8-K
Perfect Moment Ltd. (PMNT)
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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): June 11, 2026
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.) |
2445th 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. ☐
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
|---|
Perfect Moment Ltd. (the “Company”) reported on a Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on December 17, 2024, that the NYSE American notified the Company that it was not in compliance with the minimum stockholders’ equity requirements of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). On June 11, 2026, the Regulatory Staff of NYSE American determined that the Company had not regained compliance with the requirements of the Company Guide by the end of the maximum 18-month compliance plan period and that the Company is therefore no longer suitable for continued listing pursuant to Section 1009(a) of the Company Guide. Although the Company has the right to appeal the Staff’s determination, the Company’s board of directors has decided that it is in the best interests of the Company and its stockholders to transition to the OTC Markets.
The Company expects that its common stock will be suspended from trading on NYSE American during the week commencing June 15, 2026, and will have its common stock commence trading on the OTCQB of the OTC Markets immediately thereafter. The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On June 12, 2026, the Company issued a press release regarding its common stock commencing trading on OTC Markets effective the week of June 15, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Theinformation in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 ofthe Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act, exceptas expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated June 12, 2026 |
| 104 | Cover<br> 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:<br> June 12, 2026 | PERFECT MOMENT LTD. | |
|---|---|---|
| By: | /s/ Jane Gottschalk | |
| Jane<br> Gottschalk | ||
| President |
Exhibit99.1
PerfectMoment Announces Move to OTC Markets
PerfectMoment’s common stock will be traded on the OTC Markets under the ticker symbol PMNT to align with the Company’s operatingstrategy and to provide critical investor access and trading
Themove follows Perfect Moment’s decision not to engage in the NYSE American hearings appeal process
TheCompany will continue to evaluate the various market tiers available within the OTC Markets, as well as a possible return to a nationalexchange in the future
Perfect Moment Ltd. (NYSE:PMNT) (“Perfect Moment” or the “Company”), the high-performance, luxury lifestyle brand that fuses technical excellence with fashion-led designs, today announced that its common stock will commence trading on the OTCQB market, which is part of the broader OTC Markets (the “OTC Markets”), effective the week of June 15, 2026. The Company will continue to trade under the ticker symbol PMNT.
The OTC Markets provide a flexible and cost-effective platform for public companies. The Company believes it will be able to better allocate financial resources that would otherwise be spent on higher exchange fees. This will allow Perfect Moment the operational flexibility necessary to execute its overall business strategy, expanding its global footprint. The Company believes that the transition to the OTC Markets will save expenses and should allow for a continued orderly trading market for its common stock.
The Company will continue to evaluate the various market tiers available within OTC Markets, including the OTCQX, as well as a possible return to a national exchange in the future.
The Company reported on a Current Report on Form 8-K filed with the SEC on December 17, 2024, that the NYSE American notified the Company that it was not in compliance with the minimum stockholders’ equity requirements of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). On June 11, 2026, the Regulatory Staff of NYSE American determined that the Company had not regained compliance with the requirements of the Company Guide by the end of the maximum 18-month compliance plan period and that the Company is therefore no longer suitable for continued listing pursuant to Section 1009(a) of the Company Guide. Although the Company has the right to appeal the Staff’s determination, the Company’s Board of Directors has decided that it is in the best interests of the Company and its stockholders to transition to the OTC Markets.
The Company expects that its common stock will be suspended from trading on NYSE American during the week commencing June 15, 2026, and will have its common stock commence trading on the OTCQB of the OTC Markets immediately thereafter. The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
“Moving to the OTC Markets is a logical and financially prudent step for Perfect Moment,” said Max Gottschalk, Executive Chairman of Perfect Moment. “It allows us to significantly reduce our administrative burden, directly reinvesting those savings into accelerating our business strategy. We remain fully committed to our investors as we execute on our growth initiatives.”
Jane Gottschalk, Co-Founder, Creative Director and President of Perfect Moment, commented: “We remain confident in the strength of the Perfect Moment brand, the opportunities ahead of us, and our long-term growth strategy. Our recently secured $10 million revolving credit facility strengthens our financial position and provides us with the resources to pursue key growth initiatives, support working capital needs, and execute against our strategic priorities. We believe that trading on the OTC Markets will continue to provide our shareholders with an efficient and transparent marketplace while allowing management to remain focused on operational execution, international expansion, and long-term value creation for our shareholders.”
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.
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, 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260612426229/en/
Investor Relations Contact:
Gateway Group
Cody Slach, Greg Robles
949.574.3860
PMNT@gateway-grp.com
Press Contact:
press@perfectmoment.com