Perfect Moment Ltd. 8-K

What Happened
Perfect Moment Ltd. announced amendments to a previously issued warrant and the issuance of an additional warrant to X3 Higher Moment Fund LLC. On August 27, 2025 the company entered a Securities Purchase Agreement with X3 that issued 3,172,858 shares of common stock and Warrant 1 to purchase up to 3,204,908 shares (securities sold under Section 4(a)(2), unregistered). At the company’s Annual Meeting on January 14, 2026, stockholders approved the actions needed to permit the expanded ownership arrangements described below. The company filed the amended and restated Warrant 1 (Exhibit 4.1) and Warrant 2 (Exhibit 4.2) with the 8-K.

Key Details

• Original issuance (Aug 27, 2025): 3,172,858 common shares and Warrant 1 to buy up to 3,204,908 shares (issued under Section 4(a)(2)).
• Beneficial ownership limits: Warrant 1 originally included a 9.99% beneficial ownership cap; X3 could increase or decrease that cap (with notice) up to a 19.99% exchange cap. Stockholder approval was obtained on Jan 14, 2026.
• Amended Warrant 1 rights: Adds preemptive (pro rata) participation rights in future financings (subject to exclusions), a right to match financing proposals while X3 holds at least 4.99% of outstanding common stock, and weighted-average anti-dilution protection (with customary carve-outs).
• Warrant 2: Issued to X3 to permit additional potential ownership such that X3’s total potential share position can reach up to 19.99% (structured as the difference between 19.99% of post-conversion common shares related to the Series AA preferred conversion and the Securities).
• Filings: Amended Warrant 1 and Warrant 2 are included as Exhibits 4.1 and 4.2 to the 8-K; a Certificate of Amendment for the Series AA Convertible Preferred is also filed.

Why It Matters
These changes increase X3’s potential ownership and give X3 enhanced rights to participate in or match future financings, which could affect the company’s capital-raising flexibility and the dilution profile for other shareholders. The weighted-average anti-dilution protection limits how future issuances will reduce X3’s exercise price, and the unregistered nature of the original securities confirms these were private placements. Investors should note the expansion toward a possible 19.99% stake and the added investor protections that could influence future financing terms and ownership dilution.