STOCK TITAN

Perfect Moment (PMNT) loses NYSE American listing, shifts trading to OTCQB market

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

Rhea-AI Filing Summary

Perfect Moment Ltd. announced that NYSE American has determined the company no longer qualifies for continued listing after it failed to regain compliance with the exchange’s minimum stockholders’ equity requirements by the end of an 18‑month plan period. Rather than appeal, the board chose to move the stock to the OTCQB tier of the OTC Markets. Trading on NYSE American is expected to be suspended during the week of June 15, 2026, with OTCQB trading under the same ticker, PMNT, beginning immediately afterward. The company will remain an SEC‑reporting issuer and highlights expected savings on exchange fees and a recently secured $10 million revolving credit facility to support its growth plans.

Positive

  • Perfect Moment highlights a recently secured $10 million revolving credit facility, which it says strengthens its financial position and supports working capital and strategic growth initiatives.
  • Management expects that trading on the OTCQB will reduce exchange‑related expenses, allowing resources to be redirected toward executing the company’s broader business strategy and international expansion efforts.

Negative

  • NYSE American’s regulatory staff determined on June 11, 2026 that Perfect Moment had not regained compliance with minimum stockholders’ equity requirements after an 18‑month plan, making the company unsuitable for continued listing.
  • The company’s common stock is expected to be suspended from NYSE American during the week of June 15, 2026, with trading moving to the OTCQB market, which typically offers lower liquidity and visibility than a national exchange.

Insights

Perfect Moment faces delisting from NYSE American and shifts to OTCQB trading.

Perfect Moment Ltd. did not regain compliance with NYSE American’s minimum stockholders’ equity requirement after an 18‑month plan period. Regulatory staff deemed the company unsuitable for continued listing under Section 1009(a), prompting a transition off the exchange.

Instead of appealing, the board opted to move trading to the OTCQB market. OTC venues generally provide less visibility and may reduce liquidity and institutional participation, even though the company emphasizes lower fees and operational flexibility on the OTC Markets platform.

The press release also notes a recently secured $10 million revolving credit facility, which management says strengthens liquidity for working capital and growth initiatives. Overall, the move reflects ongoing balance‑sheet pressures linked to stockholders’ equity levels, while the credit facility provides incremental financial flexibility. The net impact is structurally adverse for the listing profile, with modest support from new financing.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Compliance plan period 18-month period Maximum stockholders’ equity compliance plan under NYSE American Company Guide
Delisting determination date June 11, 2026 NYSE American regulatory staff found company unsuitable for continued listing
Expected NYSE American suspension timing Week of June 15, 2026 Common stock suspension and transition to OTCQB
Revolving credit facility $10 million Secured facility to support growth initiatives and working capital
New trading venue OTCQB market Part of OTC Markets where PMNT expects to trade
NYSE American Company Guide regulatory
"minimum stockholders’ equity requirements of Section 1003(a)(ii) of the NYSE American Company Guide"
A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.
OTCQB market
"its common stock will commence trading on the OTCQB market, which is part of the broader OTC Markets"
OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.
OTC Markets market
"The OTC Markets provide a flexible and cost-effective platform for public companies."
Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.
revolving credit facility financial
"Our recently secured $10 million revolving credit facility strengthens our financial position"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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false 0001849221 0001849221 2026-06-11 2026-06-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 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 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

Perfect Moment Ltd. (the “Company”) reported on a Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on December 17, 2024, that the NYSE American notified the Company that it was not in compliance with the minimum stockholders’ equity requirements of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). On June 11, 2026, the Regulatory Staff of NYSE American determined that the Company had not regained compliance with the requirements of the Company Guide by the end of the maximum 18-month compliance plan period and that the Company is therefore no longer suitable for continued listing pursuant to Section 1009(a) of the Company Guide. Although the Company has the right to appeal the Staff’s determination, the Company’s board of directors has decided that it is in the best interests of the Company and its stockholders to transition to the OTC Markets.

 

The Company expects that its common stock will be suspended from trading on NYSE American during the week commencing June 15, 2026, and will have its common stock commence trading on the OTCQB of the OTC Markets immediately thereafter. The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

 

Item 7.01.Regulation FD Disclosure.

 

On June 12, 2026, the Company issued a press release regarding its common stock commencing trading on OTC Markets effective the week of June 15, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated June 12, 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: June 12, 2026 PERFECT MOMENT LTD.
   
  By: /s/ Jane Gottschalk
    Jane Gottschalk
    President

 

 

 

 

Exhibit 99.1

 

Perfect Moment Announces Move to OTC Markets

 

Perfect Moment’s common stock will be traded on the OTC Markets under the ticker symbol PMNT to align with the Company’s operating strategy and to provide critical investor access and trading

 

The move follows Perfect Moment’s decision not to engage in the NYSE American hearings appeal process

 

The Company will continue to evaluate the various market tiers available within the OTC Markets, as well as a possible return to a national exchange in the future

 

Perfect Moment Ltd. (NYSE:PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury lifestyle brand that fuses technical excellence with fashion-led designs, today announced that its common stock will commence trading on the OTCQB market, which is part of the broader OTC Markets (the “OTC Markets”), effective the week of June 15, 2026. The Company will continue to trade under the ticker symbol PMNT.

 

The OTC Markets provide a flexible and cost-effective platform for public companies. The Company believes it will be able to better allocate financial resources that would otherwise be spent on higher exchange fees. This will allow Perfect Moment the operational flexibility necessary to execute its overall business strategy, expanding its global footprint. The Company believes that the transition to the OTC Markets will save expenses and should allow for a continued orderly trading market for its common stock.

 

The Company will continue to evaluate the various market tiers available within OTC Markets, including the OTCQX, as well as a possible return to a national exchange in the future.

 

The Company reported on a Current Report on Form 8-K filed with the SEC on December 17, 2024, that the NYSE American notified the Company that it was not in compliance with the minimum stockholders’ equity requirements of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). On June 11, 2026, the Regulatory Staff of NYSE American determined that the Company had not regained compliance with the requirements of the Company Guide by the end of the maximum 18-month compliance plan period and that the Company is therefore no longer suitable for continued listing pursuant to Section 1009(a) of the Company Guide. Although the Company has the right to appeal the Staff’s determination, the Company’s Board of Directors has decided that it is in the best interests of the Company and its stockholders to transition to the OTC Markets.

 

The Company expects that its common stock will be suspended from trading on NYSE American during the week commencing June 15, 2026, and will have its common stock commence trading on the OTCQB of the OTC Markets immediately thereafter. The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

 

“Moving to the OTC Markets is a logical and financially prudent step for Perfect Moment,” said Max Gottschalk, Executive Chairman of Perfect Moment. “It allows us to significantly reduce our administrative burden, directly reinvesting those savings into accelerating our business strategy. We remain fully committed to our investors as we execute on our growth initiatives.”

 

Jane Gottschalk, Co-Founder, Creative Director and President of Perfect Moment, commented: “We remain confident in the strength of the Perfect Moment brand, the opportunities ahead of us, and our long-term growth strategy. Our recently secured $10 million revolving credit facility strengthens our financial position and provides us with the resources to pursue key growth initiatives, support working capital needs, and execute against our strategic priorities. We believe that trading on the OTC Markets will continue to provide our shareholders with an efficient and transparent marketplace while allowing management to remain focused on operational execution, international expansion, and long-term value creation for our shareholders.”

 

 

 

 

About Perfect Moment Ltd.

 

Founded in Chamonix, France, Perfect Moment is a luxury outerwear and activewear brand that merges alpine heritage with fashion-forward performance. Known for its technical excellence, bold design, and versatile pieces that transition seamlessly from slopes to city, the brand is worn by athletes, tastemakers, and celebrities worldwide. Perfect Moment is traded on the NYSE American under the ticker symbol PMNT. Learn more at www.perfectmoment.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those contained in the forward-looking statements, include those risks and uncertainties described more fully in the sections titled “Risk Factors” in our Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission. Any forward-looking statements contained in this press release are made as of this date and are based on information currently available to us. We undertake no duty to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260612426229/en/

 

Investor Relations Contact:

 

Gateway Group

Cody Slach, Greg Robles

949.574.3860

PMNT@gateway-grp.com

 

Press Contact:

 

press@perfectmoment.com

 

 

 

FAQ

Why is Perfect Moment Ltd. (PMNT) leaving the NYSE American exchange?

Perfect Moment is leaving NYSE American because regulatory staff determined it had not regained compliance with the exchange’s minimum stockholders’ equity requirements after an 18‑month plan period. Under Section 1009(a) of the NYSE American Company Guide, the company is no longer suitable for continued listing.

Where will Perfect Moment (PMNT) shares trade after NYSE American suspension?

Perfect Moment expects its common stock to begin trading on the OTCQB market, part of OTC Markets, under the same ticker PMNT. Trading on NYSE American is expected to be suspended during the week commencing June 15, 2026, with OTCQB trading commencing immediately afterward.

Did Perfect Moment choose to appeal the NYSE American delisting decision?

Although Perfect Moment had the right to appeal NYSE American’s determination, its board decided not to pursue the hearings appeal process. Instead, the board concluded that transitioning to the OTC Markets was in the best interests of the company and its stockholders, given its circumstances and strategic priorities.

Will Perfect Moment (PMNT) still file reports with the SEC after moving to OTCQB?

Yes. Perfect Moment states it will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934. That means investors can continue to access regular SEC filings, including annual and quarterly reports, even after the stock trades on the OTCQB market instead of NYSE American.

What financing did Perfect Moment recently secure to support its strategy?

Perfect Moment’s press release notes it has secured a $10 million revolving credit facility. Management says this facility strengthens the company’s financial position and provides resources to pursue growth initiatives, support working capital needs, and execute key strategic priorities alongside its move to OTC Markets.

How does Perfect Moment describe the benefits of moving to the OTC Markets?

The company says the OTC Markets platform is flexible and cost‑effective, allowing it to reduce exchange‑related expenses and administrative burden. Management believes the move will free resources to accelerate its business strategy while still providing an efficient and transparent marketplace for trading its common stock.

Filing Exhibits & Attachments

4 documents