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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): June 11, 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 LLC1 |
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.
1
Effective on June 18, 2026, the Company’s Common Stock will be listed on the OTCQB.
| Item 5.02 |
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation
of Chath Weerasinghe as Chief Financial Officer and Chief Operating Officer of the Company:
On
June 11, 2026 (the “Notice Date”), Chath Weerasinghe notified Perfect Moment Ltd. (the “Company”) that he will
be resigning from his position as the Company’s Chief Financial Officer, Chief Operating Officer and principal financial and accounting
officer, effective three months from the Notice Date in accordance with applicable Swiss law. The Board of Directors of the Company (the
“Board”) is discussing his compensation, and the Company’s compensation committee plans on meeting at a later date
to determine the compensation that will be paid to Mr. Weerasinghe during this three-month period.
Resignation
of Tim Nixdorff as a director of the Company:
On
June 11, 2026, Tim Nixdorff notified the Company of his resignation as a director of the Company. Mr. Nixdorff’s resignation was
a result of disagreements with members of the Company’s management and the Board related to the Company’s strategic direction.
A copy of such correspondence is attached as Exhibit 99.1 hereto and is incorporated by reference herein. At the time of his resignation,
Mr. Nixdorff served on the Board’s Nominating and Corporate Governance Committee and Compensation Committee.
Resignation
of Berndt Hauptkorn as a director of the Company:
On
June 12, 2026, Berndt Hauptkorn notified the Company of his resignation as a director of the Company. Mr. Hauptkorn’s resignation
was a result of disagreements with members of the Company’s management and the Board related to the Company’s strategic direction.
A copy of such correspondence is attached as Exhibit 99.2 hereto and is incorporated by reference herein. At the time of his resignation,
Mr. Hauptkorn served on the Board’s Nominating and Corporate Governance Committee and Audit Committee
Resignation
of Adam Epstein as a director of the Company:
On
June 13, 2026, Adam Epstein notified the Company of his resignation as a director of the Company. Mr. Epstein’s resignation
was a result of disagreements with members of the Company’s management and the Board related to the Company’s corporate governance.
A copy of such correspondence is attached as Exhibit 99.3 hereto and is incorporated by reference herein. At the time of his resignation,
Mr. Epstein served on the Board’s Nominating and Corporate Governance Committee and Audit Committee
| Item 9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1* |
|
Resignation
letter of Tim Nixdorff, received June 11, 2026 |
| 99.2* |
|
Resignation
letter of Berndt Hauptkorn, received June 12, 2026 |
| 99.3 |
|
Resignation
letter of Adam Epstein, received June 13, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Portions
of the exhibit have been omitted. |
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:
June 16, 2026 |
PERFECT
MOMENT LTD. |
| |
|
| |
By: |
/s/
Jane Gottschalk |
| |
|
Jane
Gottschalk |
| |
|
President |
Exhibit
99.1
Certain
identified information has been excluded from the exhibit because it is both (i) not material and (ii) private and confidential. Information
that has been omitted from the exhibit are indicated with brackets.
From:
Tim Nixdorff <[*****]>
Sent:
Thursday, June 11, 2026
To:
Max Gottschalk <[*****]>
Cc:
Jane Gottschalk <[*****]>, Kristy Marvin <[*****]>, Andre Keijsers <[*****]>, Berndt Hauptkorn <[*****]>, Adam
Epstein <[*****]>
Subject:
Resignation from Board of Directors of Perfect Moment Ltd.
Dear
Max,
In
light of recent developments and the apparent disagreements regarding the direction of the company, I have decided to step down from
the Board, effective immediately.
As
a consequence, please accept this email as my formal resignation as a director of Perfect Moment Ltd., including from all committees
of the Board on which I serve, effective immediately as of June 11, 2026.
For
clarity, this resignation applies to my position as a non-executive director of Perfect Moment Ltd. and to any related Board committee
memberships, including the Compensation Committee and the Nominating and Corporate Governance Committee.
Please
confirm receipt of this resignation and let me know if any further documentation or formalities are required from me.
Naturally,
I wish you guys and the company only the best, I hope you can turn it around.
@
Kristy: Would you please also send written confirmation of receipt. I am obviously available for any required correspondence.
All
my best,
Tim Nixdorff
Exhibit
99.2
Certain
identified information has been excluded from the exhibit because it is both (i) not material and (ii) private and confidential. Information
that has been omitted from the exhibit are indicated with brackets.
From:
Berndt Hauptkorn <[*****]>,
Sent:
Friday, June 12, 2026
To:
Max Gottschalk <[*****]>, Jane Gottschalk <[*****]>, Kristy Marvin <[*****]>, Andre Keijsers <[*****]>, Adam
Epstein <[*****]>
Subject:
Resignation from Board of Directors of Perfect Moment Ltd.
Dear
Max,
I
have decided to immediately step down from the Board of Perfect Moment Ltd. and am sending this email to you in your capacity as Chairman
of the Board of Perfect Moment Ltd.
As
a consequence, please accept this email as my formal resignation as a director of Perfect Moment Ltd., including from all committees
of the Board on which I serve, effective immediately as of June 12, 2026.
For
for the avoidance of doubt, this resignation applies to my position as a non-executive director of Perfect Moment Ltd. and to any related
Board committee memberships, including the Audit Committee and any other Committee or Sub-Committee.
Please
exclude my name from any existing or future public communication and board materials, investor presentations, marketing documentation
and any similar documentations.
Please
confirm receipt of this resignation and let me know if any further documentation or formalities are required.
Dear
Kristy,
Would
you please also send written confirmation of receipt. I am obviously available for any required correspondence.
Best
Wishes,
Berndt Hauptkorn
Exhibit
99.3
Dear
Members of the Board:
I
hereby resign from the Board of Directors of Perfect Moment Ltd. effective June 12, 2026.
My
resignation results from disagreements regarding corporate governance.
Sincerely,
Adam
Epstein
