Perfect Moment Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2025, Perfect Moment Ltd. (the “Company”) entered into an equity purchase agreement (the “Equity Purchase Agreement”) with an investor (the “Investor”) pursuant to which the Company may sell and issue to the Investor, and the Investor may purchase from the Company, up to $25,000,000 of Common Stock (the “Put Shares”). Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a put notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $5,000.00 and (ii) in a maximum amount up to the lesser of (a) $500,000.00 or (b) 20% of the Average Daily Trading Value (as defined in the Equity Purchase Agreement), on the terms and conditions set forth in the Equity Purchase Agreement. The approval of the Company’s stockholders and a second approval of the Company’s Board of Directors is required to effectuate the transactions contemplated by the Equity Purchase Agreement. The number of Put Shares to be purchased by the Investor is subject to a beneficial ownership limitation of 4.99%. Upon receipt of such approvals and the effectiveness of the Equity Purchase Agreement, the Company will issue the Investor a number of shares of Common Stock (the “Commitment Shares”) that is determined by dividing 187,000 by the lesser of (i) the closing price of the Common Stock on the Trading Day (as defined in the Equity Purchase Agreement) immediately preceding the date of the second Board approval, or (ii) average of the five (5) closing prices of the Common Stock during the five (5) Trading Days immediately preceding the date of the second Board approval.
Pursuant to the Equity Purchase Agreement, the Company entered into a registration rights agreement (the “ELOC RRA”) with the Investor to provide certain registration rights under the Securities Act and the rules and regulations thereunder, or any similar successor statute, and applicable state securities laws. Subject to the receipt of the stockholder and Board approvals described above, the Company agreed to file a registration statement with the Securities and Exchange Commission covering the maximum number of Registrable Securities (as defined in the ELOC RRA) within forty-five (45) calendar days from the date of the Company’s second Board approval.
The Equity Purchase Agreement and the ELOC RRA contain customary representations, warranties, conditions and indemnification obligations of the parties. Pursuant to the terms of the Equity Purchase Agreement, the Company agreed that it will not without the prior written consent of the Investor, enter into an “Equity Line of Credit” or a “Variable Rate Transaction,” as such terms are defined in the Equity Purchase Agreement.
The foregoing descriptions of the Equity Purchase Agreement and the ELOC RRA do not purport to be complete and are qualified in their entirety by the terms and conditions of the Equity Purchase Agreement and the ELOC RRA, respectively filed as Exhibit 10.1 and Exhibit 10.2 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 information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The securities described above have not been registered under the Securities Act or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
Exhibit | |
| 10.1 | Equity Purchase Agreement, dated October 7, 2025 between the Company and the Investor | |
| 10.2 | Registration Rights Agreement, dated October 7, 2025, between the Company and the Investor | |
| 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: October 10, 2025 | PERFECT MOMENT LTD. | |
| By: | /s/ Jane Gottschalk | |
| Jane Gottschalk | ||
| President | ||