Form 8-K

8-K — Perfect Moment Ltd.

Accession: 0001493152-26-028921

Filed: 2026-06-16

Period: 2026-06-11

CIK: 0001849221

SIC: 2300 (APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

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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

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

244

5th Ave Ste 1219

New

York, 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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

PMNT

NYSE

American LLC1

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 ☒

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. ☐

Effective on June 18, 2026, the Company’s Common Stock will be listed on the OTCQB.

Item 5.02

Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation

of Chath Weerasinghe as Chief Financial Officer and Chief Operating Officer of the Company:

June 11, 2026 (the “Notice Date”), Chath Weerasinghe notified Perfect Moment Ltd. (the “Company”) that he will

be resigning from his position as the Company’s Chief Financial Officer, Chief Operating Officer and principal financial and accounting

officer, effective three months from the Notice Date in accordance with applicable Swiss law. The Board of Directors of the Company (the

“Board”) is discussing his compensation, and the Company’s compensation committee plans on meeting at a later date

to determine the compensation that will be paid to Mr. Weerasinghe during this three-month period.

Resignation

of Tim Nixdorff as a director of the Company:

June 11, 2026, Tim Nixdorff notified the Company of his resignation as a director of the Company. Mr. Nixdorff’s resignation was

a result of disagreements with members of the Company’s management and the Board related to the Company’s strategic direction.

A copy of such correspondence is attached as Exhibit 99.1 hereto and is incorporated by reference herein. At the time of his resignation,

Mr. Nixdorff served on the Board’s Nominating and Corporate Governance Committee and Compensation Committee.

Resignation

of Berndt Hauptkorn as a director of the Company:

June 12, 2026, Berndt Hauptkorn notified the Company of his resignation as a director of the Company. Mr. Hauptkorn’s resignation

was a result of disagreements with members of the Company’s management and the Board related to the Company’s strategic direction.

A copy of such correspondence is attached as Exhibit 99.2 hereto and is incorporated by reference herein. At the time of his resignation,

Mr. Hauptkorn served on the Board’s Nominating and Corporate Governance Committee and Audit Committee

Resignation

of Adam Epstein as a director of the Company:

June 13, 2026, Adam Epstein notified the Company of his resignation as a director of the Company. Mr. Epstein’s resignation

was a result of disagreements with members of the Company’s management and the Board related to the Company’s corporate governance.

A copy of such correspondence is attached as Exhibit 99.3 hereto and is incorporated by reference herein. At the time of his resignation,

Mr. Epstein served on the Board’s Nominating and Corporate Governance Committee and Audit Committee

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1*

Resignation

letter of Tim Nixdorff, received June 11, 2026

99.2*

Resignation

letter of Berndt Hauptkorn, received June 12, 2026

99.3

Resignation

letter of Adam Epstein, received June 13, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

Portions

of the exhibit have been omitted.

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:

June 16, 2026

PERFECT

MOMENT LTD.

By:

/s/

Jane Gottschalk

Jane

Gottschalk

President

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Certain

identified information has been excluded from the exhibit because it is both (i) not material and (ii) private and confidential. Information

that has been omitted from the exhibit are indicated with brackets.

From:

Tim Nixdorff <[*****]>

Sent:

Thursday, June 11, 2026

To:

Max Gottschalk <[*****]>

Cc:

Jane Gottschalk <[*****]>, Kristy Marvin <[*****]>, Andre Keijsers <[*****]>, Berndt Hauptkorn <[*****]>, Adam

Epstein <[*****]>

Subject:

Resignation from Board of Directors of Perfect Moment Ltd.

Dear

Max,

light of recent developments and the apparent disagreements regarding the direction of the company, I have decided to step down from

the Board, effective immediately.

a consequence, please accept this email as my formal resignation as a director of Perfect Moment Ltd., including from all committees

of the Board on which I serve, effective immediately as of June 11, 2026.

For

clarity, this resignation applies to my position as a non-executive director of Perfect Moment Ltd. and to any related Board committee

memberships, including the Compensation Committee and the Nominating and Corporate Governance Committee.

Please

confirm receipt of this resignation and let me know if any further documentation or formalities are required from me.

Naturally,

I wish you guys and the company only the best, I hope you can turn it around.

Kristy: Would you please also send written confirmation of receipt. I am obviously available for any required correspondence.

All

my best,

Tim Nixdorff

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

Certain

identified information has been excluded from the exhibit because it is both (i) not material and (ii) private and confidential. Information

that has been omitted from the exhibit are indicated with brackets.

From:

Berndt Hauptkorn <[*****]>,

Sent:

Friday, June 12, 2026

To:

Max Gottschalk <[*****]>, Jane Gottschalk <[*****]>, Kristy Marvin <[*****]>, Andre Keijsers <[*****]>, Adam

Epstein <[*****]>

Subject:

Resignation from Board of Directors of Perfect Moment Ltd.

Dear

Max,

have decided to immediately step down from the Board of Perfect Moment Ltd. and am sending this email to you in your capacity as Chairman

of the Board of Perfect Moment Ltd.

a consequence, please accept this email as my formal resignation as a director of Perfect Moment Ltd., including from all committees

of the Board on which I serve, effective immediately as of June 12, 2026.

For

for the avoidance of doubt, this resignation applies to my position as a non-executive director of Perfect Moment Ltd. and to any related

Board committee memberships, including the Audit Committee and any other Committee or Sub-Committee.

Please

exclude my name from any existing or future public communication and board materials, investor presentations, marketing documentation

and any similar documentations.

Please

confirm receipt of this resignation and let me know if any further documentation or formalities are required.

Dear

Kristy,

Would

you please also send written confirmation of receipt. I am obviously available for any required correspondence.

Best

Wishes,

Berndt Hauptkorn

EX-99.3

Filename: ex99-3.htm · Sequence: 4

Exhibit

99.3

Dear

Members of the Board:

hereby resign from the Board of Directors of Perfect Moment Ltd. effective June 12, 2026.

resignation results from disagreements regarding corporate governance.

Sincerely,

Adam

Epstein

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