UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 27, 2025, Perfect Moment Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with X3 Higher Moment Fund LLC (the “Investor”) to issue and sell (i) 3,172,858 shares (the “Shares”) of common stock, $0.0001 par value per share of the Company (the “Common Stock”) and (ii) a warrant (the “Warrant”) to purchase up to 3,204,908 shares of Common Stock (collectively, the “Securities”). The per share purchase price of the Shares and the Warrant exercise price are each $0.46822, which represents the average closing price of the Common Stock as reported on the NYSE American for the five trading days immediately preceding the signing of the Agreement. The Securities were sold for an aggregate of $1,485,595. The Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties. The Securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) of the Securities Act.
In connection therewith, the Company and the Investor entered into a Registration Rights Agreement further to which the Company agreed to register the Shares and shares of Common Stock underlying the Warrant.
The foregoing descriptions of the Agreement, Registration Rights Agreement and Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement, Registration Rights Agreement, and form of Warrant filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 4.1, respectively, hereto and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure regarding the Shares issued to the Investor pursuant to the Agreement as set forth under Item 1.01 of this report is incorporated by reference under this Item 3.02.
Item 7.01 Regulation FD Disclosure
On August 27, 2025, the Company issued a press release announcing the sale of securities referenced in Item 1.01 above and certain loans made by the Company’s Chairman of the Board to the Company as previously disclosed in a prior filing on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Warrant | |
| 10.1 | Securities Purchase Agreement dated August 27, 2025 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC | |
| 10.2 | Registration Rights Agreement dated August 27, 2025 by and between Perfect Moment Ltd. and X3 Higher Moment Fund LLC | |
| 99.1 | Press release dated August 27, 2025 | |
| 104 | Cover 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: August 27, 2025 | PERFECT MOMENT LTD. | |
| By: | /s/ Jane Gottschalk | |
| Jane Gottschalk | ||
| President | ||