Perfect Moment (NYSE: PMNT) lowers stockholder meeting quorum to 33.3% voting power

Rhea-AI Filing Summary

Perfect Moment Ltd. updated its corporate bylaws to lower the shareholder quorum needed to conduct business at stockholder meetings. The new rule states that holders of thirty-three and one third percent (33.3%) of the voting power of issued and outstanding shares entitled to vote, present in person or by proxy, now constitute a quorum.

Previously, a quorum required a majority in voting power of the eligible shares. This change makes it easier for meetings to proceed and for proposals to be approved with a smaller portion of the company’s voting power represented. The amendment was approved by the Board of Directors on October 7, 2025, and is documented in a Certificate of Adoption attached as an exhibit.

Insights

Corporate governance analyst

Perfect Moment lowers shareholder quorum from a majority to 33.3%.

Perfect Moment Ltd. changed its bylaws so that only holders of thirty-three and one third percent (33.3%) of the voting power of issued and outstanding shares entitled to vote, present in person or by proxy, are needed to reach a quorum at stockholder meetings. Previously, a quorum required a majority in voting power of eligible shares.

This adjustment can make it easier to hold valid meetings and pass proposals when shareholder turnout is low, because fewer voting-power holders must be present. It also means that decisions can be made with a smaller portion of overall voting power represented, which may matter more in closely contested matters or where ownership is concentrated.

The change was approved by the Board of Directors on October 7, 2025 and is formalized in a Certificate of Adoption identified as Exhibit 3.1. Subsequent company communications and meeting outcomes will show how this lower quorum threshold affects actual voting dynamics over time.

false --03-31 0001849221 0001849221 2025-10-07 2025-10-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2025

PERFECT MOMENT LTD.

(Exact name of registrant as specified in its charter)

Delaware		001-41930		86-1437114
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

244 5th Ave Ste 1219

New York, NY 10001

(Address of principal executive offices, with zip code)

315-615-6156

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		PMNT		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 7, 2025, the Board of Directors of Perfect Moment Ltd. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) amending the quorum requirement contained in Section 2.8 of the Bylaws (the “Amendment”) to provide that the holders of thirty-three and one third percent (33.3%) in voting power of the stock issued and outstanding and entitled to vote at a meetings of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Prior to the Amendment, the Bylaws provided that a quorum at meetings of stockholders consisted of the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy.

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Certificate of Adoption, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit No.		Description
3.1		Certificate of Adoption of Bylaw Amendment
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 10, 2025	PERFECT MOMENT LTD.
	By:	/s/ Jane Gottschalk
		Jane Gottschalk
		President

FAQ

What corporate change did Perfect Moment Ltd. (PMNT) disclose?

Perfect Moment Ltd. approved an amendment to its Amended and Restated Bylaws that changes the quorum requirement for stockholder meetings.

What is the new quorum requirement for Perfect Moment Ltd. (PMNT) stockholder meetings?

The new quorum requirement is that holders of thirty-three and one third percent (33.3%) in voting power of the issued and outstanding stock entitled to vote, present in person or by proxy, constitute a quorum.

What was Perfect Moment Ltd.’s (PMNT) quorum requirement before this amendment?

Before the amendment, the bylaws required a quorum consisting of the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy.

Who approved the bylaw amendment for Perfect Moment Ltd. (PMNT)?

The Board of Directors of Perfect Moment Ltd. approved the amendment to the company’s bylaws on October 7, 2025.

Where can investors see the exact wording of Perfect Moment Ltd.’s (PMNT) bylaw change?

The exact text of the amendment is contained in the Certificate of Adoption attached as Exhibit 3.1, which is incorporated by reference into the disclosure about the bylaw change.

Does the Perfect Moment Ltd. (PMNT) change affect all meetings of stockholders?

Yes, the amendment states that the thirty-three and one third percent (33.3%) quorum applies to meetings of stockholders for the transaction of business, where shares are issued, outstanding, and entitled to vote.