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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 |
