Chairman funds Perfect Moment (NYSE: PMNT) with $5.1M loans and new shares

Rhea-AI Filing Summary

Perfect Moment Ltd. entered into a financing arrangement with its Chairman, Max Gottschalk, on August 26, 2025. He provided the company with a total of $5,089,960 in loans to fund product purchases and operations. The financing consists of an unsecured promissory note for $3,389,960 at 12% annual interest, with monthly interest payments and all unpaid principal and interest due on November 8, 2025, and a second unsecured promissory note for $1,700,000 at 12% annual interest, with monthly interest payments and a maturity date of August 18, 2030. In connection with these loans, the company issued Mr. Gottschalk $305,398 of restricted common stock at $0.46822 per share, totaling 652,253 shares of restricted stock.

Insights

Capital structure and governance analyst

Chairman provides $5.1M insider financing on 12% notes plus equity.

The company obtained $5,089,960 of working capital from its Chairman, Max Gottschalk, via two unsecured promissory notes dated August 26, 2025. One note is for $3,389,960 with interest at 12% annually, payable monthly, and a single maturity payment due on November 8, 2025. The second is a longer-dated $1,700,000 unsecured note, also at 12% annually with monthly interest, maturing on August 18, 2030.

As additional consideration, the company issued restricted common stock valued at $305,398 at a per-share price of $0.46822, resulting in 652,253 restricted shares issued to the Chairman. This combines debt financing at a relatively high stated interest rate with incremental equity issuance to an insider, concentrating both creditor and shareholder exposure with the same individual.

The short-term note’s November 8, 2025 due date creates a near-term refinancing or repayment milestone, while the long-term note extends obligations to August 18, 2030. Future company filings may outline how these insider loans and the associated equity issuance affect liquidity planning and governance considerations.

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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): August 26, 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 1.01 Entry into a Material Definitive Agreement.

On August 26, 2025, Max Gottschalk, the Chairman of the Board of Perfect Moment Ltd. (the “Company”) extended a total of $5,089,960 in loans to the Company, providing working capital to support product purchases and operations. The loans are evidenced by an unsecured promissory note in the principal sum of $3,389,960 bearing interest at 12% per annum, with interest payable monthly, unpaid principal and interest due and payable on November 8, 2025 and an unsecured promissory note in the principal sum of $1,700,000 bearing interest at 12% per annum, with interest payable monthly, unpaid principal and interest due and payable on August 18, 2030.

In consideration for supplying these loans, the Company issued Mr. Gottschalk $305,398 of shares of the Company restricted common stock at a per share price of $0.46822, which represents the average closing price of the Company’s common stock as reported on the NYSE American for the five trading days immediately preceding the signing of the notes or an aggregate of 652,253 shares.

The foregoing descriptions of the notes do not purport to be complete and are qualified in their entirety by the terms and conditions of the notes filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures under Item 1.01 are incorporated here by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures under Item 1.01 are incorporated here by reference.

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit No.		Description
10.1		Promissory Note, Dated August 26, 2025
10.2		Promissory Note, Dated August 26, 2025
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: August 26, 2025	PERFECT MOMENT LTD.
	By:	/s/ Jane Gottschalk
		Jane Gottschalk
		President

FAQ

What financing did Perfect Moment Ltd. (PMNT) receive on August 26, 2025?

Perfect Moment Ltd. received a total of $5,089,960 in loans from its Chairman, Max Gottschalk, on August 26, 2025, to provide working capital for product purchases and operations.

What are the key terms of the new promissory notes for Perfect Moment Ltd. (PMNT)?

The company issued two unsecured promissory notes: one for $3,389,960 at 12% annual interest with monthly interest payments and a maturity date of November 8, 2025, and another for $1,700,000 at 12% annual interest with monthly interest payments and a maturity date of August 18, 2030.

Did Perfect Moment Ltd. (PMNT) issue equity in connection with these loans?

Yes. In consideration for the loans, Perfect Moment Ltd. issued its Chairman $305,398 of restricted common stock at $0.46822 per share, for a total of 652,253 shares of restricted stock.

How were the interest payments structured on Perfect Moment Ltd.’s new debt?

Both unsecured promissory notes bear interest at 12% per annum, with interest payable monthly and unpaid principal plus accrued interest due at their respective maturities.

Which items of the 8-K does this transaction relate to for Perfect Moment Ltd. (PMNT)?

The transaction is reported as an Entry into a Material Definitive Agreement (Item 1.01), a Creation of a Direct Financial Obligation (Item 2.03), and an Unregistered Sale of Equity Securities (Item 3.02).