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  4. [8-K] Perfect Moment Ltd. Reports Material Event

Perfect Moment (NYSE: PMNT) completes $10M loan plus share and warrant issuance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Perfect Moment Ltd. entered into financing arrangements that combine debt, equity, and warrants. The company has a $10,000,000 loan from X3 Higher Moment Fund LLC and Krane Capital, LLC, and in connection with this loan issued X3 warrants to purchase 1,864,753 shares of common stock at $0.46822 per share.

Separately, under a Securities Purchase Agreement with Krane Capital, Perfect Moment issued 6,060,606 shares of common stock at $0.33 per share and Krane warrants to purchase up to 8,276,944 shares at an exercise price of $0.40 per share. Both the X3 and Krane warrants expire on August 27, 2028 and were issued as unregistered securities under Section 4(a)(2) of the Securities Act.

Positive

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Negative

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Insights

Perfect Moment adds $10M debt and significant warrant overhang.

Perfect Moment Ltd. has combined a $10,000,000 loan with equity and warrant issuance to X3 and Krane Capital. This brings in debt capital while granting counterparties rights to acquire a large number of common shares at fixed exercise prices.

The X3 warrants cover 1,864,753 shares at $0.46822, and the Krane warrants cover up to 8,276,944 shares at $0.40, both expiring on August 27, 2028. The 6,060,606 primary shares were sold at $0.33 per share. These instruments could increase the share count if exercised, so future equity dilution will depend on share price performance and holder decisions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Loan principal $10,000,000 Aggregate principal amount of loan with X3 and Krane Capital
X3 warrant shares 1,864,753 shares Common stock purchasable under X3 warrants
X3 warrant exercise price $0.46822 per share Exercise price of X3 warrants
Shares sold to Krane 6,060,606 shares Common stock issued under Securities Purchase Agreement
Share purchase price $0.33 per share Price of common shares sold to Krane Capital
Krane warrant shares 8,276,944 shares Common stock purchasable under Krane warrants
Krane warrant exercise price $0.40 per share Exercise price of Krane warrants
Warrant expiry August 27, 2028 Expiration date of X3 and Krane warrants
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Securities Purchase Agreement financial
"the Company entered into a Securities Purchase Agreement (the “SPA”) with Krane Capital"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Section 4(a)(2) of the Securities Act regulatory
"issued pursuant to an exemption from the registration requirements ... provided in Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Unregistered Sales of Equity Securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities."
warrants financial
"warrants (the “Krane Warrants”) to purchase up to 8,276,944 shares of Common Stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Understanding 8-K Material Events →
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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): May 8, 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 disclosed, on March 30, 2026, Perfect Moment Ltd. (the “Company”) entered into a loan agreement (the “Loan”) with X3 Higher Moment Fund LLC as agent for X3 Higher Moment Fund LLC (“X3”) and Krane Capital, LLC (“Krane Capital”) in an aggregate principal amount of $10,000,000. In connection with the Loan, the Company will issue to X3 warrants (the “X3 Warrants”) to purchase 1,864,753 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.46822 per share.

 

Additionally, as previously disclosed, on March 30, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with Krane Capital to issue and sell (i) 6,060,606 shares (the “Shares”) of Common Stock and (ii) warrants (the “Krane Warrants”) to purchase up to 8,276,944 shares of Common Stock, at an exercise price of $0.40 per share. The purchase price of the Shares is $0.33 per share. The SPA contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties.

 

The X3 Warrants and Krane Warrants shall expire at 5:00 p.m., Eastern time, on August 27, 2028.

 

On May 8, 2026, the Company issued X3 Warrants to X3 and the Shares and the Krane Warrants to Krane Capital.

 

The Shares, the X3 Warrants and the Krane Warrants 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.

 

The foregoing descriptions of the X3 Warrants and Krane Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the form of X3 Warrants and form of the Krane Warrants filed as Exhibits 4.1 and 4.2 hereto, respectively, and incorporated by reference herein.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The disclosure regarding the X3 Warrants to be issued to X3 pursuant to the Loan and the Shares and Krane Warrants to be issued to Krane Capital pursuant to the SPA as set forth under Item 1.01 of this report is incorporated herein by reference under this Item 3.02.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

Exhibit No.   Description
4.1   Form of X3 Warrant
4.2   Form of Krane Warrant
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: May 12, 2026 PERFECT MOMENT LTD.
   
  By: /s/ Jane Gottschalk
    Jane Gottschalk
    President

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Perfect Moment Ltd. (PMNT) disclose in this 8-K?

Perfect Moment Ltd. disclosed a loan of $10,000,000 from X3 Higher Moment Fund LLC and Krane Capital, LLC. Alongside the debt, it issued new common shares and warrants, creating a mix of borrowing and potential future equity issuance.

How many new Perfect Moment (PMNT) shares were issued to Krane Capital and at what price?

Perfect Moment issued 6,060,606 common shares to Krane Capital at $0.33 per share. These shares were sold under a Securities Purchase Agreement that also included warrants, forming part of a broader financing package with institutional investors.

What are the terms of the X3 warrants issued by Perfect Moment (PMNT)?

The X3 warrants allow X3 to purchase 1,864,753 Perfect Moment common shares at an exercise price of $0.46822 per share. These warrants expire at 5:00 p.m. Eastern time on August 27, 2028, providing a multi-year window to exercise.

What are the terms of the Krane Capital warrants in Perfect Moment’s deal?

Krane Capital received warrants to purchase up to 8,276,944 Perfect Moment common shares at an exercise price of $0.40 per share. These Krane warrants expire on August 27, 2028, giving Krane several years to decide whether to exercise them.

Were Perfect Moment (PMNT) shares and warrants registered with the SEC?

No, the shares and warrants issued to X3 and Krane Capital were not registered. Perfect Moment relied on an exemption from registration under Section 4(a)(2) of the Securities Act, which is typically used for private offerings to sophisticated investors.

What SEC items does this Perfect Moment (PMNT) 8-K address?

The 8-K addresses Item 1.01, entry into a material definitive agreement, and Item 3.02, unregistered sales of equity securities. It also lists warrant forms and the cover page interactive data file as exhibits supporting the disclosed financing transactions.

Filing Exhibits & Attachments

5 documents

Other Documents