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Perfect Moment (PMNT) director-related entities convert preferred into common stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Perfect Moment Ltd. insider filing details a large preferred-to-common share conversion by entities associated with director and 10% owner Max Gottschalk. On January 15, 2026, 344,797 shares of 12% Series AA Preferred Stock held by Joachim Gottschalk & Associates Ltd. automatically converted into 4,271,486 shares of common stock at no additional cash consideration. Following this, that entity held 6,335,933 common shares indirectly. The filing also reports 774,722 common shares held directly, 3,479,491 common shares held through Fermain Limited, and 566,600 common shares held by Max Gottschalk’s spouse. The footnotes state that ownership through these entities is subject to trust and sharing arrangements and that Gottschalk disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

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Insider Gottschalk Max
Role Director, 10% Owner
Type Security Shares Price Value
Other Series AA Preferred Stock 344,797 $0.00 --
Other Common Stock 4,271,486 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Series AA Preferred Stock — 0 shares (Indirect, By Joachim Gottschalk & Associates Ltd.); Common Stock — 6,335,933 shares (Indirect, By Joachim Gottshcalk & Associates Ltd.); Common Stock — 774,722 shares (Direct)
Footnotes (1)
  1. Conversion of shares of preferred stock of Issuer held by Joachim Gottschalk and Associates, which was automatically convertible into shares of common stock of Issuer pursuant to the provisions of the Certificate of Designation of the 12% Series AA Convertible Preferred Stock, as amended. The Gottschalk Family Trust is the 100% owner of Joachim Gottschalk & Associates Ltd. and Credit Suisse Trust Limited is the Trustee of the Gottschalk Family Trust. Credit Suisse Trust Limited takes direction from the Reporting Person's Spouse, as a beneficiary of the Gottschalk Family Trust. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Shares acquired pursuant to the automatic conversion of 12% Series AA Convertible Preferred Stock. See also footnotes 1 and 4. The 12% Series AA Convertible Preferred Stock automatically converted into common stock at the original purchase price of the Series AA Preferred Stock divided by $0.46822 for a conversion rate of $12.388 per share. Fermain Limited ("Fermain") is controlled by Reporting Person and his spouse, Jane Gottschalk, who share voting and dispositive control over Fermain's shares with no single person controlling investment or voting decisions with respect to such shares. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. Inclusion of shares owned by Fermain shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.. Shares owned by Reporting Person's spouse Jane Gottschalk. Reporting Person and his spouse each share voting and dispositive control over the shares of common stock beneficially owned by the other.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gottschalk Max
(Last) (First) (Middle)
244 5TH AVENUE
SUITE 1219
(Street)
NEW YORK NY 10001
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Perfect Moment Ltd. [ PMNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series AA Preferred Stock 01/15/2026 J(1) 344,797 D $0 0 I By Joachim Gottschalk & Associates Ltd.(2)
Common Stock 01/15/2026 J(3) 4,271,486 A $0(4) 6,335,933 I By Joachim Gottshcalk & Associates Ltd.(2)
Common Stock 774,722 D
Common Stock 3,479,491 I By Fermain Limited.(5)
Common Stock 566,600 I By Reporting Person's Spouse.(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Conversion of shares of preferred stock of Issuer held by Joachim Gottschalk and Associates, which was automatically convertible into shares of common stock of Issuer pursuant to the provisions of the Certificate of Designation of the 12% Series AA Convertible Preferred Stock, as amended.
2. The Gottschalk Family Trust is the 100% owner of Joachim Gottschalk & Associates Ltd. and Credit Suisse Trust Limited is the Trustee of the Gottschalk Family Trust. Credit Suisse Trust Limited takes direction from the Reporting Person's Spouse, as a beneficiary of the Gottschalk Family Trust. The Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3. Shares acquired pursuant to the automatic conversion of 12% Series AA Convertible Preferred Stock. See also footnotes 1 and 4.
4. The 12% Series AA Convertible Preferred Stock automatically converted into common stock at the original purchase price of the Series AA Preferred Stock divided by $0.46822 for a conversion rate of $12.388 per share.
5. Fermain Limited ("Fermain") is controlled by Reporting Person and his spouse, Jane Gottschalk, who share voting and dispositive control over Fermain's shares with no single person controlling investment or voting decisions with respect to such shares. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. Inclusion of shares owned by Fermain shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended..
6. Shares owned by Reporting Person's spouse Jane Gottschalk. Reporting Person and his spouse each share voting and dispositive control over the shares of common stock beneficially owned by the other.
Remarks:
/s/ Max Gottschalk 01/20/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did PMNT report for Max Gottschalk on January 15, 2026?

The filing reports that 344,797 shares of 12% Series AA Preferred Stock held by Joachim Gottschalk & Associates Ltd. automatically converted into 4,271,486 shares of Perfect Moment Ltd. common stock on January 15, 2026, with no additional cash paid per share.

How many Perfect Moment (PMNT) shares does Joachim Gottschalk & Associates Ltd. hold after the conversion?

After the reported conversion, Joachim Gottschalk & Associates Ltd. held 6,335,933 shares of Perfect Moment common stock indirectly, according to the Form 4.

What is the conversion rate for Perfect Moment’s 12% Series AA Preferred Stock mentioned in the filing?

The 12% Series AA Convertible Preferred Stock automatically converted into common stock at the original purchase price of the preferred divided by $0.46822, for a stated conversion rate of $12.388 per share, as disclosed in the footnotes.

How are the trust and control arrangements around PMNT shares described in the Form 4?

The footnotes state that the Gottschalk Family Trust owns 100% of Joachim Gottschalk & Associates Ltd., with Credit Suisse Trust Limited as trustee taking direction from the reporting person’s spouse. They also note that Fermain Limited is controlled jointly by the reporting person and spouse, and that Max Gottschalk disclaims beneficial ownership of these shares except for any pecuniary interest.

What is Max Gottschalk’s relationship to Perfect Moment Ltd. as reported in this filing?

The Form 4 identifies Max Gottschalk as both a Director and a 10% Owner of Perfect Moment Ltd.