Item 5. Other Information
ITEM
5 - OTHER INFORMATION
Insider
Trading Arrangements
During
the quarter ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
adopted
or terminated
a “Rule 10b5-1 trading arrangement” or a “non-Rule
10b5-1 trading arrangement,” each as defined in Item 408(a) of Regulation S-K under the Exchange Act.
25
ITEM
6 - EXHIBITS
The
exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case
as indicated below.
Incorporated
by Reference
Exhibit
Number
Description
Form
File
No.
Exhibit
Filing
Date
3.1
Amended
and Restated Certificate of Incorporation of the Company
8-K
001-41930
3.1
February
13, 2024
3.2
Amended
and Restated Bylaws of the Company
8-K
001-41930
3.2
February
13, 2024
3.3
Certificate
of Designations of 12.00% Series AA Convertible Preferred Stock.
8-K
001-41930
3.1
April
2, 2025
4.1
Form
of the Company’s Common Stock Certificate
S-1
333-274913
4.1
November
6, 2023
4.2
Form
of Underwriter Warrants
S-1
333-274913
4.2
January
22, 2024
4.3
Form
of Convertible Promissory Note for 2021 Debt Financing
S-1
333-274913
4.3
November
6, 2023
4.4
Form of Amendment No. 1 to Convertible Promissory Note for 2021 Debt Financing
S-1
333-274913
4.4
November
6, 2023
4.5
Form of Amendment No. 2 to Convertible Promissory Note for 2021 Debt Financing
S-1
333-274913
4.5
November
6, 2023
4.6
Form of Amendment No. 3 to Convertible Promissory Note for 2021 Debt Financing
S-1
333-274913
4.6
January
18, 2024
4.7
Form of Convertible Promissory Note for 2022 Debt Financing
S-1
333-274913
4.6
November
6, 2023
4.8
Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing
S-1
333-274913
4.7
November
6, 2023
4.9
Form of Amendment No. 2 to Convertible Promissory Note for 2022 Debt Financing
S-1
333-274913
4.9
January
18, 2024
4.10
Form of Convertible Secured Note dated December 6, 2024
8-K
001-41930
10.2
December
12, 2024
4.11
Form of Placement Agent Warrant
8-K
001-41930
4.1
April
2, 2025
4.8
Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing
S-1
333-274913
4.7
November
6, 2023
4.9
Representative’s Warrants
8-K
001-41930
4.1
June
30, 2025
10.1
Securities Purchase Agreement, dated June 30, 2025, between Perfect Moment and Joachim Gottschalk & Associates
8-K
001-41930
1.2
June
30, 2025
31.1
Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certifications of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certifications of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline
XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document).
101.SCH
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with
the SEC and are not to be incorporated by reference into any filing of Perfect Moment Ltd. under the Securities Act or the Exchange Act,
whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained
in such filing.
26
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 thereunto duly authorized.
PERFECT
MOMENT LTD.
Date:
August 14, 2025
By:
/s/
Jane Gottschalk
Jane
Gottschalk
President
(Principal Executive Officer)
Date:
August 14, 2025
By:
/s/
Chath Weerasinghe
Chath
Weerasinghe
Chief
Financial Officer and Chief Operating Officer
(Principal
Financial and Accounting Officer)
27
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