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2026-01-14
2026-01-14
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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): January 14, 2026
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
1.01 Entry into a Material Definitive Agreement.
As
previously reported, on August 27, 2025, Perfect Moment Ltd. (the “Company”) entered into a Securities Purchase Agreement
(the “Agreement”) with X3 Higher Moment Fund LLC (the “X3”) to issue and sell (i) 3,172,858 shares (the “Shares”)
of common stock, $0.0001 par value per share of the Company (the “Common Stock”) and (ii) a warrant (the “Warrant 1”)
to purchase up to 3,204,908 shares of Common Stock (“Warrant 1 Shares”, and together with the Shares, the “Securities”).
The Securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”) provided in Section 4(a)(2) of the Securities Act.
Warrant
1 contains a beneficial ownership limitation, which provides that the total number of Warrant 1 Shares issuable upon exercise of Warrant
1 may not exceed 9.99% of the Company’s issued and outstanding Common Stock (the “X3 Beneficial Ownership Limitation”).
However, upon at least 61 days’ notice to the Company, X3 may increase or decrease such X3 Beneficial Ownership Limitation, not
to exceed 19.99% of our issued and outstanding Common Stock (the “X3 Exchange Cap”), provided that such X3 Exchange Cap will
not apply if we obtain stockholder approval to issue the shares of Common Stock in excess of such X3 Exchange Cap.
On
January 14, 2026, at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”), the Company obtained the
required stockholder approval, as further described in Item 5.07 of this Current Report on Form 8-K.
As
such, Warrant 1 has been amended and restated to provide for: (i) preemptive rights of X3 to participate in future financings by the
Company, pro rata, except in connection with certain excluded issuances; (ii) the right of X3 to match any proposal to provide equity
or debt financing to the Company so long as X3 holds at least 4.99% of the outstanding common stock of the Company; and (iii) weighted
average anti-dilution price protection, with customary carve outs including for the excluded issuances (the foregoing, collectively,
the “Amended Warrant 1”). Additionally, the Company issued to X3 an additional warrant (“Warrant 2”, together
with Amended Warrant 1, the “New Warrants”) to purchase up to an amount of shares of Common Stock (“Warrant 2 Shares”,
together with the Warrant 1 Shares, the “Warrant Shares”) equal to the difference between (i) 19.99% of the number of shares
of Common Stock of the Company outstanding as of the closing date of the conversion of the 12.00% Series AA Convertible Preferred Stock
of the Company (“Series AA Preferred”) and (ii) the Securities.
The
foregoing descriptions of the Amended Warrant 1 and Warrant 2 do not purport to be complete and are qualified in their entirety by reference
to the full text of the Amended Warrant 1 and Warrant 2 filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and incorporated by
reference herein.
Item 3.02.
Unregistered Sales of Equity Securities.
Warrant
Shares
The
information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The New
Warrants and Warrant Shares are being offered and sold by the Company in reliance upon an exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act.
Automatic
Conversion of Series AA Convertible Preferred Stock
As
of January 15, 2026, the Company issued an aggregate of 11,458,306 shares of Common Stock (the “Series AA Converted Shares”)
to the holders (“Holders”) of Series AA Preferred. The Series AA Converted Shares were issued pursuant to the automatic conversion
of 924,921 shares of Series AA Preferred, which constituted all issued and outstanding shares of Series AA Preferred.
The
Series AA Preferred was originally issued to the Holders pursuant to a Securities Purchase Agreement, dated March 28, 2025, between the
Company and the Holders.
At
the Annual Meeting, the Company’s stockholders approved a certificate of amendment (the “Certificate of Amendment”)
to the Company’s Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of 12.00% Series AA Convertible
Preferred Stock of the Company (the “Series AA COD”), to provide for the automatic conversion of the Series AA Preferred,
effective as of 5:00pm E.T. on January 14, 2026.
The
11,458,306 shares of Common Stock were issued to the Holders without registration under the Securities Act, in reliance on the exemption
provided by Section 4(a)(2) of the Securities Act and pursuant to Rule 144 thereunder.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
described in Item 5.07 of this Current Report on Form 8-K, on January 14, 2026, the Company held its Annual Meeting, at which, among
other matters of business acted upon, the Company’s stockholders approved the Certificate of Amendment to the Series AA COD (the
“Certificate of Amendment”), to amend the definition of “Conversion Price” to be equal to $0.46822, and to provide
for the automatic conversion of the Series AA Preferred, effective as of 5:00pm E.T. on January 14, 2026.
Immediately
following the Annual Meeting on January 14, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State
of Delaware.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Company held the Annual Meeting on January 14, 2026. For more information about the proposals set forth below, please see the Company’s
definitive Proxy Statement filed with the Securities and Exchange Commission on November 26, 2025. As of the record date, November 21,
2026, there were 34,766,033 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. The votes on the
proposals presented at the Annual Meeting are set forth below.
Proposal
1: The votes to elect six directors to serve for a term ending as of the next annual meeting are as follows:
| Director Nominee | |
For | |
Withold | |
Broker Non-Votes |
| Max Gottschalk | |
6,532,531 | |
32,243 | |
N/A |
| Jane Gottschalk | |
6,532,528 | |
32,246 | |
N/A |
| Andre Keijsers | |
5,625,805 | |
938,969 | |
N/A |
| Berndt Hauptkorn | |
6,532,980 | |
31,794 | |
N/A |
| Tim Nixdorff | |
6,533,680 | |
31,094 | |
N/A |
| Adam Z. Epstein | |
6,535,330 | |
29,444 | |
N/A |
Proposal
2: The votes to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect
a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-5 to 1-for-20, inclusive, as
determined by the Company’s Board of Directors are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 9,749,868 |
|
2,760,285 |
|
725 |
|
0 |
Proposal
3: The votes to approve an amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase
the authorized number of shares of the Company’s Common Stock from 100,000,000 shares to 500,000,000 shares are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 6,819,912 |
|
404,780 |
|
1,000 |
|
5,285,186 |
Proposal
4: The votes to approve, in accordance with NYSE American Company Guide Sections 713(a) and (b), the issuance of shares of our Common
Stock upon the automatic conversion of our Series AA Convertible Preferred Stock, are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 1,572,947 |
|
277,072 |
|
4,714,755 |
|
5,946,104 |
Proposal
5: The votes to approve, in accordance with NYSE American Company Guide Section 713(a), the potential issuance of shares of our Common
Stock equal to 20% or more of the presently outstanding shares of our Common Stock pursuant to an equity line of credit are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 6,261,748 |
|
269,426 |
|
33,600 |
|
5,946,104 |
Proposal
6: The votes to approve, in accordance with NYSE American Company Guide Sections 713(a) and (b), the potential issuance of shares
of our Common Stock equal to 20% or more of the presently outstanding shares of our Common Stock in pursuant to a Securities Purchase
Agreement and related warrants to X3 Higher Moment Fund LLC are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 6,282,857 |
|
203,258 |
|
78,659 |
|
5,946,104 |
Proposal
7: The votes to ratify the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the
fiscal year ending March 31, 2026, are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 12,351,767 |
|
112,358 |
|
46,753 |
|
0 |
Proposal
8: The votes to approve adjournment of the Annual Meeting, if necessary or appropriate, are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 9,605,606 |
|
2,857,393 |
|
47,878 |
|
1 |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 3.1 |
|
Certificate of Amendment of Certificate Designations, Preferences, Limitations, Restrictions and Relative Rights 12.00% Series AA Convertible Preferred Stock of Perfect Moment Ltd. |
| 4.1 |
|
Amended Warrant 1 |
| 4.2 |
|
Warrant 2 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
PERFECT
MOMENT LTD. |
| |
|
|
| Date:
January 21, 2026 |
By: |
/s/
Chath Weerasinghe |
| |
|
Chath
Weerasinghe |
| |
|
Chief
Financial Officer and Chief Operating Officer |
