Perfect Moment sells $1,485,595 of securities

Perfect Moment Ltd. entered into a Securities Purchase Agreement with X3 Higher Moment Fund LLC on August 27, 2025 to raise new capital through a private placement.

Rhea-AI Filing Summary

Perfect Moment Ltd. entered into a Securities Purchase Agreement with X3 Higher Moment Fund LLC on August 27, 2025 to raise new capital through a private placement. The company agreed to sell 3,172,858 shares of common stock and issue a warrant to purchase up to 3,204,908 additional common shares. Both the share purchase price and the warrant exercise price are $0.46822, matching the average closing price over the five trading days before signing. The securities were sold for an aggregate of $1,485,595, providing cash to the company without immediate public registration. The issuance relied on a private offering exemption under Section 4(a)(2) of the Securities Act, and the company entered into a Registration Rights Agreement to later register the shares and the warrant shares.

Insights

Equity capital markets analyst

Perfect Moment raises $1,485,595 via a discounted-risk private stock and warrant deal.

Perfect Moment Ltd. arranged a private financing with X3 Higher Moment Fund LLC, issuing 3,172,858 common shares and a warrant for up to 3,204,908 additional shares. The per share purchase price and warrant exercise price of $0.46822 were set using the five-day average closing price, tying the terms directly to recent trading levels rather than a deep discount.

The transaction brings in $1,485,595 of cash to the company in the near term, with potential additional proceeds if the warrant is exercised in the future. Because the deal includes a warrant roughly equal to the common issued, it introduces meaningful potential dilution, though the actual impact depends on whether and when the investor exercises the warrant.

The parties also signed a Registration Rights Agreement, under which the company will register both the 3,172,858 shares and the warrant shares for resale. Once effective, this could increase tradable supply, but the timing and scale of any sales will depend on investor decisions and future market conditions.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did Perfect Moment Ltd. (PMNT) disclose in this 8-K?

Perfect Moment Ltd. disclosed a private financing with X3 Higher Moment Fund LLC, issuing 3,172,858 common shares and a warrant to purchase up to 3,204,908 common shares for total proceeds of $1,485,595.

How many shares and warrants did Perfect Moment Ltd. issue to X3 Higher Moment Fund LLC?

The company agreed to sell 3,172,858 shares of common stock and issue a warrant to purchase up to 3,204,908 shares of common stock to X3 Higher Moment Fund LLC.

What is the purchase and exercise price in Perfect Moment Ltd.’s new financing?

Both the per share purchase price for the common stock and the warrant exercise price are $0.46822, based on the average closing price over the five trading days before the agreement was signed.

How much cash does Perfect Moment Ltd. receive from this private placement?

The securities were sold for an aggregate amount of $1,485,595, providing that cash to Perfect Moment Ltd. from the private placement.

Was this Perfect Moment Ltd. offering registered with the SEC?

No. The securities were issued under an exemption from registration provided by Section 4(a)(2) of the Securities Act, with a separate Registration Rights Agreement obligating the company to later register the shares and warrant shares.

What is the purpose of the Registration Rights Agreement for Perfect Moment Ltd. (PMNT)?

Under the Registration Rights Agreement, Perfect Moment Ltd. agreed to register the 3,172,858 shares and the common shares underlying the warrant, allowing the investor to resell them publicly after registration becomes effective.

What else did Perfect Moment Ltd. mention regarding its chairman in this filing?

The company noted that a press release, furnished as Exhibit 99.1, discusses the securities sale and certain loans made by the company’s Chairman of the Board, which had been disclosed in a prior filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/27/2025 - 03:23 PM Learn about SEC filing dates

false 0001849221 0001849221 2025-08-27 2025-08-27 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): 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