ( | ) | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| 1 |
The accompanying notes are an integral part of these condensed consolidated financial statements
| 2 |
PERFECT MOMENT LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the three months ended June 30, 2026 and 2025
(Amounts in thousands, except share data)
(Unaudited)
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | (Deficit) | |||||||||||||||||||||||||
Series AA Convertible | Additional | Accumulated Other | Total Stockholders’ | |||||||||||||||||||||||||||||
| Preferred Stock | Common Shares | Paid-in | Comprehensive | Accumulated | Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | (Deficit) | |||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | | ||||||||||||||||||||
| Stock compensation for employee vested options | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock compensation for employee vested RSUs | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Fair value of shares issued for services | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common stock upon extinguishment of note payable – related party | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common stock and warrants in public offering, net | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common stock in securities purchase agreement, net | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Dividends on Series AA Convertible Preferred Stock | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – June 30, 2025 | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Balance - March 31, 2026 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Stock compensation for employee vested options | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock compensation for employee vested RSUs | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of common stock in securities purchase agreement, net | - | - | - | - | ||||||||||||||||||||||||||||
| Fair value of warrants recognized as debt finance costs under the Line of credit from related parties | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – June 30, 2026 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 3 |
PERFECT MOMENT LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
| Three months ended | Three months ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Bad debt expense | ||||||||
| Inventory reserve | ( | ) | ||||||
| Stock based compensation | ||||||||
| Amortization of stock-based marketing services shares issued for services | ||||||||
| Amortization of debt finance costs | ||||||||
| Effect of changes in assets and liabilities: | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepaid and other current assets | ( | ) | ||||||
| Operating lease right-of-use assets | ||||||||
| Other non-current assets | ( | ) | ||||||
| Operating lease obligations | ( | ) | ||||||
| Trade payables | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Deferred revenue | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | - | |||||
| Net cash used in investing activities | ( | ) | - | |||||
| Financing activities: | ||||||||
| Proceeds from issuance of common stock and warrants | ||||||||
| Proceeds from line of credit – related party | - | |||||||
| Repayment of trade finance facilities | - | ( | ) | |||||
| Proceeds from short-term borrowings, net | - | |||||||
| Repayment of short-term borrowings | - | ( | ) | |||||
| Proceeds from note payable – related party | - | |||||||
| Payment of dividend on Series AA Convertible Preferred Stock | - | ( | ) | |||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents – beginning of the period | ||||||||
| Cash and cash equivalents – end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid on borrowings | $ | - | $ | |||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Fair value of warrants issued to lender and recorded as debt finance costs on line of credit from related parties | $ | $ | - | |||||
| Recognition of offering costs included in trade payables | $ | $ | - | |||||
| Recognition of debt discount on short-term borrowings | $ | - | $ | |||||
| Fair value of shares issued in exchange for services to be received | $ | - | $ | |||||
| Fair value of shares issued to extinguish Related Party Note | $ | - | $ | |||||
| Recognition of operating lease right of use assets and lease obligations | $ | - | $ | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 4 |
PERFECT MOMENT LTD AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
For the three months ended June 30, 2026 and 2025
(Unless otherwise indicated, dollar amounts in thousands)
(Unaudited)
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of operations
Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or “PML” and, together with its subsidiaries unless the context otherwise requires, the “Company”), is an owner and operator of a luxury fashion brand that offers ski, surf, and activewear collections under the brand name Perfect Moment. The Company’s collections are sold directly to customers.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at June 30, 2026 and the results of operations and comprehensive loss, consolidated statements of shareholders’ equity (deficit), and cash flows for the three months ended June 30, 2026 and 2025. The Company’s results for the three months ended June 30, 2026 are not necessarily indicative of the results expected for the full year. You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion and analysis and results of operations included in our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2026. The terms “fiscal 2027” and “fiscal 2026” refer to the Company’s fiscal year ended March 31, 2027 and fiscal year ended March 31, 2026, respectively.
Principles of consolidation
These unaudited condensed consolidated financial statements include the accounts of Perfect Moment Ltd. and its wholly owned subsidiaries; Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc., (“PMUSA”), Perfect Moment International AG (“PMCH”) and Perfect Moment Netherlands B.V. (“PMBV”). These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments which are, in the opinion of management, necessary for the fair statement of the financial information for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
Through
June 30, 2026, the Company has funded its operations with proceeds from the sale of common stock, and other sales of common stock; the
sale of preferred stock, alongside existing trade, invoice and other financing arrangements. The Company has incurred recurring losses,
including a net loss of $
These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements were available to be issued. The Company’s ability to continue as a going concern is dependent upon management of its expenses and its ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations.
| 5 |
The Company’s future capital requirements will depend on many factors, including production costs and planned growth. In order to finance these opportunities and associated costs, it is possible that the Company would need to raise additional financing if working capital is insufficient to support its business needs. While there can be no assurances, the Company intends to raise such capital through additional short-term loan issuances, debt factoring, and additional equity raises. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its product development, results of operations and financial condition would be materially and adversely affected.
As a result of the above, in connection with the Company’s assessment of going concern considerations, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these condensed consolidated financial statements are available to be issued.
In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended March 31, 2026, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believes will materially affect the methodology or assumptions utilized in making these estimates and judgments in these condensed consolidated financial statements. Significant estimates inherent in the preparation of these condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory, sales reserves, useful lives and impairments of long-lived assets, realization of deferred tax assets and related uncertain tax positions, classification of convertible preferred stock, classification of warrants, and the valuation of stock-based compensation awards. Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material.
Seasonality
The Company experiences certain effects of seasonality with respect to its business. The Company generally experiences greater sales during its last three fiscal quarters, primarily driven by ski and outerwear sales being higher during the winter months and the Company’s customers concentrated in the northern hemisphere, and the lowest sales during its first fiscal quarter.
Revenue recognition
As
of June 30, 2026 and March 31, 2026, the Company did not have any contract assets and had $
For the three months ended June 30, 2026 and 2025, revenue, net recognized from performance obligations related to prior periods was not material. Revenue, net expected to be recognized in any future period related to remaining performance obligations is not material.
| 6 |
Disaggregated revenue
The following table disaggregates the Company’s revenue, net by channel and geographic location:
SCHEDULE OF REVENUE NET BY CHANNEL AND GEOGRAPHICAL LOCATION
| Three months ended | Three months ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Channel revenue, net | ||||||||
| Wholesale revenues | $ | $ | ||||||
| Ecommerce revenues | ||||||||
| Retail revenues | ||||||||
| Partnership revenues | - | |||||||
| Total revenue, net | $ | $ | ||||||
| Geographic location revenue, net | ||||||||
| Europe (excluding United Kingdom) | $ | $ | ||||||
| United States | ||||||||
| United Kingdom | ||||||||
| Rest of the world | ||||||||
| Total revenue, net | $ | $ | ||||||
Accounts receivable and allowance for credit losses
As
of June 30, 2026 and March 31, 2026, the Company had $
Concentration of credit risk
Supplier
For
the three months ended June 30, 2026 and 2025, the largest single supplier of the Company’s manufactured goods produced
Customer
For
the three months ended June 30, 2026, we had one individual customer that accounted for approximately
As
of June 30, 2026, two customers accounted for
Warrants
We evaluate the appropriate balance sheet classification of warrants we issue as either equity or as a derivative liability. In accordance with ASC 815, we classify a warrant as equity if it is “indexed to the Company’s equity” and meets several specific conditions for equity classification. A warrant is not considered “indexed to the Company’s equity,” in general, when it contains certain types of exercise contingencies or potential adjustments to its exercise price. If a warrant is not indexed to the Company’s equity or it has net cash settlement provisions that result in the warrants being accounted for under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) or ASC 815, it is classified as a derivative liability which is carried on the consolidated balance sheets at fair value with any changes in its fair value recognized in the statements of operations and comprehensive loss. At June 30, 2026 and March 31, 2026, all of the Company’s outstanding warrants were classified as equity.
Foreign currency
We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted:
SCHEDULE OF FOREIGN CURRENCY EXCHANGE RATE
| Period end exchange rate: | June 30, 2026 | March 31, 2026 | ||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
| EUR:USD | ||||||||
| Period end exchange rate | ||||||||
| 7 |
| Three months ended | Three months ended | |||||||
| Average exchange rate: | June 30, 2026 | June 30, 2025 | ||||||
| GBP:USD | ||||||||
| HKD:USD | ||||||||
| CHF:USD | ||||||||
| EUR:USD | ||||||||
| Average exchange rate | ||||||||
Net loss per share of common stock
Potentially dilutive stock options and securities as presented in the table below were excluded from the computation of diluted net loss per share because the effect would be anti-dilutive. As the Company incurred losses in the three months ended June 30, 2026 and 2025, basic and diluted weighted-average shares are the same in the loss per share calculation.
SCHEDULE OF ANTIDILUTIVE SECURITIES FOR BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
June 30, 2026 | June 30, 2025 | |||||||
| Options to acquire common stock | ||||||||
| Restricted stock units to acquire common stock | ||||||||
| Warrants to acquire common stock | ||||||||
| Series AA convertible preferred stock | - | |||||||
| Antidilutive securities | ||||||||
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The standard is effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028, with early adoption permitted. The standard may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (the “Update”), an amendment to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270 apply to all entities that provide interim financial statements and notes in accordance with GAAP. In addition, the amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP with the objective to provide clarity about the current requirements. The Update is effective for the Company for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating the impact that the Update will have on the presentation of its consolidated financial statements.
Other recent authoritative guidance issued by the FASB (including technical corrections to the ASCs), the American Institute of Certified Public Accountants, and the SEC did not, or is not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures.
3. INVENTORIES, NET
The following table details the primary categories of inventories, net for the periods presented.
SCHEDULE OF INVENTORY
| June 30, 2026 | March 31, 2026 | |||||||
| Finished goods | $ | $ | ||||||
| Raw materials | ||||||||
| Finished goods on consignment | ||||||||
| Total inventories | ||||||||
| Inventory reserve | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
4. PREPAID AND OTHER CURRENT ASSETS
The following table details the primary categories of prepaid and other currents for the periods presented.
SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS
| June 30, 2026 | March 31, 2026 | |||||||
| Deposits and prepayments | $ | $ | ||||||
| Other receivables | ||||||||
| Other | ||||||||
| Marketing services | ||||||||
| Total prepaid and other current assets | $ | $ | ||||||
| 8 |
5. ACCRUED EXPENSES
The following table details the primary categories of accrued expenses for the periods presented.
SCHEDULE OF ACCRUED EXPENSES
| June 30, 2026 | March 31, 2026 | |||||||
| Accrued expenses | $ | $ | ||||||
| Accrued payroll and payroll taxes | ||||||||
| Indirect taxes | ||||||||
| Returns provision | ||||||||
| Accrued import duties | ||||||||
| Total | $ | $ | ||||||
6. DEBT
Line of Credit, related parties
On March 30, 2026, the Company entered into a loan
agreement for up to $
The Lenders will be entitled to assign all or a portion of its exposure under the Revolver or to sell participations therein. The proceeds of the Revolver were restricted to the repayment of the August 2025 Related Party Notes and to fund the working capital needs of the Company’s operations.
The Revolver bears interest of
During
May 2026 and March 2026, the Company drew $
During
May 2026, the Company issued warrants to purchase up to
The May 2026 Revolver Warrants are exercisable beginning on November 8, 2026 and expire August 27, 2028. The May 2026 Revolver Warrants can be exercised on a cashless basis if the shares underlying the May 2026 Revolver Warrants are not registered at the time it is exercised. The May 2026 Revolver Warrants was determined to be an equity classified warrant.
The holder of the May 2026 Revolver Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company.
As
of June 30, 2026 and March 31, 2026, the Company had outstanding borrowings of $
The Company also incurred and paid third-party legal fees in connection with the closing of the line of credit, which were recorded as
debt issuance costs and included in other noncurrent assets, net in the accompanying balance sheet. As of March 31, 2026, the unamortized
debt issuance costs were $
During
the three months ended June 30, 2026, total interest expense recognized on the Revolver was $
The Revolver contains certain financial statement covenants that the Company is in compliance with as of June 30, 2026.
| 9 |
7. STOCKHOLDERS’ EQUITY
Securities Purchase Agreement:
On
May 8, 2026, the Company consummated a securities purchase agreement with one of the lenders of the Revolver under which it issued
The May 2026 SPA Warrants are exercisable beginning on November 8, 2026 and expire August 27, 2028. The May 2026 SPA Warrants can be exercised on a cashless basis if the shares underlying the May 2026 SPA Warrants are not registered at the time it is exercised. The May 2026 SPA Warrants were determined to be equity classified warrants.
The holder of the May 2026 SPA Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company.
8. STOCK-BASED COMPENSATION PLANS
Time-based RSUs
A summary of time-based RSU activity is presented below:
SCHEDULE OF TIME-BASED RSU ACTIVITY
| Weighted- | ||||||||
| Average | ||||||||
| Grant Date | ||||||||
| Shares | Fair Value | |||||||
| Outstanding at March 31, 2026 | $ | |||||||
| Granted | - | - | ||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Outstanding at June 30, 2026 | $ | |||||||
The
total stock compensation expense recognized related to vesting of time-based RSUs for the three months ended June 30, 2026 and 2025,
was $
| 10 |
Stock Options
A summary of option activity is presented below:
SCHEDULE OF STOCK OPTION ACTIVITY
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Exercise | Contractual | Intrinsic | ||||||||||||||
| Options | Price | Life (Years) | Value | |||||||||||||
| Outstanding at March 31, 2026 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||
| Vested and expected to vest at June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
The
total stock compensation expense recognized related to vesting of stock options for the three months ended June 30, 2026 and 2025 was
$
9. WARRANTS
The following table summarize the shares of the Company’s common stock issuable upon exercise of warrants outstanding at June 30, 2026:
SCHEDULE OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OUTSTANDING
| Warrants Outstanding | ||||||||||||||||
Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | |||||||||||||
| Underwriter Warrants | $ | $ | ||||||||||||||
| March 2025 Warrant | ||||||||||||||||
| June 2025 Warrant | ||||||||||||||||
| July 2025 Warrant | ||||||||||||||||
| August 2025 Warrant | ||||||||||||||||
| January 2026 Warrant | ||||||||||||||||
| May 2026 Revolver Warrant | ||||||||||||||||
| May 2026 SPA Warrant | ||||||||||||||||
| $ | $ | |||||||||||||||
Of
the warrants outstanding,
A summary of warrant activity for the three months ended June 30, 2026 is presented below:
SCHEDULE OF WARRANTS ACTIVITY
| Weighted- | ||||||||
| Average | ||||||||
| Exercise | ||||||||
| Options | Price | |||||||
| Outstanding at March 31, 2026 | $ | |||||||
| Granted | ||||||||
| Exercised | - | - | ||||||
| Forfeited | - | - | ||||||
| Outstanding at June 30, 2026 | $ | |||||||
As of June 30, 2026, the intrinsic value of the outstanding warrants was $nil.
10. COMMITMENTS AND CONTINGENCIES
Legal proceeding – The Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, liability claims, employment claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections will not have a material adverse effect on its consolidated balance sheets, results of operations or cash flows.
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On
May 14, 2025, we were named as a defendant in a lawsuit filed in the Superior Court of the State of California in and for the County
of Los Angeles Central Judicial District by Amanda Archer and Archer Bytes LLC, a former public relations consultant for the Company.
The complaint alleges breach of contract, and other claims and seeks specific damages of $
On April 24, 2025, the Company’s former Chief Executive Officer (the “Former CEO”) commenced ACAS Early Conciliation proceedings (a mandatory step in the UK prior to filing a legal claim) alleging, among other things, unfair dismissal from his position. The Company has not yet been notified that the Former CEO has filed a legal claim with the UK Employment Tribunal.
Capital
commitments – The Company had $
11. RELATED PARTY TRANSACTIONS
Consulting and Advisory Services
One
director and one related party of the Company provided consulting and advisory services for the Company totaling $
Line of Credit, related party
Both lenders on the Revolver were investors of the Company that owned more than 5.0% of outstanding shares of the Company (see Note 6).
12. SEGMENT REPORTING
The
following table includes additional information about reported
SCHEDULE OF SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES AND SEGMENT MEASURE OF PROFITABILITY
| Three months ended | Three months ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Revenue, net | $ | $ | ||||||
| Less: | ||||||||
| Significant segment expenses: | ||||||||
| Cost of revenue | ||||||||
| Selling expense | ||||||||
| General and administrative | ||||||||
| Marketing and advertising | ||||||||
| Non-cash compensation | ||||||||
| Other segment items(1) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| (1) |
Long-lived
assets, excluding other non-current assets, were $
13. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below or within these condensed consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
During
July 2026, the Company drew $
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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Amounts in thousands, except number of countries, style count and share and per share data)
Overview
Perfect Moment is a luxury lifestyle brand offering high-performance skiwear and complementary apparel categories that merge technical functionality with fashion-led design. We develop collections for women, men, and children that reflect a combination of technical integrity, elevated aesthetics, and versatility across seasons and use cases.
We design all products in-house and rely on a network of manufacturing partners across Europe and Asia, including China. Our merchandise is sold in over 60 countries through a combination of direct-to-consumer ecommerce, wholesale partnerships with premium retailers, select concession formats, and licensed international wholesalers.
We are focused on generating long-term, brand-right growth and improving profitability. During the three months ended June 30, 2026, we continued to scale our direct-to-consumer business, launched a new spring/summer capsule, and increased our annual style count from approximately 75 to over 200. We also implemented a tiered pricing architecture across key categories to support value perception and drive margin enhancement.
We intend to grow our business over time by expanding our digital and retail footprint, diversifying our product portfolio, enhancing international reach, and pursuing selective collaborations. Our marketing efforts—both brand-building and performance-driven—are designed to increase awareness, strengthen customer engagement, and support customer acquisition and retention.
Recent Developments
On June 12, 2026, our common stock was delisted from the NYSE American and commenced trading on the OTCQB Venture Market on June 18, 2026.
During July 2026, we drew $1,000 on our Revolver.
Results of Operations
The following table sets forth our results of operations for the:
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Change | ||||||||||
| Revenue, net | $ | 1,150 | $ | 1,472 | $ | (322 | ) | |||||
| Cost of goods sold | 523 | 583 | (60 | ) | ||||||||
| Gross profit | 627 | 889 | (262 | ) | ||||||||
| Gross margin(1) | 54.5 | % | 60.3 | % | ||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative expenses | 3,380 | 3,415 | (35 | ) | ||||||||
| Marketing and advertising expenses | 507 | 529 | (22 | ) | ||||||||
| Total operating expenses | 3,887 | 3,944 | (57 | ) | ||||||||
| Loss from operations | (3,260 | ) | (3,055 | ) | (205 | ) | ||||||
| Total other (expense) income, net | (273 | ) | (764 | ) | 491 | |||||||
| Net loss | $ | (3,533 | ) | $ | (3,819 | ) | $ | 286 | ||||
| Other comprehensive losses | ||||||||||||
| Foreign currency translation losses | (22 | ) | (133 | ) | 111 | |||||||
| Comprehensive loss | $ | (3,555 | ) | $ | (3,952 | ) | $ | 397 | ||||
| (1) | Gross margin is defined as gross profit as a percentage of revenue, net |
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Non-GAAP Measures
We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net loss, and other results under GAAP, the following information includes key operating metrics and non-GAAP financial measures that we use to evaluate our business. We believe that these measures are useful for period-to-period comparisons of the Company’s performance. We have included these non-GAAP financial measures in this Quarterly Report because they are key measures management uses to evaluate our operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating expenses and the allocation of our resources. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.
Adjusted EBITDA
Three months ended June 30, 2026 | Three months ended June 30, 2025 | |||||||
| Net loss, as reported | $ | (3,533 | ) | $ | (3,819 | ) | ||
| Adjustments: | ||||||||
| Interest expense | 237 | 779 | ||||||
| Stock compensation expense | 67 | 134 | ||||||
| Amortization of stock-based services | 25 | 199 | ||||||
| Depreciation and amortization | 64 | 131 | ||||||
| Adjusted EBITDA | $ | (3,140 | ) | $ | (2,576 | ) | ||
Adjusted EBITDA is a non-GAAP financial measure that displays our net loss from continuing operations, adjusted to eliminate the effect of certain items as described below. We define Adjusted EBITDA as net loss excluding interest expense, income tax benefit (expense), depreciation and amortization and stock-based compensation expense. Adjusted EBITDA is a measure that is not defined in US GAAP. We believe that it is useful to exclude these expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations.
Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations in that period. We present adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts, and strategic plan; in analyzing the effectiveness of our business strategies; in evaluating potential acquisitions; in making compensation decisions; and in communications with our board of directors concerning our financial performance.
The $564 decrease in Adjusted EBITDA for the three months ended June 30, 2026 compared to the same period in 2025 was primarily driven by a $262 decrease in gross profit, reflecting lower revenue and a decrease in gross margin from 60.3% to 54.5%, along with higher legal and professional fees, payroll and related costs, and other operating expenses. The margin contraction was largely attributed to a decrease in partnership revenue, which had been in effect during the three months ended June 30, 2025.
Selling, general and administrative (“SG&A”) expenses decreased $35 during the three months ended June 30, 2026 compared to the same period in 2025, with key drivers including decreased amortization of stock-based services and decreased share-based compensation, largely offset by increased legal and professional fees in connection with fundraising efforts, higher payroll and related costs to support operational expansion, and incremental spending across key areas such as IT, insurance, travel, and retail operations. While these investments contributed to higher operating costs, they were necessary to support the Company’s strategic objectives for growth.
The $564 decrease in Adjusted EBITDA for the three months ended June 30, 2026 compared to the same period in 2025 was primarily driven by margin contraction on lower revenue combined with ongoing investments in headcount and infrastructure to support the Company’s transition and growth strategy.
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Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following:
| ● | employee stock awards and common stock purchase options expense has been, and will continue to be for the foreseeable future, a significant recurring expense for the Company and an important part of our compensation strategy; | |
| ● | the assets being depreciated or amortized may have to be replaced in the future, and the non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or other capital commitments; | |
| ● | non GAAP measures do not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; | |
| ● | non-GAAP measures do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
| ● | non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs; and | |
| ● | other companies, including companies in our industry, may calculate their non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures. |
Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net loss and our other financial results presented in accordance with GAAP. You are encouraged to evaluate the above adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Revenue
Total revenue for the three months ended June 30, 2026 was $1,150, compared to $1,472 for the same period in 2025, a decrease of $322, or 21.9%. The decrease was primarily driven by a partnership revenues of $304 that were realized during the three months ended June 30, 2025 that did not recur in the current period.
Cost of goods sold
Cost of goods sold for the three months ended June 30, 2026 was $523, compared to $583 for the same period in 2025, a decrease of $60, or 10.3%. The decrease was primarily driven by improved inventory efficiency and disciplined cost management. The Company continues to focus on optimizing its supply chain and sourcing practices to support long-term margin expansion.
Gross profit and gross margin
Gross profit for the three months ended June 30, 2026 was $627, compared to $889 for the same period in 2025, a decrease of $262, or 29.5%. Gross margin decreased to 54.5% from 60.3% in the prior-year period. The decrease was primarily attributable to a change in revenue mix, as the prior-year period benefited from higher-margin partnership revenue that did not recur in the current period. This was partially offset by the Company’s continued focus on disciplined pricing, inventory management and sourcing initiatives.
Selling, general and administrative expenses
SG&A for the three months ended June 30, 2026 were $3,380, compared to $3,415 for the same period in 2025, a decrease of $35, or 1.0%. The decrease was primarily attributable to decreased amortization of stock-based services and decreased share-based compensation, largely offset by increased legal and professional fees in connection with fundraising efforts, higher payroll and related costs to support operational expansion, and incremental spending across key areas such as IT, insurance, travel, and retail operations.
| 15 |
Marketing and advertising expense
Marketing and advertising expenses for the three months ended June 30, 2026 were $507, compared to $529 for the same period in 2025, a decrease of $22, or 4.2%. The decrease was primarily driven by reduced agency support and lower promotional and event-based activation spend. The Company remains focused on maintaining marketing efficiency while building global brand awareness and desire.
Seasonality and Quarterly Trends
Our business is seasonal with revenue concentrated in northern hemisphere countries. Revenue is elevated in the quarters ending September 30, December 31 and March 31 driven by sales of ski and outerwear through the fall and winter months. In the quarter ending June 30 sales are driven by swimwear and activewear. Our growth rate fluctuates quarter-on-quarter as a result of the seasonality of our business. We expect this fluctuation to continue. In addition to seasonality, quarter-on-quarter results are expected to be impacted by the timing of goods production and delivery, promotional activities and the addition of new products and geographies as the business grows. The business is also subject to the impact of economic cycles that influence retail apparel trends.
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents of $707, including an accumulated deficit of $75,580. Historically, we have generated negative cash flows from operations and have primarily financed our operations through sales of equity securities, issuance of debt instruments and working capital finance facilities.
We expect operating losses and negative cash flows from operations to continue into the foreseeable future as we continue to invest in growing our business and expanding our infrastructure. Our primary uses of cash include personnel and marketing expenditures, inventory, capital investment and expenditures in technology and incremental expenses arising from distribution center operating costs to support our operations and our growth.
As a result of the seasonality of our business, we typically draw down on our finance facilities during summer, fall and early winter to meet a large proportion of the cost of goods associated with the manufacture of our fall/winter collection. Finance and debt factoring facilities support our working capital cycle through to the late fall/winter season when wholesale receivables are paid and ecommerce revenues increase.
Our ability to fund inventory purchases, capital expenditures, and growth will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations, we believe our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, will be sufficient to meet our operating requirements for at least the next 12 months, excluding financing to support production (i.e. timing of working capital). We may seek additional or alternative debt and equity financing to that set out above. If we raise equity financing, our shareholders may experience significant dilution of their ownership interests. If we conduct additional debt financing, the terms of such debt financing may be similar or more restrictive that the terms of our current financing arrangements and we would have additional debt service obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be harmed. See the sections included in our annual report filed on Form 10-K titled “Risk Factors – Risks Related to Ownership of Our Common Stock – Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our 2021 Equity Incentive Plan, could result in additional dilution of the percentage ownership of our stockholders” and “Risk Factors – Risks Related to Our Business, Our Brand, Our Products and Our Industry – We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, our management has identified and our auditors reported that there is a substantial doubt about our ability to continue as a going concern.”
| 16 |
Cash Flow Activities
The following table shows summary cash flow information for the periods presented:
Three months ended June 30, 2026 | Three months ended June 30, 2025 | |||||||
| Condensed consolidated statements of cash flow data: | ||||||||
| Net cash used in operating activities | $ | (3,246 | ) | $ | (3,892 | ) | ||
| Net cash used in investing activities | $ | (66 | ) | $ | - | |||
| Net cash provided by (used in) financing activities | $ | 2,860 | $ | (466 | ) | |||
Cash Flows Used in Operating Activities
During the three months ended June 30, 2026, operating activities used $3,246 in cash and cash equivalents, primarily resulting from a net loss of $3,533, an adjustment to add back non-cash charges of $455 and a net cash outflow from changes in operating assets and liabilities of $168. Net cash used by changes in operating assets and liabilities during the three months ended June 30, 2026 consisted primarily of an outflow of cash from a decrease in trade payables of $1,168 and a decrease in accrued expenses of $619, partially offset by an inflow of cash from a decrease in accounts receivable of $860, an increase in deferred revenue of $378, a decrease in inventory of $141, a decrease in prepaid and other current assets of $98, and a decrease in other non-current assets of $74.
During the three months ended June 30, 2025, operating activities used $3,892 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $3,819, an adjustment to add back non-cash charges of $1,249 and a net cash outflow from changes in operating assets and liabilities of $1,322. Net cash used by changes in operating assets and liabilities during the three months ended June 30, 2025 consisted primarily of an outflow of cash from a decrease in accrued expenses of $1,824, a decrease in trade payables of $272, and an increase in prepaid and other current assets of $260, partially offset by an inflow of cash from an increase in deferred revenue of $542 and a decrease in inventory of $228.
Cash Flows Used in Investing Activities
During the three months ended June 30, 2026, investing activities used $66 in cash and cash equivalents, primarily related to capital expenditures incurred in the ordinary course of business, including expenditures associated with the Company’s new office. There were no investing activities during the three months ended June 30, 2025.
Cash Flows Provided by (Used in) Financing Activities
During the three months ended June 30, 2026, financing activities provided $2,860 in cash and cash equivalents, primarily attributed to $2,000 of proceeds from the sale of our common stock and $860 of proceeds from our line of credit with related parties.
During the three months ended June 30, 2025, financing activities used $466 in cash and cash equivalents, primarily attributed to $2,538 of net proceeds from the sale of our common stock, $1,330 of net proceeds from short term borrowings, and $500 of net proceeds related to the issuance of a note payable to a related party, offset by a $2,241 repayment of short term borrowings, $2,495 repayment of trade finance facilities, and $98 payment of dividends on our Series AA Convertible Preferred Stock.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements.
Our critical accounting policies, estimates, and judgements are as follows, and see Note 2. Summary of Significant Accounting Policies included in Item 8 of Part II for additional information:
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Revenue reserves
The amount of consideration we receive and recognize as revenue, net across both wholesale and DTC channels varies with changes in sales returns and other accommodations and incentives we offer to our customers. When we give our customers the right to return products or provide other accommodations such as chargebacks and markdowns, we estimate the expected sales returns and miscellaneous claims from customers and record sales reserves to reduce revenue, net.
As of June 30, 2026, our sales-related reserves were $0.2 million compared to $0.3 million as of March 31, 2026. The most significant variable affecting these reserve balances is sales levels. As a percentage of Net sales, the sales reserves balances were 16.8% as of June 30, 2026 compared to 1.4% as of March 31, 2026. The reserve for returns from customers is the component of our sales-related reserves most susceptible to estimation uncertainty. These estimates are based on 1) historical rates of product returns and claims; and 2) events and circumstances that indicate changes to such historical rates are warranted, such as our customers’ inventory positions and their anticipated sell-through rates. However, actual returns and claims in any future period are inherently uncertain and thus may differ from our estimates. As a result, we adjust our estimates of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims are significantly different than the sales reserves established, we record an adjustment to Net sales in the period in which such determination was made.
Accounts Receivable and Credit Losses
We make ongoing estimates relating to the collectability of accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the reserve, we consider historical levels of credit losses and significant economic developments within the retail environment that could impact the ability of our customers to pay outstanding balances and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from estimates. If the financial condition of customers were to deteriorate, resulting in their inability to make payments, a larger reserve might be required. In the event we determine a smaller or larger reserve is appropriate, we would record a benefit or charge to selling, general and administrative expenses in the period in which such a determination was made.
Inventory Reserves
The Company periodically reviews its inventory for potential excess, obsolescence, or slow-moving items and records reserves as necessary to reflect inventory at the lower of cost or net realizable value. This assessment is inherently judgmental and considers multiple factors including current inventory levels, historical and projected sales trends, seasonality, planned markdowns, and liquidation history. Management places particular focus on unsold units from prior seasons and styles that have been carried forward, taking into account their performance over time and expected sell-through.
Inventory is tracked at the SKU level, and the Company’s provision methodology involves a cross-functional process with the merchandising and planning teams to identify items at risk of non-recovery. This includes analysis of aged inventory by collection season, unit sales velocity, and margin erosion. Provisions are updated quarterly and recorded in the period in which such assessments are made.
Warrants
We account for warrants as either equity- classified or liability classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding.
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For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. We assess the classification of our warrants at each reporting date to determine whether a change in classification between equity and liability is required.
Stock-based compensation
We account for share-based payments that involve the issuance of shares of our common stock to employees and non-employees and meet the criteria for share-based awards as stock-based compensation expense based on the grant-date fair value of the award. We estimate forfeitures and apply that to the stock-based compensation expense to be recognized over the period an award vests. We recognize compensation expense for awards with only service conditions on a straight-line basis over the requisite service period for the entire award.
If factors change, and we utilize different assumptions including the probability of achieving performance conditions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost affects our compensation and benefits expenses. In addition to the below, see Note 11 – Stock Based Compensation to our audited consolidated financial statements for additional detail.
In future periods, we expect share-based compensation to increase, due in part to our existing unrecognized share-based compensation and as we issue additional share-based awards to continue to attract and retain employees.
Income Taxes
We make assumptions, judgments and estimates to determine our current provision for income taxes, our deferred tax assets and liabilities and our uncertain tax positions. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly affect our ability to utilize our net operating loss carryforwards.
Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could cause our current assumptions, judgments and estimates of recoverable net deferred tax assets to be inaccurate. Changes in any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, which could materially affect our financial position, results of operations or cash flows.
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Our assumptions, judgement and estimates relative to uncertain tax positions take into account whether a tax position is more likely than not to be sustained upon examination by the relevant taxing authority based on the technical merits of the position and the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly affect our ability to utilize our net operating loss carryforwards.
Contingencies
We are involved in legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities when a loss is assessed to be probable and its amount is reasonably estimable. If it is reasonably possible that a material loss could occur through ongoing litigation, we provide disclosure in the footnotes to our financial statements. Assessing probability of loss and estimating the amount of probable losses requires analysis of multiple factors, including in some cases judgments about the potential actions of third-party claimants and courts. Should we experience adverse court judgments or should negotiated outcomes differ to our expectations with respect to such ongoing litigation it could have a material adverse effect on our results of operations, financial position, and cash flows.
Recent Accounting Pronouncements
For recent accounting pronouncements, see Note 2 of our unaudited condensed consolidated financial statements included in this Form 10-Q.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks in the ordinary course of our business. These risk primarily include:
Interest rate risk
The fair value of our cash equivalents, held primarily in cash deposits, have not been significantly impacted by increases or decreases in interest rates to date, due to the short-term nature of these instruments. The interest expense associated with our revolver is a fixed rate. We are exposed to interest rate risk where the interest expense associated with our financing arrangements in the event that the fixed interest rate associated with our financing arrangements is increased upon roll-over of the financing arrangement at its contractual maturity. Fluctuations in interest rates have not been significant to date. We do not expect that interest rates will have a material impact on our results of operations.
Inflation risk
We are beginning to observe increases in our costs of goods sold, in particular, transportation costs. If these cost increases are sustained and we become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability to do so could harm our business, results of operations or financial condition.
Foreign exchange risk
To date, revenue has primarily been generated in U.S. dollar, U.K. pound sterling and euro. As a result, our revenue may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in U.K. pound sterling and euros relative to the U.S. dollar. Our foreign exchange risk is less pronounced for our cost of sales as our cost of goods sold is predominantly U.S. dollar denominated. Our selling, general and administrative expenses are primarily made up of U.S. dollar, Hong Kong dollar, U.K. pound sterling and euro amounts. Although a portion of our non-U.S. dollar costs offset non-U.S. dollar revenue, a currency mismatch arises as to the amount and timing of our different currency cash flows. To date, we have not hedged our foreign currency exposure. We will continue to monitor the impact of foreign exchange risk and review whether to implement a hedging strategy to minimize this risk in future accounting periods. Hedging strategies where implemented are unlikely to completely mitigate this risk. To the extent that foreign exchange risk is not hedged it may result in harm to our business, results of operations and financial condition.
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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures regarding market risks in our portfolio, see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” above.
ITEM 4 - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Internal Controls Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2026. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
For information regarding legal proceedings, refer to Note 10, “Commitments and Contingencies” in the Notes to our Condensed Consolidated Financial Statements, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described below and those described in “Part I, Item 1A. Risk Factors” in the Form 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as set forth below, there were no material changes to the risks and uncertainties described in the section titled “Risk Factors” in Part I, Item 1A of the Form 10-K for our fiscal year ended March 31, 2026.
We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, our management has identified and our auditors reported that there is a substantial doubt about our ability to continue as a going concern.
We intend to rely on debt and equity financing for working capital until positive cash flows from operations can be achieved, which may never occur. These matters raise substantial doubt about our ability to continue as a going concern. Based upon our current operating plan and assumptions, we expect that our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, will be sufficient to fund our operations for at least the next 12 months, excluding financing to support production (i.e. timing of working capital). However, our operating plan may change, and our assumptions may prove to be wrong, as a result of many factors currently unknown to us, and we could use our available capital resources sooner than we expect. We may need to seek additional funds sooner than planned, through public or private equity or debt financings or other third-party funding or a combination of these approaches. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or based upon specific strategic considerations.
Any additional capital-raising efforts may divert our management’s attention from the operation of our business. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to obtain sufficient amounts of additional capital, when and if we require it, we may be required to reduce the scope of our operations, which could harm our business, financial condition and results of operations. Our consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The report of our independent registered public accounting firm that accompanies our audited consolidated financial statements for the fiscal years ended March 31, 2026 and March 31, 2025 contains a going concern explanatory paragraph in which such firm stated that there is substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contained in this quarterly report do not include any adjustments that might result if we are unable to continue as a going concern. If we are unable to continue as a going concern, holders of our securities might lose their entire investment. These factors, among others, may make it difficult to raise any additional capital and may cause us to be unable to continue to operate our business.
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Our financial results and ability to grow our business may be negatively impacted by global events beyond our control.
We operate distribution and warehousing facilities and offices around the world and substantially all of our manufacturers are located outside of the United States. We are subject to numerous risks and global events beyond our control which could negatively impact consumer spending or our own operations or operations of our customers or business partners, and therefore our results of operations, including: changes in diplomatic and trade relationships, trade policy or actions of foreign or U.S. governmental authorities impacting trade and foreign investment; inflation; military conflict; political or labor unrest; terrorism; public health crises, disease epidemics or pandemics; natural disasters and extreme weather conditions, which may increase in frequency and severity due to climate change; economic instability resulting in the disruption of trade from foreign countries; the imposition of new laws, regulations and rules, including those relating to sustainability and climate change, data privacy, labor conditions, minimum wage, quality and safety standards and disease epidemics or other public health concerns; and changes in local economic conditions in countries where our stores, customers, manufacturers and suppliers are located.
These risks could hamper our ability to sell products, negatively affect the ability of our manufacturers to produce or deliver our products or procure materials and increase our cost of doing business generally, any of which could have an adverse effect on our results of operations, profitability, cash flows and financial condition. In the event that one or more of these factors make it undesirable or impractical for us to conduct business in a particular country, our business could be adversely affected.
We rely on a limited number of third-party suppliers to provide high quality raw materials.
Our products require high quality raw materials, including down, softshell, wool, neoprene, and cotton. We do not manufacture our products or the raw materials for them and rely instead on suppliers. Many of the specialty fabrics used in our products are technically advanced textile products developed and manufactured by third parties and may be available, in the short-term, from only one or a limited number of sources. We have no long-term contracts with any of our suppliers or manufacturers for the production and supply of our raw materials and products, and we compete with other companies for fabrics, other raw materials, and production.
We work with a group of approximately 31 vendors that manufacture our products, one of which produced products in the three months ended June 30, 2026. During the three month ended June 30, 2026, the largest single manufacturer produced approximately 100% of our products. We work with a group of approximately 54 suppliers to provide the fabrics for our products, of which no supplier provided more than 10% of our fabric for the three months ended June 30, 2026.
The price of raw materials depends on a wide variety of factors largely beyond the control of the Company. A shortage, delay or interruption of supply for any reason, could negatively impact our ability to fulfill orders and have an adverse impact on our financial results. In addition, while our suppliers, in turn, source from a number of sub-suppliers, we rely on a very small number of direct suppliers for certain raw materials. As a result, any disruption to these relationships could have an adverse effect on our business. Events that adversely affect our suppliers could impair our ability to obtain inventory in the quantities and at the quality that we require. Such events include difficulties or problems with our suppliers’ businesses, finances, labor relations, ability to import raw materials, costs, production, insurance and reputation, as well as natural disasters, public health emergencies or other catastrophic occurrences. A significant slowdown in the retail industry as a whole may also result in bankruptcies or permanent closures of some of our suppliers and third-party vendors. Furthermore, there can be no assurance that our suppliers will continue to provide fabrics and raw materials or provide products that are consistent with our standards. More generally, if we need to replace an existing supplier, additional supplies or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, and any new supplier may not meet our strict quality requirements. In the event we are required to find new sources of supply, we may encounter delays in production, inconsistencies in quality and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of our raw materials could have an adverse effect on our ability to meet customer demand for our products and result in lower revenue and profitability both in the short and long-term.
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ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 - OTHER INFORMATION
Insider Trading Arrangements
During
the quarter ended June 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
ITEM 6 - EXHIBITS
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below.
| Incorporated by Reference | ||||||||||
Exhibit Number |
Description | Form | File No. | Exhibit | Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | 8-K | 001-41930 | 3.1 | February 13, 2024 | |||||
| 3.2 | Amended and Restated Bylaws of the Company | 8-K | 001-41930 | 3.2 | February 13, 2024 | |||||
| 3.3 | Certificate of Designations of 12.00% Series AA Convertible Preferred Stock. | 8-K | 001-41930 | 3.1 | April 2, 2025 | |||||
| 4.1 | Form of the Company’s Common Stock Certificate | S-1 | 333-274913 | 4.1 | November 6, 2023 | |||||
| 4.2 | Form of Underwriter Warrants | S-1 | 333-274913 | 4.2 | January 22, 2024 | |||||
| 4.3 | Form of Convertible Promissory Note for 2021 Debt Financing | S-1 | 333-274913 | 4.3 | November 6, 2023 | |||||
| 4.4 | Form of Amendment No. 1 to Convertible Promissory Note for 2021 Debt Financing | S-1 | 333-274913 | 4.4 | November 6, 2023 | |||||
| 4.5 | Form of Amendment No. 2 to Convertible Promissory Note for 2021 Debt Financing | S-1 | 333-274913 | 4.5 | November 6, 2023 | |||||
| 4.6 | Form of Amendment No. 3 to Convertible Promissory Note for 2021 Debt Financing | S-1 | 333-274913 | 4.6 | January 18, 2024 | |||||
| 4.7 | Form of Convertible Promissory Note for 2022 Debt Financing | S-1 | 333-274913 | 4.6 | November 6, 2023 | |||||
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| Incorporated by Reference | ||||||||||
Exhibit Number |
|
Description | Form | File No. | Exhibit | Filing Date | ||||
| 4.8 | Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing | S-1 | 333-274913 | 4.7 | November 6, 2023 | |||||
| 4.9 | Form of Amendment No. 2 to Convertible Promissory Note for 2022 Debt Financing | S-1 | 333-274913 | 4.9 | January 18, 2024 | |||||
| 4.10 | Form of Convertible Secured Note dated December 6, 2024 | 8-K | 001-41930 | 10.2 | December 12, 2024 | |||||
| 4.11 | Form of Placement Agent Warrant | 8-K | 001-41930 | 4.1 | April 2, 2025 | |||||
| 4.8 | Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing | S-1 | 333-274913 | 4.7 | November 6, 2023 | |||||
| 4.9 | Representative’s Warrants | 8-K | 001-41930 | 4.1 | June 30, 2025 | |||||
| 4.10 | Form of X3 Warrant | 8-K | 001-41930 | 4.1 | May 12, 2026 | |||||
| 4.11 | Form of Krane Warrant | 8-K | 001-41930 | 4.2 | May 12, 2026 | |||||
| 10.1 | Securities Purchase Agreement, dated June 30, 2025, between Perfect Moment and Joachim Gottschalk & Associates | 8-K | 001-41930 | 1.2 | June 30, 2025 | |||||
| 31.1 | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 31.2 | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.1* | Certifications of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 32.2* | Certifications of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||
* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of Perfect Moment Ltd. under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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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 thereunto duly authorized.
| PERFECT MOMENT LTD. | ||
| Date: August 14, 2026 | By: | /s/ Jane Gottschalk |
| Jane Gottschalk | ||
President (Principal Executive Officer) | ||
| Date: August 14, 2026 | By: | /s/ Chath Weerasinghe |
| Chath Weerasinghe | ||
Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) | ||
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