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~~October 277, 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~~October 277, 2025, Perfect Moment Ltd. (the “Company”) entered into aan ~~Securities~~equity ~~Purchase~~purchase ~~Agreement~~agreement (the “Equity Purchase Agreement”) with X3an ~~Higher~~investor ~~Moment Fund LLC~~ (the “Investor”) pursuant to which the Company may sell and issue to the Investor, and the ~~sell~~Investor ~~(i)~~may 3purchase from the Company,~~172~~ up to $25,~~858~~000,000 ~~shares~~of Common Stock (the “Put Shares”). ofUnder ~~common~~the Equity Purchase ~~stock~~Agreement, ~~$0.0001~~the ~~par~~Company ~~value~~has ~~per~~the ~~share~~right, ofbut not the ~~Company~~obligation, ~~(the~~to ~~“Common~~direct ~~Stock”)~~the ~~and~~Investor, ~~(ii)~~by aits ~~warrant~~delivery (to the ~~“Warrant”)~~Investor toof a put notice ~~purchase~~from uptime to 3time,~~204,908~~ ~~shares~~to ofpurchase ~~Common~~Put ~~Stock~~Shares (~~collectively~~i) in a minimum amount not less than $5,000.00 ~~the~~and ~~“Securities”~~(ii). ~~The~~in ~~per~~a ~~share~~maximum ~~purchase~~amount ~~price~~up ofto the ~~Shares~~lesser ~~and~~of (a) $500,000.00 or (b) 20% of the ~~Warrant~~Average ~~exercise~~Daily ~~price~~Trading ~~are~~Value ~~each~~(as ~~$0.46822~~defined in the Equity Purchase Agreement), ~~which~~on ~~represents~~the terms and conditions set forth in the ~~average~~Equity ~~closing~~Purchase ~~price~~Agreement. The approval of the ~~Common~~Company’s ~~Stock~~stockholders asand ~~reported~~a onsecond approval of the ~~NYSE~~Company’s ~~American~~Board ~~for~~of ~~the~~Directors ~~five~~is ~~trading~~required ~~days~~to ~~immediately~~effectuate ~~preceding~~ the ~~signing~~transactions ofcontemplated by the Equity Purchase Agreement. The ~~Securities~~number ~~were~~of ~~sold~~Put ~~for~~Shares to anbe ~~aggregate~~purchased by the Investor is subject to a beneficial ownership limitation of ~~$1,485,595~~4. ~~The~~99%. ~~Agreement~~Upon ~~contains~~receipt ~~customary~~of ~~representations,~~such ~~warranties~~approvals and ~~agreements~~the effectiveness of the ~~Company~~Equity Purchase Agreement, ~~customary~~the ~~conditions~~Company towill ~~closing~~issue ~~and~~the ~~obligations~~ Investor a number of shares of Common Stock (the ~~parties.~~“Commitment Shares”) ~~The~~that ~~Securities~~is ~~were~~determined ~~issued~~by ~~pursuant~~dividing to187,000 anby ~~exemption~~the ~~from~~lesser of (i) the ~~registration~~closing ~~requirements~~price of the ~~Securities~~Common ~~Act~~Stock ofon ~~1933, as~~the ~~amended~~Trading Day (as defined in the ~~“Securities~~Equity ~~Act”~~Purchase Agreement) ~~provided~~immediately inpreceding ~~Section~~the 4date of the second Board approval, or (aii) average of the five (25) closing prices of the ~~Securities~~Common ~~Act~~Stock during the five (5) Trading Days immediately preceding the date of the second Board approval.

InPursuant ~~connection~~to ~~therewith~~the Equity Purchase Agreement, the Company ~~and~~entered into a registration rights agreement (the “ELOC RRA”) with the Investor to ~~entered~~provide ~~into~~certain aregistration ~~Registration~~rights ~~Rights~~under ~~Agreement~~the ~~further~~Securities Act and the rules and regulations thereunder, or any similar successor statute, and applicable state securities laws. Subject to ~~which~~the receipt of the stockholder and Board approvals described above, the Company agreed to ~~register~~to file a registration statement with the ~~Shares~~Securities and ~~shares~~Exchange Commission covering the maximum number of ~~Common~~Registrable ~~Stock~~Securities ~~underlying~~(as defined in the ~~Warrant~~ELOC RRA) within forty-five (45) calendar days from the date of the Company’s second Board approval.

The ~~foregoing~~Equity ~~descriptions~~Purchase ofAgreement and the ~~Agreement,~~ELOC ~~Registration~~RRA ~~Rights~~contain ~~Agreement~~customary representations, warranties, conditions and ~~Warrant~~indemnification doobligations of ~~not~~the ~~purport~~parties. Pursuant to bethe ~~complete~~terms ~~and~~of ~~are~~the ~~qualified~~Equity ~~in their~~Purchase ~~entirety~~Agreement, bythe ~~reference~~Company toagreed that it will not without the ~~full~~prior ~~text~~written consent of the ~~Agreement~~Investor, ~~Registration~~enter ~~Rights~~into ~~Agreement,~~an ~~and~~“Equity ~~form~~Line of ~~Warrant~~Credit” ~~filed~~or asa ~~Exhibit~~“Variable ~~10.1~~Rate Transaction, ~~Exhibit~~” ~~10.2~~as ~~and~~such ~~Exhibit~~terms are ~~4.1,~~defined ~~respectively,~~in ~~hereto~~the ~~and~~Equity ~~incorporated~~Purchase ~~by reference herein~~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 ~~disclosure~~information ~~regarding the Shares issued to the Investor pursuant to the Agreement as~~ set forth ~~under~~in Item 1.01 of this ~~report~~Current isReport ~~incorporated by~~on ~~reference~~Form ~~under~~8-K ~~this~~is ~~Item~~incorporated 3herein by reference.~~02.~~

~~Item~~The ~~7.01~~securities ~~Regulation~~described FDabove ~~Disclosure~~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.

~~On August 27, 2025, the Company issued a press release announcing the sale of securities referenced in~~ Item 1 9.01 ~~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~~. AFinancial ~~copy~~Statements ofand ~~this press release is furnished as Exhibit 99~~Exhibits.~~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”~~d)~~, 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.~~Exhibits

Item 9.01 Financial Statements and 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)

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.
Date: October 10, 2025	PERFECT MOMENT LTD.
	By:	/s/ Jane Gottschalk
		Jane Gottschalk
		President

Filing Compare · Perfect Moment Ltd.