Form 8-K

8-K — Perfect Moment Ltd.

Accession: 0001493152-26-028535

Filed: 2026-06-12

Period: 2026-06-11

CIK: 0001849221

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

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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 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 ☒

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.

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.

The

information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of

the 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, except

as 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

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:

June 12, 2026

PERFECT

MOMENT LTD.

By:

/s/

Jane Gottschalk

Jane

Gottschalk

President

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Perfect

Moment Announces Move to OTC Markets

Perfect

Moment’s common stock will be traded on the OTC Markets under the ticker symbol PMNT to align with the Company’s operating

strategy and to provide critical investor access and trading

The

move follows Perfect Moment’s decision not to engage in the NYSE American hearings appeal process

The

Company will continue to evaluate the various market tiers available within the OTC Markets, as well as a possible return to a national

exchange 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.”

About

Perfect 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-Looking

Statements

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

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