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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): October 7, 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
October 7, 2025, Perfect Moment Ltd. (the “Company”) entered into an equity purchase agreement (the “Equity Purchase
Agreement”) with an investor (the “Investor”) pursuant to which the Company may sell and issue to the Investor, and
the Investor may purchase from the Company, up to $25,000,000 of Common Stock (the “Put Shares”). Under the Equity Purchase
Agreement, the Company has the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a put notice
from time to time, to purchase Put Shares (i) in a minimum amount not less than $5,000.00 and (ii) in a maximum amount up to the lesser
of (a) $500,000.00 or (b) 20% of the Average Daily Trading Value (as defined in the Equity Purchase Agreement), on the terms and conditions
set forth in the Equity Purchase Agreement. The approval of the Company’s stockholders and a second approval of the Company’s
Board of Directors is required to effectuate the transactions contemplated by the Equity Purchase Agreement. The number of Put Shares
to be purchased by the Investor is subject to a beneficial ownership limitation of 4.99%. Upon receipt of such approvals and the
effectiveness of the Equity Purchase Agreement, the Company will issue the Investor a number of shares of Common Stock (the “Commitment
Shares”) that is determined by dividing 187,000 by the lesser of (i) the closing price of the Common Stock on the Trading Day (as
defined in the Equity Purchase Agreement) immediately preceding the date of the second Board approval, or (ii) average of the five (5)
closing prices of the Common Stock during the five (5) Trading Days immediately preceding the date of the second Board approval.
Pursuant
to the Equity Purchase Agreement, the Company entered into a registration rights agreement (the “ELOC RRA”) with the Investor
to provide certain registration rights under the Securities Act and the rules and regulations thereunder, or any similar successor statute,
and applicable state securities laws. Subject to the receipt of the stockholder and Board approvals described above, the Company agreed
to file a registration statement with the Securities and Exchange Commission covering the maximum number of Registrable Securities (as
defined in the ELOC RRA) within forty-five (45) calendar days from the date of the Company’s second Board approval.
The
Equity Purchase Agreement and the ELOC RRA contain customary representations, warranties, conditions and indemnification obligations
of the parties. Pursuant to the terms of the Equity Purchase Agreement, the Company agreed that it will not without the prior written
consent of the Investor, enter into an “Equity Line of Credit” or a “Variable Rate Transaction,” as such terms
are defined in the Equity Purchase Agreement.
The
foregoing descriptions of the Equity Purchase Agreement and the ELOC RRA do not purport to be complete and are qualified in their entirety
by the terms and conditions of the Equity Purchase Agreement and the ELOC RRA, respectively filed as Exhibit 10.1 and Exhibit 10.2 hereto
and incorporated by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
securities described above have not been registered under the Securities Act or the securities laws of any state, and were offered and
sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof.
Item
9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Equity Purchase Agreement, dated October 7, 2025 between the Company and the Investor |
| 10.2 |
|
Registration Rights Agreement, dated October 7, 2025, between the Company and the Investor |
| 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:
October 10, 2025 |
PERFECT
MOMENT LTD. |
| |
|
|
| |
By: |
/s/
Jane Gottschalk |
| |
|
Jane
Gottschalk |
| |
|
President |
