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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): November 13, 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 2.02. Results of Operations and Financial Condition.

 

On November 13, 2025, Perfect Moment Ltd. (the “Company”) issued a press release announcing financial results for its fiscal second quarter 2026 ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

 

The information included in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.

 

Item 7.01. Regulation FD Disclosure.

 

The information under Item 2.02, above, is incorporated herein by reference.

 

The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
99.1   Press Release, dated November 13, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PERFECT MOMENT LTD.
     
Date: November 13, 2025 By: /s/ Chath Weerasinghe
    Chath Weerasinghe
    Chief Financial Officer and Chief Operating Officer

 

 

 

 

Exhibit 99.1

 

Perfect Moment Reports Strong Fiscal Q2 2026 Results

 

Delivers strong revenue growth, significant gross margin expansion, and continued progress toward profitability, driven by disciplined cost management, a healthier channel mix, and growing global brand recognition - for the second consecutive quarter

 

LONDON – November 13, 2025 – Perfect Moment Ltd. (NYSE American: PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury lifestyle brand that fuses technical excellence with fashion-led designs, reported results for its fiscal second quarter 2026 ended September 30, 2025.

 

Fiscal Q2 2026 Financial Highlights

 

Revenue up 24% to $4.8 million compared to $3.8 million in Q2 FY25.
Gross margin improved to 60.1%, up from 54.0% in Q2 FY25.
Total operating expenses decreased 14% to $4.0 million compared to $4.6 million in Q2 FY25.
Operating loss improved by approximately $1.4 million to $1.1 million compared to $2.6 million in Q2 FY25.
Adjusted EBITDA loss improved by $1.2 million to $0.8 million compared to $2.0 million in Q2 FY25.

 

Management Commentary

 

“Our second quarter marks another step forward on our path to profitability through more efficient execution,” said Jane Gottschalk, Co-Founder, Creative Director and President of Perfect Moment. “We delivered strong top-line growth, expanded margins, and significantly improved operating performance – all while strengthening the global reach and desirability of the Perfect Moment brand. We are entering the key winter season with strong momentum, a disciplined balance sheet, and a sharper operating model designed for sustainable growth.”

 

Chath Weerasinghe, Chief Financial and Operating Officer of Perfect Moment, commented: “We’ve demonstrated clear operating leverage on higher revenues. Our over-600-basis point gross margin improvement, coupled with reduced overhead and the introduction of an agile supply chain model, reflects the success of our financial restructuring and cost realignment despite market headwinds. We are executing with discipline and continuing to invest in initiatives that strengthen long-term brand value and scalability.”

 

Recent Operational and Strategic Highlights

 

H&M x Perfect Moment Global Collaboration: Launching on December 2nd, 2025, this capsule brings Perfect Moment’s signature design and performance heritage to a global audience through H&M’s flagship stores and digital channels – a milestone that amplifies awareness and introduces the brand to millions of new customers.
Verbier Flagship Opening: On November 5th, 2025, Perfect Moment opened its new alpine flagship store in Verbier, Switzerland, offering the full brand universe across skiwear and lifestyle. The boutique anchors the brand’s presence in one of the world’s most iconic luxury ski destinations.

 

Marketing & Brand Highlights

 

Urban Slopes Capsule Collection: Launched the Urban Slopes Capsule Collection, marking a milestone for the Company that signals the brand’s evolution beyond its alpine roots into year-round, global lifestyle wear – a key component of its long-term strategy.
Formula 1 Partnership with BWT Alpine: The Company continues to activate its Formula 1 partnership with Alpine Racing, aligning with global events that celebrate high performance and style. The next activation will take place at the Abu Dhabi Grand Prix in December, with exclusive VIP experiences and co-branded initiatives.

 

 

 

 

Fiscal Q2 2026 Financial Summary

 

Total net revenue increased 24% to $4.8 million from $3.8 million in the year-ago quarter. The increase was driven by a stronger wholesale order book and improved operational execution, enabling more efficient fulfillment and shipping timing compared to the prior year.

 

eCommerce net revenue decreased 71% to $0.3 million compared to $1.2 million in the year-ago quarter. The decrease reflects the Company’s strategic shift away from discounted online sales as it transitions toward a full-price brand model. Historically, a meaningful portion of eCommerce revenue came from promotional activity. Despite lower revenue from this channel, total net revenue increased due to stronger performance across other channels.

 

Wholesale revenue increased 61% to $4.3 million compared to $2.7 million in the year-ago quarter.

 

Gross profit increased 38% to $2.9 million from $2.1 million in the year-ago quarter. Gross margins were 60.1% compared to 54.0% in the year-ago quarter. The increase primarily reflects favorable channel mix, which includes growth in higher-margin revenue streams, and the Company’s ongoing focus on disciplined pricing and supply chain reengineering.

 

Total operating expenses decreased 14% to $4.0 million from $4.6 million in the year-ago quarter. The decrease was driven by continued cost discipline and the timing of marketing initiatives more evenly phased throughout the year.

 

Operating loss improved by approximately $1.4 million to $1.1 million from $2.6 million in the year-ago quarter.

 

Net loss was $1.8 million, or $(0.06) per diluted share, compared to a net loss of $2.7 million, or $(0.17) per diluted share, in the year-ago quarter.

 

Adjusted EBITDA loss improved by $1.2 million to $0.8 million compared to $2.0 million in the year-ago quarter. The improvement in Adjusted EBITDA was primarily driven by the aforementioned increase in gross profit, reflecting higher revenue and gross margin expansion, largely from the addition of partnership revenue and improved channel and product mix, along with continued cost discipline.

 

The Company’s liquidity position at September 30, 2025, reflects a significant buildup in accounts receivable, which totaled $4.8 million compared to $0.9 million at March 31, 2025. This increase primarily reflects a timing difference in customer payments and is expected to be collected subsequent to quarter-end. Further shipments scheduled in Q3 are expected to convert existing inventory into cash, supporting overall liquidity in the coming period.

 

Winter 2025-2026 Outlook

 

Perfect Moment enters the peak winter season with strong commercial momentum, expanded distribution, and a robust financial foundation. Management expects continued revenue growth and improved operating leverage as new partnerships, retail locations, and product categories mature.

 

Jane Gottschalk, Co-Founder, Creative Director and President of Perfect Moment, added: “Our focus remains crystal clear – we are building a profitable, global luxury lifestyle brand, anchored in performance, creativity, and enduring quality. The groundwork we’ve laid this year sets the stage for scalable growth and long-term shareholder value creation.”

 

About Perfect Moment Ltd.

 

Founded in Chamonix, France, Perfect Moment is a luxury outerwear and activewear brand that merges alpine heritage with fashion-forward performance. Known for its technical excellence, bold design, and versatile pieces that transition seamlessly from slopes to city, the brand is worn by athletes, tastemakers, and celebrities worldwide. Perfect Moment is traded on the NYSE American under the ticker symbol PMNT. Learn more at www.perfectmoment.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ from those contained in the forward-looking statements, include those risks and uncertainties described more fully in the sections titled “Risk Factors” in our Form 10-K for the fiscal year ended March 31, 2025, and in the prospectus supplement for the offering, filed with the Securities and Exchange Commission. Any forward-looking statements contained in this press release are made as of this date and are based on information currently available to us. We undertake no duty to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

Contacts

 

Investor Relations Contact:

 

Gateway Group
Cody Slach, Greg Robles
949.574.3860
[email protected]

 

Press Contact:

 

[email protected]

 

 

 

 

PERFECT MOMENT LTD AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in thousands, except share and per share data)

(Unaudited)

 

  

Three months

ended

September 30, 2025

  

Three Months

Ended

September 30, 2024

  

Six Months

Ended

September 30, 2025

  

Six Months

Ended

September 30, 2024

 
                 
Revenues, net:  $4,763   $3,833   $6,235   $4,808 
Cost of sales   1,901    1,762    2,484    2,378 
Gross profit   2,862    2,071    3,751    2,430 
Operating expenses:                    
Selling, general and administrative expenses   3,637    3,923    7,052    7,223 
Marketing and advertising expenses   362    705    891    1,158 
Total operating expenses   3,999    4,628    7,943    8,381 
Loss from operations   (1,137)   (2,557)   (4,192)   (5,951)
Interest expense   (728)   (188)   (1,508)   (194)
Foreign currency transaction gain   25    1    41    13 
Total other expense, net   (703)   (187)   (1,467)   (181)
Net loss  $(1,840)  $(2,744)  $(5,659)  $(6,132)
Dividends on Series AA Convertible Preferred Stock   (161)   -    (320)   - 
Net loss attributable to common shareholders, basic and diluted  $(2,001)  $(2,744)  $(5,979)  $(6,132)
Basic and diluted loss per share attributable to common shareholders  $(0.06)  $(0.17)  $(0.23)  $(0.39)
Basic and diluted weighted-average number of shares outstanding   32,764,333    15,781,264    26,111,143    15,717,356 
Other comprehensive losses:                    
Net loss  $(1,840)  $(2,744)  $(5,659)  $(6,132)
Foreign currency translation gain (loss)   89    21    (44)   7 
Comprehensive loss  $(1,751)  $(2,723)  $(5,703)  $(6,125)

 

 

 

 

PERFECT MOMENT LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

 

   September 30, 2025   March 31, 2025 
   unaudited     
Assets          
Current assets:          
Cash and cash equivalents  $393   $6,159 
Restricted cash   -    1,350 
Accounts receivable, net   4,762    886 
Inventories, net   6,736    1,567 
Prepaid and other current assets   2,473    2,812 
Total current assets   14,364    12,774 
Long term assets:          
Operating lease right of use assets   31    44 
Property and equipment, net   451    483 
Other non-current assets   113    36 
Total assets  $14,959   $13,337 
Liabilities and Shareholders’ Equity          
Current liabilities:          
Trade payables  $4,245   $2,594 
Accrued expenses   3,028    4,233 
Trade finance facility   -    2,495 
Short-term borrowings, net   602    1,851 
Note payable - related party, current, net   3,283    - 
Operating lease obligations   30    44 
Deferred revenue   1,190    264 
Total current liabilities   12,378    11,481 
Long term liabilities:          
Note payable - related party, long-term, net   1,600    - 
Total liabilities   13,978    11,481 
Shareholders’ equity:          
Series AA convertible preferred stock, $0.0001 par value, 1,800,000 shares authorized; 924,921 shares issued and outstanding as of September 30, 2025 and March 31, 2025   -    - 
Common stock; $0.0001 par value; 100,000,000 shares authorized; 35,221,933 and 19,291,000 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively   3    2 
Additional paid-in capital   71,620    66,793 
Accumulated other comprehensive loss   (67)   (23)
Accumulated deficit   (70,575)   (64,916)
Total shareholders’ equity   981    1,856 
Total Liabilities and Shareholders’ Equity  $14,959   $13,337 

 

 

 

 

Use Of Non-GAAP Measures

 

In addition to our results under generally accepted accounted principles (“GAAP”), we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, financing costs and changes in fair value of derivative liability.

 

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations in that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

 

Adjusted EBITDA

 

   Three months ended September 30,   Six months ended September 30, 
   2025   2024   2025   2024 
                 
Net loss, as reported  $(1,840)  $(2,744)  $(5,659)  $(6,132)
                     
Adjustments:                    
Interest expense   728    188    1,508    194 
Stock compensation expense   112    342    246    712 
Amortization of stock-based marketing services   140    111    339    111 
Depreciation and amortization   68    106    199    217 
Total EBITDA adjustments   1,048    747    2,292    1,234 
Adjusted EBITDA  $(792)  $(1,997)  $(3,367)  $(4,898)

 

We present adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts, and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:

 

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the Adjusted EBITDA does not reflect any cash requirements for such replacements.