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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): October 7, 2025
PERFECT MOMENT LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41930 | 86-1437114 | ||
|
(State or other jurisdiction of 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 ☒
If 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 7, 2025, the Board of Directors of Perfect Moment Ltd. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) amending the quorum requirement contained in Section 2.8 of the Bylaws (the “Amendment”) to provide that the holders of thirty-three and one third percent (33.3%) in voting power of the stock issued and outstanding and entitled to vote at a meetings of stockholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Prior to the Amendment, the Bylaws provided that a quorum at meetings of stockholders consisted of the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy.
The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Certificate of Adoption, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Adoption of Bylaw Amendment | |
| 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 | ||
Exhibit 3.1
CERTIFICATE OF ADOPTION OF BYLAW AMENDMENT
PERFECT MOMENT LTD.
Adopted October 7, 2025
I, Jane Gottschalk, hereby certify that:
1. I am the duly elected, qualified and acting President of Perfect Moment Ltd. (the “Company”).
2. Pursuant to ARTICLE X of the Company’s Amended and Restated Bylaws (the “Bylaws”), which provides that bylaws may be adopted, amended or repealed by the board of directors, and Article V of the Company’s Amended and Restated Certificate of Incorporation, which provides that in furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to adopt, amend, alter, or repeal the Bylaws, the board of directors (the “Board”) amended ARTICLE II Section 2.8 of the Bylaws as set forth herein.
3. ARTICLE II Section 2.8 of the Bylaws is amended to read as follows:
“Unless otherwise provided by law, the certificate of incorporation or these bylaws, the holders of at least thirty-three and one third percent (33 1/3%) in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”
4. The foregoing Bylaw amendment has been duly adopted in accordance with the provisions of the Bylaws and Delaware law by approval of a majority of the authorized number of directors of the Board at a meeting of the Board on October 7, 2025, and has not, subsequent to such date, been modified, rescinded, repealed or otherwise amended in any way and is in full force and effect in the form adopted and set forth above as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Company’s seal this 7th day of October 2025.
| /s/ Jane Gottschalk | |
| Jane Gottschalk, President |