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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): March 6, 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 in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August
27, 2025, on August 26, 2025, Max Gottschalk (“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 (“Note #1”) 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.
As
previously reported in its Current Report on Form 8-K filed with the SEC on October 31, 2025, on October 30, 2025, Gottschalk and the
Company entered into an amended and restated promissory note (the “Amended and Restated Note”) to amend and restate Note
#1. The Amended and Restated Note amended the maturity date from November 8, 2025 to March 9, 2026.
On
March 6, 2026, Gottschalk and the Company entered into a further amended and restated promissory note (the “Further Amended and
Restated Note”) to amend and restate the Amended and Restated Note. The Further Amended and Restated Note amends the maturity date
from March 9, 2026 to March 23, 2026.
The
foregoing description of the Further Amended and Restated Note does not purport to be complete and is qualified in its entirety by the
terms and conditions of the Further Amended and Restated Note filed as Exhibit 4.1 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
9.01 Financial Statements and Exhibits
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Further Amended and Restated Promissory Note, dated March 6, 2026 |
| 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: March 6, 2026 |
PERFECT
MOMENT LTD. |
| |
|
| |
By: |
/s/
Jane Gottschalk |
| |
|
Jane Gottschalk |
| |
|
President |
