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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 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. |
| 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