Perfect Moment Seeks Reverse Split, Share Increase to Avoid Delisting

TL;DR

**PMNT is fighting for its life on the NYSE American; expect massive dilution and a volatile reverse split.**

AI Summary

Perfect Moment Ltd. (PMNT) is seeking stockholder approval for several critical proposals at its Annual Meeting on January 14, 2026, primarily aimed at regaining compliance with NYSE American LLC listing requirements and securing future financing. Key proposals include a reverse stock split at a ratio between 1-for-5 and 1-for-20, an increase in authorized common stock from 100,000,000 to 500,000,000 shares, and the approval of share issuances related to a Series AA Convertible Preferred Stock conversion and an equity line of credit (ELOC Transaction Proposal). Additionally, the company seeks approval for issuing shares to X3 Higher Moment Fund LLC under a Securities Purchase Agreement. These actions are crucial for PMNT's continued listing and financial stability, indicating a strategic pivot to address capital structure and liquidity challenges.

Why It Matters

This DEF 14A filing reveals Perfect Moment Ltd.'s urgent need to restructure its capital and secure financing to maintain its NYSE American listing. A reverse stock split, if approved, could temporarily boost share price but often signals underlying operational challenges, potentially impacting investor confidence. The proposed increase in authorized shares and the various share issuance proposals (Series AA Preferred Stock, ELOC, X3 Higher Moment Fund LLC) suggest significant dilution risk for existing shareholders. For employees and customers, continued listing provides stability, but the financial maneuvers highlight a company in a precarious competitive position, likely struggling against larger, better-capitalized fashion or retail rivals.

Risk Assessment

Risk Level: high — The company explicitly states the reverse stock split's 'sole purpose of regaining compliance with the NYSE-American LLC requirements for continued listing,' indicating a severe risk of delisting. Furthermore, proposals to increase authorized shares from 100,000,000 to 500,000,000 and issue shares for Series AA Preferred Stock conversion, an equity line of credit, and to X3 Higher Moment Fund LLC all point to substantial potential dilution for current shareholders.

Analyst Insight

Investors should carefully evaluate the significant dilution risks associated with the proposed share issuances and the potential for further price volatility following a reverse stock split. Consider reducing exposure or avoiding new positions until the company demonstrates a clear path to sustainable profitability and long-term NYSE American compliance beyond these immediate capital structure adjustments.

Key Numbers

• 1-for-5 to 1-for-20 — Reverse Stock Split Ratio (Proposed range for regaining NYSE American listing compliance)
• 500,000,000 — New Authorized Shares (Proposed increase from 100,000,000 shares, indicating significant potential dilution)
• 20% — Equity Line of Credit Issuance Threshold (Potential issuance of shares equal to 20% or more of outstanding shares via ELOC)
• 20% — X3 Proposal Issuance Threshold (Potential issuance of shares equal to 20% or more of outstanding shares to X3 Higher Moment Fund LLC)
• January 14, 2026 — Annual Meeting Date (Date stockholders will vote on critical proposals)
• November 21, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 35,221,933 — Shares Outstanding (Total Common Stock outstanding as of November 21, 2025)
• 33 1/3% — Quorum Requirement (Percentage of voting power required for a quorum at the Annual Meeting)
• 6 — Number of Directors (Directors to be elected for a one-year term)
• March 31, 2026 — Fiscal Year End (Fiscal year for which Weinberg & Company, P.A. is appointed auditor)

Key Players & Entities

• Perfect Moment Ltd. (company) — Registrant seeking proxy votes
• NYSE American LLC (regulator) — Exchange requiring compliance for continued listing
• X3 Higher Moment Fund LLC (company) — Recipient of potential share issuance via Securities Purchase Agreement
• Weinberg & Company, P.A. (company) — Independent registered public accounting firm for fiscal year ending March 31, 2026
• Jane Gottschalk (person) — President of Perfect Moment Ltd.
• Colonial Stock Transfer (company) — Proxy Agent and virtual meeting platform provider
• Campaign Management (company) — Strategic Stockholder Advisor and Proxy Solicitation Agent
• $0.0001 (dollar_amount) — Par value per share of Common Stock and Series AA Convertible Preferred Stock
• 35,221,933 (dollar_amount) — Shares of Common Stock outstanding as of November 21, 2025
• 100,000,000 (dollar_amount) — Current authorized shares of Common Stock

FAQ

Risk Factors

• NYSE American Listing Compliance [high — regulatory]: The company is seeking stockholder approval for a reverse stock split and an increase in authorized shares to regain compliance with NYSE American LLC listing requirements. Failure to regain compliance could lead to delisting, significantly impacting liquidity and investor confidence.
• Dilution from Share Issuances [high — financial]: The proposed increase in authorized shares from 100,000,000 to 500,000,000, coupled with potential issuances for Series AA Preferred Stock conversion, an ELOC, and the X3 Proposal, could lead to substantial dilution for existing common stockholders. The ELOC and X3 Proposal each allow for issuances of 20% or more of outstanding shares.
• Reliance on Future Financing [medium — financial]: The company's proposals, including the ELOC and the X3 Proposal, indicate a reliance on securing additional capital. The success of these financing efforts is critical for the company's ongoing operations and financial stability.
• Dependence on Stockholder Approval [high — operational]: The effectiveness of the proposed actions, including the reverse stock split and share increases, is contingent upon receiving the necessary stockholder approvals at the January 14, 2026 Annual Meeting. Failure to obtain these approvals would prevent the company from addressing its listing compliance and financing needs.

Industry Context

Perfect Moment Ltd. operates in a highly competitive apparel and lifestyle market. The company's current financial situation and proposed actions suggest it is facing significant pressure to restructure its capital and maintain its public listing. Competitors in this space often rely on strong brand recognition, efficient supply chains, and robust online and retail distribution channels. The need for capital raises questions about the company's ability to fund its operations and growth initiatives against established players.

Regulatory Implications

The primary regulatory implication is the company's urgent need to comply with NYSE American LLC listing requirements. The proposed reverse stock split and increase in authorized shares are direct responses to these requirements. Failure to achieve compliance could result in delisting, which carries significant consequences for liquidity, market access, and investor confidence. Additionally, the proposed share issuances must adhere to NYSE American Company Guide sections regarding shareholder approval for significant dilutive events.

What Investors Should Do

1. Review the proposed reverse stock split and authorized share increase carefully.
2. Evaluate the potential dilution from the Series AA Preferred Stock conversion, ELOC, and X3 Proposal.
3. Vote on all proposals at the Annual Meeting on January 14, 2026.
4. Consider the company's financial stability and future prospects.

Key Dates

• 2026-01-14: Annual Meeting of Stockholders — Stockholders will vote on critical proposals including a reverse stock split, increase in authorized shares, and approval of share issuances, which are vital for listing compliance and future financing.
• 2025-11-21: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting. As of this date, 35,221,933 shares of Common Stock were outstanding.
• 2026-03-31: Fiscal Year End — The fiscal year for which Weinberg & Company, P.A. is appointed as the independent registered public accounting firm.
• 2025-11-26: Anticipated mailing of Notice of Internet Availability of Proxy Materials — Commencement of the period for stockholders to access proxy materials and vote.
• 2025-12-30: Deadline to request paper or electronic copy of proxy materials — Ensures stockholders have sufficient time to receive and review materials before the meeting.

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. This is often done to increase the stock price to meet exchange listing requirements. (Perfect Moment Ltd. is proposing a reverse stock split ratio between 1-for-5 and 1-for-20 to regain compliance with NYSE American listing standards.)

Authorized Shares

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its charter. Increasing authorized shares allows a company to issue more stock in the future for financing or other corporate purposes. (The company seeks to increase authorized shares from 100,000,000 to 500,000,000 to facilitate future financing and strategic transactions.)

Equity Line of Credit (ELOC)

A financing arrangement where a company can draw down funds by issuing shares to an investor at pre-determined prices over a period, subject to certain conditions and limitations. It provides flexible access to capital. (Perfect Moment Ltd. is seeking approval for a potential issuance of shares equal to 20% or more of outstanding shares via an ELOC, indicating a need for capital.)

Series AA Convertible Preferred Stock

A class of preferred stock that can be converted into a predetermined number of common stock shares. The proposal involves conversion at a reduced price, which could lead to significant share issuance. (Approval is sought for the conversion of Series AA Convertible Preferred Stock at a reduced price, impacting the number of outstanding common shares.)

Securities Purchase Agreement

A contract between a seller and a buyer of securities, outlining the terms and conditions of the sale, including the type and quantity of securities, price, and closing conditions. (The company is seeking approval for issuing shares to X3 Higher Moment Fund LLC under a Securities Purchase Agreement, which may involve issuing 20% or more of outstanding shares.)

Quorum

The minimum number of members of a deliberative assembly (like a stockholders' meeting) that must be present for business to be legally transacted. For Perfect Moment Ltd., 33 1/3% of the voting power is required. (A quorum is necessary for the Annual Meeting to conduct business, and the Adjournment Proposal can be used to solicit more proxies if a quorum is not met.)

Year-Over-Year Comparison

This filing indicates a critical juncture for Perfect Moment Ltd., with a strong focus on regaining NYSE American listing compliance. Unlike previous filings that might have focused on operational performance or standard corporate governance, this DEF 14A highlights urgent financial restructuring needs. The proposed reverse stock split and substantial increase in authorized shares are key indicators of financial distress and a proactive attempt to avoid delisting. The significant potential for dilution from proposed share issuances also suggests a reliance on external capital to shore up the company's financial position.

Key Financial Figures

• $0.0001 — Convertible Preferred Stock, par value $0.0001 per share, at a reduced conversion pric

Filing Documents

• formdef14a.htm (DEF 14A) — 866KB
• formdef14a_001.jpg (GRAPHIC) — 4KB
• proxycard_001.jpg (GRAPHIC) — 1232KB
• proxycard_002.jpg (GRAPHIC) — 617KB
• 0001493152-25-025033.txt ( ) — 5726KB
• pmnt-20241231.xsd (EX-101.SCH) — 3KB
• pmnt-20241231_def.xml (EX-101.DEF) — 5KB
• pmnt-20241231_lab.xml (EX-101.LAB) — 52KB
• pmnt-20241231_pre.xml (EX-101.PRE) — 41KB
• formdef14a_htm.xml (XML) — 2KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 PERFECT MOMENT LTD. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Perfect Moment Ltd. 244 5th Ave Ste 1219 New York, NY 10001 To the Stockholders of Perfect Moment Ltd.: You are cordially invited to attend the annual meeting of stockholders of Perfect Moment Ltd. to be held on January 14, 2026, at 11:00 am Eastern Time in virtual meeting format. All stockholders as of the record date, or their duly appointed proxies, may attend the annual meeting in virtual format and vote online by accessing www.colonialstock.com/PerfectMoment2025 and following instructions provided to you with these proxy materials and at such website. At the annual meeting, you will be asked to consider and act upon the following matters: 1. To elect six directors to serve for a one year term ending as of the annual meeting in fiscal year 2027; 2. To approve an amendment of the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's outstanding common stock at an exchange ratio between 1-for-5 to 1-for-20, as determined by the Company's Board of Directors (the "Reverse Split Proposal"), for the sole purpose of regaining compliance with the NYSE-American LLC requirements for continued listing; 3. To approve an amendment of the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the authorized number of shares of the Company's Common Stock from 100,000,000 shares to 500,000,000 shares ("Authorized Shares Increase Proposal"); 4. To approve, in accordance with NYSE American Company Guide Sections 713(a) and (b), the issuance of shares of our Common Stock upon the automatic conversion of our Series AA Convertible Preferred Stock, par value $0.0001 per share, at a reduced conversion price immediately following the date upon which our stockholders approve this proposal (the "Series AA Preferred Stock Conversion Proposal"); 5. To approve, in accordance with NYSE American Company Guide Section 713(a), the potential issuance of shares of our Common Stock equal to 20% or more of the presently outstanding shares of our Common Stock pursuant to an equity line of credit (the "ELOC Transaction Proposal"); 6. To approve, in accordance with NYSE American Company Guide Sections 713(a) and (b), the potential issuance of shares of our Common Stock equal to 20% or more of the presently outstanding shares of our Common Stock in pursuant to a Securities Purchase Agreement and related warrants to X3 Higher Moment Fund LLC (the "X3 Proposal"); 7. To ratify the appointment of Weinberg & Company, P.A. as our independent registered public accounting firm for the fiscal year ending March 31, 2026; 8. To approve adjournment of the Annual Meeting from time to time, to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum (the "Adjournment Proposal"); and 9. To transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof. The Board of Directors has fixed the close of business on November 21, 2025, as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on January 14, 2026: The Notice of Meeting, Proxy Statement, Proxy Card, the Annual Report on Form 10-K, and Notice and Access Information are available at www.colonialstock.com/PerfectMoment2025. By order of the Board of Directors, /s/ Jane Gottschalk Jane Gottschalk President Vote via the Internet: Click on www.colonialstock.com/PerfectMoment2025 and log-in using your 12-digit control code. Vote by Phone: Phone: 877-285-8605 Have your 12-digit control code and follow the instructions. If you requested and received printed proxy materials, you can also vote by written proxy card as follows: Vote by Mail: Mark, sign and date your proxy card and return it in the envelope prov

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View this DEF 14A filing on SEC EDGAR