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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): August 27, 2025
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.
On
August 27, 2025, Perfect Moment Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
with X3 Higher Moment Fund LLC (the “Investor”) to issue and sell (i) 3,172,858 shares (the “Shares”) of common
stock, $0.0001 par value per share of the Company (the “Common Stock”) and (ii) a warrant (the “Warrant”) to
purchase up to 3,204,908 shares of Common Stock (collectively, the “Securities”). The per share purchase price of the Shares
and the Warrant exercise price are each $0.46822, which represents the average closing price of the Common Stock as reported on the NYSE
American for the five trading days immediately preceding the signing of the Agreement. The Securities were sold for an aggregate of $1,485,595.
The Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations
of the parties. The Securities 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.
In
connection therewith, the Company and the Investor entered into a Registration Rights Agreement further to which the Company agreed to
register the Shares and shares of Common Stock underlying the Warrant.
The
foregoing descriptions of the Agreement, Registration Rights Agreement and Warrant do not purport to be complete and are qualified in
their entirety by reference to the full text of the Agreement, Registration Rights Agreement, and form of Warrant filed as Exhibit 10.1,
Exhibit 10.2 and Exhibit 4.1, respectively, hereto and incorporated by reference herein.
Item 3.02.
Unregistered Sales of Equity Securities.
The
disclosure regarding the Shares issued to the Investor pursuant to the Agreement as set forth under Item 1.01 of this report is incorporated
by reference under this Item 3.02.
Item
7.01 Regulation FD Disclosure
On
August 27, 2025, the Company issued a press release announcing the sale of securities referenced in Item 1.01 above and certain loans
made by the Company’s Chairman of the Board to the Company as previously disclosed in a prior filing on Form 8-K. A copy of this
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item
9.01 Financial Statements and Exhibits
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Securities Purchase Agreement dated August 27, 2025 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC |
| 10.2 |
|
Registration Rights Agreement dated August 27, 2025 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC |
| 99.1 |
|
Press release dated August 27, 2025 |
| 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:
August 27, 2025 |
PERFECT
MOMENT LTD. |
| |
|
| |
By: |
/s/
Jane Gottschalk |
| |
|
Jane
Gottschalk |
| |
|
President |
