8-K
Perfect Moment Ltd. (PMNT)
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): March 4, 2025
PERFECT
MOMENT LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41930 | 86-1437114 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
2445^th^ AveSte 1219
NewYork, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | PMNT | NYSE<br> 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously disclosed, on December 11, 2024, Perfect Moment Ltd. (the “Company”) received a notification (“Letter”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’ equity requirements of Sections 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) requiring stockholders’ equity of $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years. As of September 30, 2024, the Company had stockholders’ equity of $2.7 million and has had losses in its three most recent fiscal years ended March 31, 2024.
On March 4, 2025, the Company received a notification (the “Notification”) from the NYSE American stating that the Company is not in compliance with the $2 million stockholders’ equity requirement of Section 1003(a)(i) of the Company Guide. In its Quarterly Report on Form 10-Q for the period ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2025, the Company reported stockholders’ equity of $907,000 and losses from continuing operations and/or net losses in three out of its four most recent fiscal years ended March 31, 2024.
Pursuant to the Letter, the Company was required to submit a plan to the NYSE American by January 10, 2025 advising of actions it has taken or will take to regain compliance with the continued listing standards by June 11, 2026. The Company submitted its plan on January 10, 2025 (the “Plan”).
On March 4, 2025, the NYSE American notified the Company that it had reviewed the Plan and determined to accept the Plan and grant a plan period through June 11, 2026 (the “Plan Period”). NYSE Regulation Staff will review the Company periodically for compliance with the initiatives outlined in the Plan. The Notification stated that if the Company is not in compliance with the continued listing standards by June 11, 2026, or if the Company does not make progress consistent with the Plan during the Plan Period, NYSE Regulation staff will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Notification has no immediate effect on the listing or trading of the Company’s common stock on the NYSE American. The Company will also continue to be included in the list of NYSE American noncompliant issuers, and the below compliance (“.BC”) indicator will continue to be disseminated with the Company’s ticker symbol. The Company’s receipt of the Notification from the NYSE American does not affect the Company’s business, operations or reporting requirements with the SEC.
Item 7.01 Regulation FD Disclosure.
On March 10, 2025, the Company issued a press release announcing that it received notice of acceptance from the NYSE American of the Plan. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Theinformation included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” forpurposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to theliabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings underthe Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated March 10, 2025 |
| 104 | Cover<br> 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:<br> March 10, 2025 | By: | /s/ Chath Weerasinghe |
| Chath<br> Weerasinghe | ||
| Chief<br> Financial Officer and Chief Operating Officer |
Exhibit99.1
PerfectMoment Plan to Regain Compliance with Continued Listing Standards Accepted by NYSE American
LONDON–March 10, 2025–Perfect Moment Ltd. (NYSE American: PMNT), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, has received notice of acceptance from the NYSE American of the company’s plan to regain compliance with the exchange’s continued listing requirements. The plan details the company’s strategy to regain compliance with continued listing standards for stockholders’ equity by June 11, 2026.
The exchange notified Perfect Moment on December 11, 2024, and on March 4, 2025, regarding the company’s stockholders’ equity which currently stands below the required threshold due to reported losses in recent fiscal years. These notifications and the subsequent acceptance of the company’s plan to regain compliance does not impact Perfect Moment’s current trading status, daily operations or SEC reporting.
“Acceptance of our compliance plan by NYSE American provides us a clear pathway to regaining compliance,” stated Perfect Moment president and chief creative officer, Jane Gottschalk. “We are actively pursuing a number of strategic initiatives aimed at strengthening our financial position and delivering greater value to our shareholders.”
These initiatives include the company’s expansion into the larger and faster-growing luxury outerwear market, broadening its brand appeal from the slope to the city and extending its traditional fall/winter selling season throughout the year.
The company recently announced the strengthening of its production and management team with key hires from Canada Goose to support its growth and market expansion.
Chath Weerasinghe, the company’s new CFO and COO who recently joined from Canada Goose, commented: “We continue to make significant progress across our margin expansion projects, which has included the opening of our first U.S. distribution center. This new center has enabled us to improve our operating efficiency and customer experience while lowering duty cost and outbound and return shipping cost for the U.S. market.”
As a result of these lower costs, the company reported a gross margin improvement of 273 basis points for the fiscal third quarter.
AboutPerfect Moment
The Perfect Moment brand was born in 1984 in the mountains of Chamonix, France. The Perfect Moment brand was relaunched by Max and Jane Gottschalk in 2012 and was acquired by the company in 2017 and 2018. Perfect Moment is a high-performance luxury skiwear and lifestyle brand. It blends technical excellence with fashion-forward designs, creating pieces that effortlessly transition from the slopes to the city, the beach, and beyond.
Initially the vision of extreme sports filmmaker and professional skier Thierry Donard, the brand was built on a sense of adventure that has sustained for over 20 years. Donard, fueled by his personal experiences, was driven by a desire to create pieces that offered quality, style and performance, pushing the wearer in the pursuit of every athlete’s dream: to experience ‘The Perfect Moment.’
In 2012, British-Swiss entrepreneurial couple Jane and Max Gottschalk took ownership of the brand. Under Jane’s creative direction Perfect Moment was injected with a new style focus, one that reignited the spirit of the heritage brand, along with a commitment to improving fit, performance and the use of best-in-class functional materials. As such, the designs evolved into distinct statement pieces synonymous with the brand as we know it today.
Today, the brand is available globally, online and at major retailers, including MyTheresa, Net-a-Porter, Harrods, Selfridges, Saks, Bergdorf Goodman and Neiman Marcus.
Perfect Moments’ global luxury ski apparel market is expected to reach $1.7 billion in 2024 and grow at a compound annual growth rate (CAGR) of 6.2% through 2032, according to Business Research Insights. Its expanding market for luxury outerwear is expected to reach $17.9 billion in 2024 and grow at a 6.7% CAGR through 2033, reports Business Research Insights.
Learn more at www.perfectmoment.com.
ImportantCautions Regarding 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 section titled “Risk Factors” in the final prospectus for our initial public offering and in our Form 10-K for the fiscal year ended March 31, 2024, 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
CompanyContact
Julie Robinson, Brand Director
Perfect Moment
Tel +44 7595178702
Email contact
InvestorContact
Ronald Both or Grant Stude
CMA Investor Relations
Tel (949) 432-7566
Email contact