8-K
filed January 21, 2026, 6:59 PM ET
ticker PMNT
CIK 0001849221
other material
confidence high
sentiment neutral
materiality 0.75
Perfect Moment stockholders approve reverse split, share increase, and Series AA conversion
Perfect Moment Ltd.
- All 924,921 Series AA Preferred shares automatically converted into 11,458,306 common shares effective Jan 14, 2026.
- Stockholders approved reverse stock split of 1:5 to 1:20 and increase in authorized common shares from 100M to 500M.
- Amended warrant for X3 Higher Moment Fund includes preemptive rights, matching rights, and weighted average anti-dilution; new warrant issued for up to 19.99% of outstanding common.
- Approved potential issuance of over 20% of outstanding shares under an equity line of credit and securities purchase agreement with X3 Higher Moment Fund.
- All six director nominees elected: Max Gottschalk, Jane Gottschalk, Andre Keijsers, Berndt Hauptkorn, Tim Nixdorff, Adam Z. Epstein.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Perfect Moment Ltd. issued 11,458,306 shares of Common Stock of common stock to holders of Series AA Preferred for Automatic conversion of 924,921 shares of Series AA Preferred.
- Security
- common stock
- Shares
- 11,458,306 shares of Common Stock
- Purchaser
- holders of Series AA Preferred
- Consideration
- Automatic conversion of 924,921 shares of Series AA Preferred
Exact text from the filing
Stock (the “Series AA Converted Shares”) to the holders (“Holders”) of Series AA Preferred. The Series AA Converted Shares were issued pursuant to the automatic conversion of 924,921 shares of Series AA Preferred, which constituted all issued and outstanding shares of Series AA Preferred. The Series AA Preferred was originally issued to the Holders pursuant to
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Perfect Moment Ltd. issued 3,204,908 shares of Common Stock underlying Warrant 1 of warrant to X3 Higher Moment Fund LLC for No additional consideration; modified warrant as part of Securities Purchase Agreement.
- Security
- warrant
- Shares
- 3,204,908 shares of Common Stock underlying Warrant 1
- Purchaser
- X3 Higher Moment Fund LLC
- Consideration
- No additional consideration; modified warrant as part of Securities Purchase Agreement
Exact text from the filing
As such, Warrant 1 has been amended and restated to provide for: (i) preemptive rights of X3 to participate in future financings by the Company, pro rata, except in connection with certain excluded issuances; (ii) the right of X3 to match any proposal to provide equity or debt financing to the Company so long as X3 holds at least 4.99% of the outstanding common stock of the Company; and (iii) weighted average anti-dilution price protection, with customary carve outs including for the excluded issuances (the foregoing, collectively, the “Amended Warrant 1”).
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.95
Perfect Moment Ltd. issued number of shares equal to difference between (i) 19.99% of number of shares of Common Stock outstanding as of closing date of conversion of Series AA Preferred of warrant to X3 Higher Moment Fund LLC for Issued as additional warrant without additional consideration.
- Security
- warrant
- Shares
- number of shares equal to difference between (i) 19.99% of number of shares of Common Stock outstanding as of closing date of conversion of Series AA Preferred
- Purchaser
- X3 Higher Moment Fund LLC
- Consideration
- Issued as additional warrant without additional consideration
Exact text from the filing
Additionally, the Company issued to X3 an additional warrant (“Warrant 2”, together with Amended Warrant 1, the “New Warrants”) to purchase up to an amount of shares of Common Stock (“Warrant 2 Shares”, together with the Warrant 1 Shares, the “Warrant Shares”) equal to the difference between (i) 19.99% of the number of shares of Common Stock of the Company outstanding as of the closing date of the conversion of the 12.00% Series AA Convertible Preferred Stock of the Company (“Series AA Preferred”) and (ii) the Securities.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Perfect Moment Ltd.: Amended Certificate of Incorporation to change Conversion Price and provide for automatic conversion of Series AA Preferred Stock, effective as of 5:00pm E.T. on January 14, 2026 (effective 2026-01-14).
- Change
- charter amendment
- Effective
- 2026-01-14
Exact text from the filing
the Company’s stockholders approved the Certificate of Amendment to the Series AA COD (the “Certificate of Amendment”), to amend the definition of “Conversion Price” to be equal to $0.46822, and to provide for the automatic conversion of the Series AA Preferred, effective as of 5:00pm E.T. on January 14, 2026.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Perfect Moment Ltd. entered into Securities Purchase Agreement with X3 Higher Moment Fund LLC (effective 2025-08-27).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- X3 Higher Moment Fund LLC
- Effective
- 2025-08-27
Exact text from the filing
On August 27, 2025, Perfect Moment Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with X3 Higher Moment Fund LLC (the “X3”) 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 1”) to purchase up to 3,204,908 shares of Common Stock
View on SEC.gov
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