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 26, 2025, Max Gottschalk, the Chairman of the Board of Perfect Moment Ltd. (the “Company”) extended a total of $5,089,960 in loans to the Company, providing working capital to support product purchases and operations. The loans are evidenced by an unsecured promissory note in the principal sum of $3,389,960 bearing interest at 12% per annum, with interest payable monthly, unpaid principal and interest due and payable on November 8, 2025 and an unsecured promissory note in the principal sum of $1,700,000 bearing interest at 12% per annum, with interest payable monthly, unpaid principal and interest due and payable on August 18, 2030.
In consideration for supplying these loans, the Company issued Mr. Gottschalk $305,398 of shares of the Company restricted common stock at a per share price of $0.46822, which represents the average closing price of the Company’s common stock as reported on the NYSE American for the five trading days immediately preceding the signing of the notes or an aggregate of 652,253 shares.
The foregoing descriptions of the notes do not purport to be complete and are qualified in their entirety by the terms and conditions of the notes filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures under Item 1.01 are incorporated here by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures under Item 1.01 are incorporated here by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 10.1 | Promissory Note, Dated August 26, 2025 | |
| 10.2 | Promissory Note, Dated August 26, 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 26, 2025 | PERFECT MOMENT LTD. | |
| By: | /s/ Jane Gottschalk | |
| Jane Gottschalk | ||
| President | ||