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): August 14, 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.) |
244
5th Ave Ste 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. ☐
Item2.02. Results of Operations and Financial Condition.
On August 14, 2025, Perfect Moment Ltd. (the “Company”) issued a press release announcing financial results for its fiscal first quarter 2026 ended June 30, 2025. 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 2.02 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.
Item7.01. Regulation FD Disclosure.
The information under Item 2.02, above, is incorporated herein by reference.
Theinformation reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall notbe deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall itbe deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporationlanguage in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description |
|---|---|
| 99.1 | Press Release, dated August 14, 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> August 14, 2025 | By: | /s/ Chath Weerasinghe |
| Chath<br> Weerasinghe | ||
| Chief<br>Financial Officer and Chief Operating Officer |
Exhibit 99.1
PerfectMoment Reports Strong Fiscal Q1 2026 Results
51%year-over-year revenue growth and record gross margin of 60.4%
Strongmargin expansion driven by new revenue streams, enhanced channel mix, and disciplined cost management
LONDON– August 14, 2025 – Perfect Moment Ltd. (NYSE American: PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury skiwear and lifestyle brand that fuses technical excellence with fashion-led designs, reported results for its fiscal first quarter 2026 ended June 30, 2025.
FinancialHighlights
| ● | Revenue<br> up 51% to $1.5 million compared to $974,000 in Q1 FY25. |
|---|---|
| ● | Gross<br> margin improved to a record 60.4%, up from 36.6% in Q1 FY25. |
| ● | Growth<br> driven by the successful launch of new revenue streams, including collaboration and partnership<br> revenues, alongside continued strength in ecommerce and wholesale channels. |
| ● | Adjusted<br> EBITDA loss improved to $2.6 million compared to a loss of $2.9 million in Q1 FY25. |
ManagementCommentary
“We are pleased to report another quarter of strong top-line growth and a substantial improvement in gross margin, reflecting the impact of our strategic initiatives to diversify revenue, elevate product mix, and optimize our supply chain,” said Jane Gottschalk, President and Principal Executive Officer of Perfect Moment. “The launch of our spring/summer capsule, expansion of our style count, and the introduction of partnership revenues have further strengthened our brand positioning and customer engagement globally.”
“Our record gross margin and 51% revenue growth reflect the successful execution of our growth and profitability strategy,” said Chath Weerasinghe, Chief Financial and Operating Officer of Perfect Moment. “We’re investing strategically in brand, infrastructure, and market expansion, while maintaining tight cost control — positioning Perfect Moment for sustained growth and profitability.”
OperationalHighlights
| ● | Expanded<br> annual style count from approximately 75 to over 200. |
|---|---|
| ● | Implemented<br> a tiered pricing architecture to enhance value perception and margins. |
| ● | Increased<br> presence to over 60 countries, supported by ecommerce, premium wholesale accounts, and select<br> retail and concession formats. |
| ● | Strategic<br> collaborations and partnerships contributed meaningfully to revenue and brand visibility. |
Marketing& Brand Highlights
| ● | Launched<br> the limited-edition PERFECT MOMENT x BWT Alpine Formula One Team capsule collection, the<br> first in a multi-year collaboration uniting motorsport energy with luxury performance wear,<br> supported by a global media campaign, exclusive pop-up experiences at select Grands Prix,<br> and a forthcoming ski capsule blending high-speed energy with high-altitude performance. |
|---|
SubsequentEvents
| ● | Opened<br> a new European distribution hub in the Netherlands, replacing former UK and Hong Kong warehouses<br> as part of a global logistics transformation designed to streamline operations, cut logistics<br> touchpoints by over 50%, accelerate delivery timelines and drive meaningful long-term cost<br> savings. |
|---|---|
| ● | The<br> Company received $3.4 million in funding from one of its principal stockholders to support<br> working capital needs. The Company is in the process of formalizing the related agreement,<br> which is expected to include an interest rate of 12.0% per annum and a maturity date of November<br> 8, 2025. |
FiscalQ1 2026 Financial Summary
Total net revenue increased 51% to $1.5 million from $974,000 in the same year-ago quarter. The increase was driven by the launch of new revenue streams, which includes collaboration and partnership revenues, as well as continued strength in ecommerce and wholesale channels. The first fiscal quarter has historically been the Company’s lowest quarter of the year due to seasonality, representing less than 5% of the Company’s annual net revenues.
eCommerce net revenue increased 6% to $978,000 compared to $922,000 in the year-ago quarter.
Wholesale revenue increased significantly to $153,000 compared to $52,000 in the year-ago quarter.
Gross profit increased 150% to $889,000 from $356,000 in the year-ago quarter and gross margins were 60.4% compared to 36.6% in the year-ago period. 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 increased 5% to $3.9 million from $3.8 million in the year-ago quarter. The increase was driven by higher marketing spend to support brand visibility and customer engagement initiatives, as well as modest SG&A growth reflecting strategic investments, professional fees, and higher personnel costs.
Net loss was $3.8 million, or $(0.21) per diluted share, compared to a net loss of $3.4 million, or $(0.22) per diluted share, in the year-ago period.
Adjusted EBITDA loss improved $331,000 to $2.6 million compared to $2.9 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 significant gross margin expansion, largely from the addition of partnership revenue and improved channel and product mix.
Cash, cash equivalents and restricted cash totaled $3.0 million at June 30, 2025, compared to $7.5 million at March 31, 2025. The decrease was primarily due to an increase in cash used in operating activities.
Forward-LookingStatements
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.
AboutPerfect 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.
Contacts
CompanyContact
Julie Robinson, Brand Director
Perfect Moment
Tel +44 7595178702
press@perfectmoment.com
InvestorContact
Gateway Group
Tel (949) 574-3860
PMNT@gateway-grp.com
PERFECTMOMENT LTD AND SUBSIDIARIES
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amountsin thousands, except share and per share data)
(Unaudited)
| Three months ended<br> <br>June 30, 2025 | Three months ended<br> <br>June 30, 2024 | |||||
|---|---|---|---|---|---|---|
| Revenue, net | $ | 1,472 | $ | 974 | ||
| Cost of sales | 583 | 618 | ||||
| Gross profit | 889 | 356 | ||||
| Operating expenses: | ||||||
| Selling, general and administrative expenses | 3,415 | 3,298 | ||||
| Marketing and advertising expenses | 529 | 453 | ||||
| Total operating expenses | 3,944 | 3,751 | ||||
| Loss from operations | (3,055 | ) | (3,395 | ) | ||
| Other income (expense), net | ||||||
| Interest expense | (779 | ) | (5 | ) | ||
| Foreign currency transactions (loss) gain | 15 | 12 | ||||
| Total other (expense) income, net | (764 | ) | 7 | |||
| Net loss | $ | (3,819 | ) | $ | (3,388 | ) |
| Dividends on Series AA Convertible Preferred Stock | (159 | ) | — | |||
| Net loss attributable to common shareholders, basic and diluted | $ | (3,978 | ) | $ | (3,388 | ) |
| Basic and diluted loss per share attributable to common stockholders | $ | (0.21 | ) | $ | (0.22 | ) |
| Basic and diluted weighted-average number of shares outstanding | 19,328,778 | 15,653,449 | ||||
| Other comprehensive losses: | ||||||
| Net loss | $ | (3,819 | ) | (3,388 | ) | |
| Foreign currency translation gain (loss) | (133 | ) | (14 | ) | ||
| Comprehensive loss | $ | (3,952 | ) | $ | (3,402 | ) |
PERFECTMOMENT LTD. AND SUBSIDIARIES
CONDENSEDCONSOLIDATED BALANCE SHEETS
(Amountsin thousands, except share and per share data)
| March 31, 2025 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 2,986 | $ | 6,159 | ||
| Restricted cash | — | 1,350 | |||
| Accounts receivable, net | 544 | 886 | |||
| Inventories, net | 1,387 | 1,567 | |||
| Prepaid and other current assets | 2,935 | 2,812 | |||
| Total current assets | 7,852 | 12,774 | |||
| Long term assets: | |||||
| Operating lease right of use assets | 44 | 44 | |||
| Property and equipment, net | 380 | 483 | |||
| Other non-current assets | 39 | 36 | |||
| Total assets | 8,315 | $ | 13,337 | ||
| Liabilities and Shareholders’ Equity | |||||
| Current liabilities: | |||||
| Trade payables | 2,322 | $ | 2,594 | ||
| Accrued expenses | 2,461 | 4,233 | |||
| Trade finance facility | — | 2,495 | |||
| Short-term borrowings, net | 1,694 | 1,851 | |||
| Operating lease liabilities, current | 36 | 44 | |||
| Deferred revenue | 807 | 264 | |||
| Total current liabilities | 7,320 | 11,481 | |||
| Long term liabilities: | |||||
| Operating lease obligations, long-term portion | 8 | — | |||
| Total liabilities | 7,328 | 11,481 | |||
| Stockholders’ equity: | |||||
| Series AA convertible preferred stock, 0.0001 par value, 1,800,000 shares authorized; 924,921 shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively | - | - | |||
| Common stock; 0.0001 par value; 100,000,000 shares authorized; 31,083,694 and 19,291,000 shares issued and outstanding as of June 30, 2025 and March 31, 2025, respectively | 3 | 2 | |||
| Additional paid-in capital | 69,875 | 66,793 | |||
| Accumulated other comprehensive loss | (156 | ) | (23 | ) | |
| Accumulated deficit | (68,735 | ) | (64,916 | ) | |
| Total shareholders’ equity | 987 | 1,856 | |||
| Total Liabilities and Shareholders’ Equity | 8,315 | $ | 13,337 |
All values are in US Dollars.
UseOf 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.
AdjustedEBITDA
| Three months ended<br> <br>June 30, 2025 | Three months ended<br> <br>June 30, 2024 | |||||
|---|---|---|---|---|---|---|
| Net loss, as reported | $ | (3,819 | ) | $ | (3,388 | ) |
| Adjustments: | ||||||
| Interest expense | 779 | 5 | ||||
| Stock compensation expense | 134 | 370 | ||||
| Amortization of stock-based services | 199 | — | ||||
| Depreciation and amortization | 131 | 106 | ||||
| Adjusted EBITDA | $ | (2,576 | ) | $ | (2,907 | ) |
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<br> EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures<br> or contractual commitments; |
|---|---|
| ● | Adjusted<br> EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
| ● | Adjusted<br> EBITDA does not reflect future interest expense, or the cash requirements necessary to service<br> interest or principal payments, on our debts; and |
| ● | Although<br> depreciation and amortization are non-cash charges, the assets being depreciated and amortized<br> will often have to be replaced in the future, and the Adjusted EBITDA does not reflect any<br> cash requirements for such replacements. |