Perfect Moment Ltd. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-41930 Perfect Moment Ltd. (Exact name of registrant as specified in its charter) Delaware 86-1437114 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 244 5 th Ave Ste 1219 New York , NY 10001 (Address of principal executive offices) 315 - 615-6156 (Registrant’s telephone number, including area code) 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 PMNT NYSE American LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No As of February 12, 2026 there were 46,871,000 shares of common stock, $ 0.0001 par value per share, outstanding. PERFECT MOMENT LTD. TABLE OF CONTENTS Page Number Special Note Regarding Forward-Looking Statements ii PART I - FINANCIAL INFORMATION 2 Item 1. Condensed Consolidated Financial Statements (Unaudited) 2 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 28 Item 4. Controls and Procedures 29 PART II - OTHER INFORMATION 30 Item 1. Legal Proceedings 30 Item 1A. Risk Factors 30 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31 Item 3. Defaults Upon Senior Securities 31 Item 4. Mine Safety Disclosures 31 Item 5. Other Information 31 Item 6. Exhibits 32 Signatures 34 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following: ● our expectations regarding our revenue, expenses, profitability and other operating results; ● the growth rates of the markets in which we compete; ● the costs and effectiveness of our marketing efforts, as well as our ability to promote our brand; ● our ability to provide quality products that are acceptable to our customers; ● our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel; ● our ability to effectively manage our growth, including offering new product categories and any international expansion; ● our ability to maintain the security and availability of our software; ● our ability to protect our intellectual property rights and avoid disputes in connection with the use of intellectual property rights of others; ● our ability to protect our users’ information and comply with growing and evolving data privacy laws and regulations; ● future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements; ● our ability to compete effectively with existing competitors and new market entrants; and ● our success at managing the risks involved in the foregoing. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and our other filings with the SEC. Moreover, we operate in a very competitive environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law. In this Quarterly Report on Form 10-Q, references to “Perfect Moment,” “we,” “us,” “our,” and the “Company” refer to Perfect Moment Ltd. and its subsidiaries, unless the context indicates otherwise. ii PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. PERFECT MOMENT LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share and per share data) December 31, 2025 March 31, 2025 unaudited Assets Current assets: Cash and cash equivalents $ 1,567 $ 6,159 Restricted cash - 1,350 Accounts receivable, net 5,125 886 Inventories, net 4,593 1,567 Prepaid and other current assets 1,965 2,812 Total current assets 13,250 12,774 Long term assets: Operating lease right of use assets 18 44 Property and equipment, net 421 483 Other non-current assets 107 36 Total assets $ 13,796 $ 13,337 Liabilities and Shareholders’ Equity Current liabilities: Trade payables $ 3,659 $ 2,594 Accrued expenses 3,760 4,233 Trade finance facility - 2,495 Short-term borrowings, net - 1,851 Note payable - related party, current, net 3,319 - Operating lease obligations 16 44 Deferred revenue 380 264 Total current liabilities 11,134 11,481 Long term liabilities: Note payable - related party, long-term, net 1,605 - Total liabilities 12,739 11,481 Shareholders’ equity: Series AA convertible preferred stock, $ 0.0001 par value, 1,800,000 shares authorized; 924,921 shares issued and outstanding as of December 31, 2025 and March 31, 2025 - - Common stock; $ 0.0001 par value; 100,000,000 shares authorized; 35,412,694 and 19,291,000 shares issued and outstanding as of December 31, 2025 and March 31, 2025, respectively 3 2 Additional paid-in capital 71,604 66,793 Accumulated other comprehensive loss ( 68 ) ( 23 ) Accumulated deficit ( 70,482 ) ( 64,916 ) Total shareholders’ equity 1,057 1,856 Total Liabilities and Shareholders’ Equity $ 13,796 $ 13,337 The accompanying notes are an integral part of these condensed consolidated financial statements 2 PERFECT MOMENT LTD AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Amounts in thousands, except share and per share data) (Unaudited) Three Months Ended December 31, 2025 Three Months Ended December 31, 2024 Nine Months Ended December 31, 2025 Nine Months Ended December 31, 2024 Revenues, net: $ 11,656 $ 11,658 $ 17,891 $ 16,466 Cost of sales 4,148 5,269 6,674 7,647 Gross profit 7,508 6,389 11,217 8,819 Operating expenses: Selling, general and administrative expenses 5,639 6,649 12,649 13,871 Marketing and advertising expenses 1,286 1,034 2,177 2,192 Total operating expenses 6,925 7,683 14,826 16,063 Income (loss) from operations 583 ( 1,294 ) ( 3,609 ) ( 7,244 ) Interest expense ( 455 ) ( 1,046 ) ( 1,963 ) ( 1,241 ) Foreign currency transaction (loss)/gain ( 35 ) ( 142 ) 6 ( 129 ) Total other expense, net ( 490 ) ( 1,188 ) ( 1,957 ) ( 1,370 ) Net income (loss) $ 93 $ ( 2,482 ) $ ( 5,566 ) $ ( 8,614 ) Dividends on Series AA Convertible Preferred Stock ( 161 ) - ( 481 ) - Net loss attributable to common shareholders, basic and diluted $ ( 68 ) $ ( 2,482 ) $ ( 6,047 ) $ ( 8,614 ) Basic and diluted income (loss) per share attributable to common shareholders $ ( 0.00 ) $ ( 0.15 ) $ ( 0.21 ) $ ( 0.54 ) Basic and diluted weighted-average number of shares outstanding 35,221,933 16,177,559 29,170,240 15,869,964 Other comprehensive income (losses): Net income (loss) $ 93 $ ( 2,482 ) $ ( 5,566 ) $ ( 8,614 ) Foreign currency translation gain (loss) 89 ( 28 ) ( 45 ) ( 21 ) Comprehensive income (loss) $ 182 $ ( 2,510 ) $ ( 5,611 ) $ ( 8,635 ) The accompanying notes are an integral part of these condensed consolidated financial statements 3 PERFECT MOMENT LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Amounts in thousands, except share data) (Unaudited) F or the three months ended December 31, 2025, and 2024 Series AA Convertible Preferred Stock Common Shares Additional Paid-in Accumulated Other Comprehensive Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balance – September 30, 2024 - $ - 15,962,889 $ 1 $ 57,865 $ ( 78 ) $ ( 55,109 ) $ 2,679 Stock compensation expense for employee vested options - - - - 101 - - 101 Stock compensation for employee vested RSUs - - 260,000 - 285 - - 285 Fair value of shares issued for services - - 335,000 - 352 - - 352 Foreign currency translation adjustment - - - - - ( 28 ) - ( 28 ) Net loss - - - - - - ( 2,482 ) ( 2,482 ) Balance - December 31, 2024 - $ - 16,557,889 $ 1 $ 58,603 $ ( 106 ) $ ( 57,591 ) $ 907 Balance - September 30, 2025 924,921 $ - 35,221,933 $ 3 $ 71,620 $ ( 67 ) $ ( 70,575 ) $ 981 Stock compensation expense for employee vested options - - - - 54 - - 54 Stock compensation expense for employee vested RSUs - - 190,761 - 91 - - 91 Foreign currency translation adjustment - - - - - ( 1 ) - ( 1 ) Dividends on Series AA Convertible Preferred Stock - - - - ( 161 ) - - ( 161 ) Net income - - - - - - 93 93 Balance - December 31, 2025 924,921 $ - 35,412,694 $ 3 $ 71,604 $ ( 68 ) $ ( 70,482 ) $ 1,057 4 F or the nine months ended December 30, 2025, and 2024 Series AA Convertible Preferred Stock Common Shares Additional Paid-in Accumulated Other Comprehensive Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Income (Loss) Deficit Equity Balance - March 31, 2024 - $ - 15,653,449 $ 1 $ 56,824 $ ( 85 ) $ ( 48,977 ) $ 7,763 Stock compensation expense for employee vested options - - - - 609 - - 609 Stock compensation for employee vested RSUs - - 289,199 - 489 - - 489 Fair value of shares issued for services - - 615,241 - 681 - - 681 Foreign currency translation adjustment - - - - - ( 21 ) - ( 21 ) Net loss - - - - - - ( 8,614 ) ( 8,614 ) Balance - December 31, 2024 - $ - 16,557,889 $ 1 $ 58,603 $ ( 106 ) $ ( 57,591 ) $ 907 Balance - March 31, 2025 924,921 $ - 19,291,000 $ 2 $ 66,793 $ ( 23 ) $ ( 64,916 ) $ 1,856 Balance 924,921 $ - 19,291,000 $ 2 $ 66,793 $ ( 23 ) $ ( 64,916 ) $ 1,856 Stock compensation expense for employee vested options - - - - 224 - - 224 Stock compensation expense for employee vested RSUs - - 190,761 - 167 - - 167 Cancellation of employee vested options - - - - ( 23 ) - - ( 23 ) Fair value of shares issued for services - - 100,000 - 62 - - 62 Fair value of RSUs issued to related party as a finance cost - - 652,253 - 305 - - 305 Issuance of common stock upon extinguishment of Related Party Note - - 1,692,694 - 508 - - 508 Sale of common stock from public offering - - 10,313,128 1 2,620 - - 2,621 Issuance of common stock and warrants to related party under securities purchase agreement, net - - 3,172,858 - 1,429 - - 1,429 Foreign currency translation adjustment - - - - - ( 45 ) - ( 45 ) Dividends on Series AA Convertible Preferred Stock - - - - ( 481 ) - - ( 481 ) Net loss - - - - - - ( 5,566 ) ( 5,566 ) Net income loss - - - - - - ( 5,566 ) ( 5,566 ) Balance - December 31, 2025 924,921 $ - 35,412,694 $ 3 $ 71,604 $ ( 68 ) $ ( 70,482 ) $ 1,057 Balance 924,921 $ - 35,412,694 $ 3 $ 71,604 $ ( 68 ) $ ( 70,482 ) $ 1,057 The accompanying notes are an integral part of these condensed consolidated financial statements 5 PERFECT MOMENT LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Nine months ended Nine months ended December 31, 2025 December 31, 2024 Operating activities: Net loss $ ( 5,566 ) $ ( 8,614 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 272 290 Bad debt expense 325 46 Inventory reserve 197 ( 215 ) Stock based compensation 391 1,098 Amortization of stock-based marketing services shares issued for services 455 419 Amortization of debt finance costs 1,683 1,160 Effect of changes in assets and liabilities: Accounts receivable, net ( 4,518 ) ( 1,740 ) Inventories, net ( 3,191 ) ( 2,039 ) Prepaid and other current assets 454 ( 131 ) Operating lease right of use assets 47 74 Other non-current assets ( 83 ) 3 Operating lease obligations ( 46 ) ( 74 ) Trade payables 1,060 154 Accrued expenses ( 477 ) 750 Deferred revenue 115 39 Net cash used in operating activities ( 8,882 ) ( 8,780 ) Investing activities: Purchases of property and equipment ( 204 ) ( 287 ) Net cash used in investing activities ( 204 ) ( 287 ) Financing activities: Deferred offering costs - ( 139 ) Proceeds from public offering, net 2,621 - Proceeds from convertible note - 2,000 Proceeds from securities purchase agreement, net from related party 1,429 - Proceeds from short-term borrowings, net 1,330 4,604 Repayment of short-term borrowings ( 4,725 ) ( 3,846 ) Proceeds from trade finance facilities, net - 2,849 Repayment of trade finance facilities ( 2,495 ) ( 147 ) Proceeds from notes payable – related party 5,590 - Payment of dividend on Series AA Convertible Preferred Stock ( 475 ) - Net cash provided by financing activities 3,275 5,321 Effect of exchange rate changes on cash ( 131 ) ( 41 ) Net change in cash ( 5,942 ) ( 3,787 ) Cash and cash equivalents and restricted cash – beginning of the period 7,509 7,910 Cash and cash equivalents and restricted cash – end of the period $ 1,567 $ 4,123 Supplemental disclosures of cash flow information: Interest paid on borrowings $ 1,536 $ 774 Reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheets Cash and cash equivalents $ 1,567 $ 2,772 Restricted cash - 1,351 Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows $ 1,567 $ 4,123 Supplemental disclosure of non-cash investing and financing activities: Recognition of debt discount on short-term borrowings $ 658 $ 2,280 Fair value of shares issued to extinguish a note payable – related party $ 508 $ - Fair value of RSUs issued as a finance cost on notes payable – related party $ 305 $ - Fair value of shares issued in exchange for services to be received $ 62 $ - Cancellation of employee vested options $ 23 $ - Recognition of operating lease right of use asset and lease obligation $ 18 $ - The accompanying notes are an integral part of these condensed consolidated financial statements 6 PERFECT MOMENT LTD AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the three and nine months ended December 31, 2025 and 2024 (Unless otherwise indicated, dollar amounts in thousands) (Unaudited) NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of operations Perfect Moment Ltd., a Delaware corporation (“Perfect Moment” or “PML” and, together with its subsidiaries unless the context otherwise requires, the “Company”), is an owner and operator of a luxury fashion brand that offers ski, surf, and activewear collections under the brand name Perfect Moment. The Company’s collections are sold directly to customers. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete consolidated financial statements. In the opinion of our management, these condensed consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at December 31, 2025, results of operations for the three and nine months ended December 31, 2025 and 2024, consolidated statements of shareholders’ equity for the three and nine months ended December 31, 2025 and 2024, and cash flows for the nine months ended December 31, 2025 and 2024. The Company’s results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results expected for the full year. You should read these statements in conjunction with our audited consolidated financial statements and management’s discussion and analysis and results of operations included in our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2025. The terms “fiscal 2026” and “fiscal 2025” refer to the Company’s fiscal year ending March 31, 2026 and fiscal year ended March 31, 2025, respectively. Principles of consolidation These unaudited condensed consolidated financial statements include the accounts of Perfect Moment Ltd. and its wholly owned subsidiaries; Perfect Moment Asia Limited (“PMA”), Perfect Moment (UK) Limited (“PMUK”), Perfect Moment USA, Inc., (“PMUSA”) and Perfect Moment International AG (“PMCH”). These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments which are, in the opinion of management, necessary for the fair statement of the financial information for the interim periods presented. All significant intercompany balances and transactions have been eliminated in consolidation. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going concern Through December 31, 2025, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering, and other sales of common stock; the sale of preferred stock, alongside existing trade, invoice and shareholder financing arrangements. The Company has incurred recurring losses, including a net loss of $ 5,566 for the nine months ended December 31, 2025 and used cash in operations of $ 8,882 during that period. As of December 31, 2025, the Company had an accumulated deficit of $ 70,482 . These factors raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements were available to be issued. The Company’s ability to continue as a going concern is dependent upon management of its expenses and its ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. 7 The Company’s future capital requirements will depend on many factors, including production costs and planned growth. In order to finance these opportunities and associated costs, it is possible that the Company would need to raise additional financing if working capital is insufficient to support its business needs. While there can be no assurances, the Company intends to raise such capital through additional short-term loan issuances, debt factoring, and additional equity raises. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all. If the Company is unable to raise additional capital on acceptable terms when needed, its product development, results of operations and financial condition would be materially and adversely affected. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these condensed consolidated financial statements are available to be issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended March 31, 2025, expressed substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Use of estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments in applying the Company’s accounting policies that affect the reported amounts and disclosures made in the condensed consolidated financial statements and accompanying notes. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believe will materially affect the methodology or assumptions utilized in making these estimates and judgments in these condensed consolidated financial statements. Significant estimates inherent in the preparation of the condensed consolidated financial statements include reserves for uncollectible accounts receivables, realizability of inventory, sales reserves, useful lives and impairments of long-lived assets, realization of deferred tax assets and related uncertain tax positions, classification of convertible preferred stock, classification of warrants, and the valuation of stock-based compensation awards . Actual results may differ from these judgements and estimates under different assumptions or conditions and any such differences may be material. Seasonality The Company experiences certain effects of seasonality with respect to its business. The Company generally experiences greater sales during its last three fiscal quarters, primarily driven by ski and outerwear sales being higher during the winter months and the Company’s customers concentrated in the northern hemisphere, and the lowest sales during its first fiscal quarter. Revenue recognition As of December 31, 2025 and March 31, 2025, the Company did not have any contract assets and had $ 380 and $ 264 , respectively, of deferred revenue on the accompanying consolidated balance sheets. For the three and nine months ended December 31, 2025 and 2024, revenue, net recognized from performance obligations related to prior periods was not material. Revenue, net expected to be recognized in any future period related to remaining performance obligations was not material. 8 Disaggregated revenue The following table disaggregates the Company’s revenue, net by channel and geographic location: SCHEDULE OF REVENUE NET BY CHANNEL AND GEOGRAPHICAL LOCATION December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Channel revenue, net Wholesale revenues $ 8,468 $ 7,335 $ 12,920 $ 10,066 Ecommerce revenues 2,936 3,716 4,532 5,793 Retail revenues 13 516 64 516 Partnership revenues 239 91 375 91 Total $ 11,656 $ 11,658 $ 17,891 $ 16,466 Geographic location revenue, net Europe (excluding United Kingdom) $ 5,257 $ 4,214 $ 7,646 $ 6,338 United States 3,598 4,187 5,602 5,512 United Kingdom 1,217 2,222 3,060 3,160 Rest of the world 1,584 1,035 1,583 1,456 Total revenue, net $ 11,656 $ 11,658 $ 17,891 $ 16,466 Restricted cash Restricted cash as of March 31, 2025 consisted of cash deposits and certificate of deposits under the Company’s trade finance facility and was classified as current on the accompanying consolidated balance sheets as the trade finance facility was due on demand. There was no restricted cash as of December 31, 2025. Accounts receivable and allowance for credit losses Accounts receivable primarily arise out of sales to customers. The allowance for credit losses is an amount equal to the estimated probable losses net of recoveries in accounts receivable using the incurred loss methodology. After considering current economic conditions and specific and financial stability of its customers, an allowance for credit losses is maintained in the consolidated balance sheet at a level which management believes is sufficient to cover all probable future credit losses as of the balance sheet date based on specific reserves and an expectation of future economic conditions that might impact collectability. Accounts receivable are carried net of allowances for credit losses as of December 31, 2025 and 2024. After all reasonable attempts to collect a receivable have failed, the amount of the receivable is written off against the allowance. As of December 31, 2025 and March 31, 2025, the Company had $ 944 and $ 547 , respectively, in allowances for credit losses. Concentration of credit risk Supplier For the three and nine months ended December 31, 2025, the largest single supplier of manufactured goods produced approximately 29% of the Company’s products and for the same periods in 2024, produced 62 % and 40 % respectively, of the Company’s products. 9 For the three and nine months ended December 31, 2025, the largest single fabric supplier supplied approximately 0 % and 56 %, respectively, of the fabric used to manufacture the Company’s products, and for the same periods in 2024, supplied 0 % and 46 %, respectively, of the fabric used to manufacture the Company’s products. Customer For the three and nine months ended December 31, 2025 and 2024, no single customer accounted for more than 10 % of total re v enue. As of December 31, 2025, one customer accounted for approximately 12 % of total accounts receivable. As of March 31, 2025, two customers accounted for approximately 27 % of total accounts receivable. Foreign currency We used the exchange rates in the following table to translate amounts denominated in non-USD currencies as of and for the periods noted: SCHEDULE OF FOREIGN CURRENCY EXCHANGE RATE Period end exchange rate: December 31, 2025 March 31, 2025 GBP:USD 1.34450 1.29539 HKD:USD 0.12848 0.12856 CHF:USD 1.25986 1.13505 EUR:USD 1.17344 NA Period end exchange rate 1.17344 NA Three months ended Three months ended Average exchange rate: December 31, 2025 December 31, 2024 GBP:USD 1.33007 1.28088 HKD:USD 0.12856 0.12862 CHF:USD 1.25129 1.13940 EUR:USD 1.16422 NA Nine months ended Nine months ended Average exchange rate: December 31, 2025 December 31, 2024 GBP:USD 1.33779 1.28107 HKD:USD 0.12819 0.12825 CHF:USD 1.23747 1.13342 EUR:USD 1.15596 NA Average exchange rate 1.15596 NA Net income (loss) per share of common stock Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is computed by dividing the net income (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding plus the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued using the treasury stock method. For diluted net income (loss) per share, when the Company has a net loss, the weighted average number of shares of common stock is the same as for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. 10 For participating securities such as our preferred stock, basic and diluted net loss per share attributable to common shareholders is presented in conformity with the two-class method, an earnings allocation method that determines net income (loss) per share (when there are earnings) for common stock and participating securities. No income was allocated to the participating securities for the three and nine months ended December 31, 2025 and 2024 as results of operations were a loss and basic and diluted weighted-average shares are the same in the loss per share calculation for both periods. Potentially dilutive stock options and securities excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive are as follows: SCHEDULE OF ANTIDILUTIVE SECURITIES FOR BASIC AND DILUTED NET INCOME (LOSS) PER SHARE December 31, 2025 December 31, 2024 Options to acquire common stock 829,666 1,196,550 Restricted stock units to acquire common stock 1,772,283 741,667 Warrants to acquire common stock 3,843,940 66,700 Series AA convertible preferred stock (see Note 13) 4,624,605 - Antidilutive securities 11,070,494 2,004,917 Recently issued accounting pronouncements ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Clarifying the Effective Date (“ASU 2025-01”) clarifies the effective date of ASU 2024-03 is for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and disclosures. NOTE 3. INVENTORIES The following table details the primary categories of inventories as of: SCHEDULE OF INVENTORIES December 31, 2025 March 31, 2025 Finished goods (1) $ 5,707 $ 3,326 Raw materials 830 807 Finished goods on consignment (1) 719 391 Goods in transit 106 32 Total inventories 7,362 4,556 Inventory reserve ( 2,769 ) ( 2,989 ) Total inventories, net $ 4,593 $ 1,567 1 Certain prior period presentation of these categories were reclassified to ensure comparability with current period presentation. NOTE 4. PREPAID AND OTHER CURRENT ASSETS The following table details the primary categories of prepaid and other currents assets as of: SCHEDULE OF PREPAID AND OTHER CURRENT ASSETS December 31, 2025 March 31, 2025 Deposits and prepayments $ 933 $ 1,621 Other receivables 749 466 Marketing services 185 578 Unbilled accounts receivable 98 147 Total prepaid and other current assets $ 1,965 $ 2,812 11 NOTE 5. ACCRUED EXPENSES The following table details the primary categories of accrued expenses as of: SCHEDULE OF ACCRUED EXPENSES December 31, 2025 March 31, 2025 Accrued expenses 1 $ 1,369 $ 1,289 Accrued import duties 434 228 Indirect taxes 1 435 437 Accrued payroll and payroll taxes 1 604 1,621 Returns provision 853 594 Merchant credit 65 64 Total $ 3,760 $ 4,233 1 Certain prior period presentation of these categories were reclassified to ensure comparability with current period presentation. NOTE 6. DEBT Short-Term Borrowings During the nine months ended December 31, 2025, the Company entered into business loan and security agreements (the “2026 Term Loans”) with the same lender as the Term Loans entered into during fiscal year 2025 for short-term loans that mature 30-weeks from the date of a borrowing. No amount of repaid borrowings may be reborrowed. The Company borrowed a gross amount of $ 1,988 , net of fees of $ 658 which was recorded as a debt discount and is being amortized over the term of the 2026 Term Loans. The 2026 Term Loans and the outstanding balance owed on the fiscal year 2025 Term Loans at March 31, 2025 are collectively referred to as the “Term Loans”. During the nine months ended December 31, 2025 and 2024, the Company made total repayments on the Term Loans of $ 4,725 and $ 3,846 , respectively. During the three and nine months ended December 31, 2025, the Company amortized $ 251 and $ 1,544 , respectively, of the debt discount to interest expense. During the three and nine months ended December 31, 2024, the Company amortized $ 979 and $ 1,160 , respectively, of the debt discount to interest expense. During the three and nine months ended December 31, 2024, the Company received an early payment discount of $ 179 that was recorded as a cancelled debt discount in the same amount. As of December 31, 2025 and March 31, 2025, the Company had outstanding borrowings of $ nil and $ 2,738 , respectively, and an unamortized debt discount of $ nil and $ 887 , respectively, resulting in a net balance of $ nil and $ 1,851 , respectively. Related Party Notes During May 2025, the Company entered into a promissory note (the “May 2025 Related Party Note”) with an entity controlled by the Chairman of the Company’s board of directors to borrow $ 500 . The May 2025 Related Party Note matures on December 31, 2025 and permits the Company to prepay the note in full without penalty at any time. If an Event of Default, as defined in the May 2025 Related Party Note, occurs, the outstanding principal and accrued interest becomes due and payable immediately. Concurrently, with the closing of an offering in September 2025 (see Note 7), the May 2025 Related Party Note and accrued unpaid interest totaling $ 508 was extinguished through the issuance of 1,692,694 shares of the Company’s common stock at a per share price of $ 0.30 . The issuance of shares was approved and determined to be on terms and conditions at arm’s length as the share price was the same price extended to third parties as part of a share offering that closed on the same day (see Note 7). During August 2025, the Company received $ 3,390 from one of its principal shareholders (a related party) in exchange for an unsecured promissory note that matures on March 9, 2026 (the “First August 2025 Related Party Note”), and $ 1,700 from two of its principal shareholders (related parties) in exchange for an unsecured promissory note that matures on August 18, 2030 (the “Second August 2025 Related Party Note”, collectively with the First August 2025 Related Party Note, the “August 2025 Related Party Notes”). 12 In consideration for providing the August 2025 Related Party Notes, the Company issued the principal shareholder 652,253 restricted stock units of the Company’s common stock, with 521,802 restricted stock units vesting immediately and 130,451 restricted stock units vesting over the term of the August 2025 Related Party Notes. The fair value of the restricted stock units was $ 305 , as determined by the average closing price of the Company’s common stock for the five trading days immediately preceding the issuance of the August 2025 Related Party Notes, and was recorded as a debt discount and is being amortized over the terms of the August 2025 Related Party Notes. The August 2025 Related Party Notes permit the Company to prepay the note in full without penalty at any time. If an Event of Default, as defined in the August 2025 Related Party Notes, occurs, the outstanding principal and accrued interest becomes due and payable immediately. If the Company prepays the notes, the unvested restricted stock units would vest proportionately with the amount of the prepayment. During the three and nine months ended December 31, 2025, the Company amortized $ 41 and $ 139 , respectively, of the debt discount to interest expense. As of December 31, 2025, the Company has outstanding borrowings of $ 5,090 and an unamortized discount of $ 166 resulting in a net balance of $ 4,924 , of which $ 3,319 is current. During the three and nine months ended December 31, 2025, the Company incurred and paid interest on the August 2025 Related Party Notes totaling $ 153 . As of December 31, 2025, there were no amounts of accrued but unpaid interest on the August 2025 Related Party Notes. Trade Finance Facility The Company repaid $ 2,495 on the trade finance facility in June 2025, and the facility was terminated in August 2025. NOTE 7. SHAREHOLDERS’ EQUITY Sale of Common Stock Public Offering: On June 30, 2025, the Company closed a public offering of 10,000,000 shares of its common stock at an offering price of $ 0.30 per share (the “Offering”), pursuant to its registration statement on Form S-3 (File No. 333-285612) for aggregate net proceeds of approximately $ 2,538 , after deducting underwriting discounts and commissions and estimated offering expenses. The underwriters were also granted a 45-day option to purchase up to an additional 1,500,000 shares of common stock and/or pre-funded warrants to cover over-allotments, if any. On July 21, 2025, the over-allotment option was partially exercised by the underwriters for an additional 313,128 shares of the Company’s common stock, generating net proceeds of approximately $ 83 , after deducting underwriting discounts and commissions and estimated offering expenses. In connection with the Offering, the Company issued to the representative of the underwriters, warrants to purchase up to 500,000 shares of common stock at an exercise price of $ 0.375 per share (the “June 2025 Warrant”). The June 2025 Warrant is exercisable beginning on the date of issuance and expires five years thereafter. The June 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $ 5 using the Black-Scholes option-pricing model with the following assumptions: volatility of 60 %, risk-free rate of 4.2 %, annual dividend yield of 0.0 % and expected life of five years . In connection with the underwriter’s exercise of the over-allotment option, the Company issued the representative of the underwriters from the Offering a warrant to purchase up to 15,656 shares of the Company common stock at an exercise price of $ 0.375 (the “July 2025 Warrant”). The July 2025 Warrant is exercisable beginning on the date of issuance and expires five years thereafter. The July 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $ 74 using the Black-Scholes option-pricing model with the following assumptions: volatility of 113 %, risk-free rate of 4.2 %, annual dividend yield of 0.0 % and expected life of five years . The holder of the June 2025 Warrants and July 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 4.99% (which may be increased to 9.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company. 13 Securities Purchase Agreement: On August 27, 2025, the Company entered into a securities purchase agreement (the “August SPA”) to issue and sell 3,172,858 shares of its common stock (the “August SPA Shares”) at a per share price of $ 0.46822 , which represents the average closing price of the Company’s common stock for the five trading days immediately preceding the sale, and a warrant to purchase up to 3,204,908 shares of its common stock (the “August 2025 Warrant Shares”, and together with the August SPA Shares, the “August SPA Securities”) at an exercise price of $ 0.46822 per share (the “August 2025 Warrant”) for aggregate net proceeds of approximately $ 1,429 , after deducting direct offering expenses. The August 2025 Warrant is exercisable beginning on the date of issuance and expires three years thereafter. The August 2025 Warrant can be exercised on a cashless basis if the shares underlying the August 2025 Warrant are not registered at the time it is exercised. The August 2025 Warrant was determined to be an equity classified warrant and fair value was calculated as $ 1,125 using the Black-Scholes option-pricing model with the following assumptions: volatility of 113 %, risk-free rate of 4.2 %, annual dividend yield of 0.0 % and expected life of three years . The holder of the August 2025 Warrants shall not have the right to convert any portion of the respective warrants to the extent that after giving effect to such conversion the holder of the respective warrants, together with any affiliates, would beneficially own in excess of 9.99% (which may be increased to 19.99% at the holder’s sole discretion) of the number of common shares outstanding immediately after giving effect to such conversion. Any increase to the beneficial ownership limitation will not be effective until the 61st day after notice is received by the Company. Beginning in August 2026, the Company may, at its sole discretion, require the holder of the August 2025 Warrant to exercise the warrant in full on a specified date (the “Mandatory Exercise Date”), provided that, prior to and as of the Mandatory Exercise Date (a) the closing price of the Company’s common stock has exceeded the exercise price of the August 2025 Warrant during any consecutive five trading days within a fifteen trading-day period at least once and (b) the Company has an effective registration statement registering the resale of both the August 2025 Warrant and the shares issuable upon exercise of the August 2025 Warrant. On the Mandatory Exercise Date, the beneficial ownership limitation will be automatically increased to 19.99%. If the holder of the August 2025 Warrant does not pay the amount due in cash within thirty days of the Mandatory Exercise Date, then the Company may effect, in its discretion, either (i) a cashless exercise of the August 2025 Warrants or (ii) a redemption and subsequent cancellation of the August 2025 Warrant, in exchange for $ 0.001 per warrant. Equity Line of Credit (“ELOC”): On October 7, 2025, the Company entered into an equity purchase agreement (the “ELOC”), whereby the Company has the right, but not the obligation, to direct an investor to purchase up to $ 25,000 of the Company’s common stock (the “Put Shares”), where the Company directs the investor to purchase Put Shares in increments between $5 and the lesser of (a) $500 or (b) 20.0% of the Average Daily Trading Value (as defined in the ELOC), on the terms and conditions set forth in the ELOC. The purchase price of the Put Shares will be the lesser of (i) 97.0% of the Market Price (as defined in the ELOC) or (ii) 102.0% of the Market Alternative Price (as defined in the ELOC). If the Company’s principal market is any tier of the OTC Markets on the date the investor receives the Company’s directive, the purchase price of the Put Shares will be the lesser of (i) 85.0% of the Market Price or (ii) 85.0% of the Market Alternative Price. The number of Put Shares to be purchased by the investor is subject to a beneficial ownership limitation of 4.99%. 14 The ELOC will not be effective until it is first approved by the Company’s shareholders and then approved by the Company’s board of directors. The ELOC was approved by the Company’s shareholders on January 14, 2026, but has not been approved by the Company’s Board as of the dates these condensed consolidated financial statements were issued. Once the ELOC is effective, the Company will issue the investor shares of the Company’s common stock (the “Commitment Shares”) that is determined by dividing 187,000 by the lesser of (i) the closing price of the Company’s common stock on the Trading Day (as defined in the ELOC) immediately preceding date the ELOC is approved by Company’s board of directors, or (ii) average of the five (5) closing prices of the Company’s common stock during the five Trading Days immediately preceding the date the ELOC is approved by Company’s board of directors. As of the date these condensed consolidated financial statements were issued, the approvals were not yet received. In connection with the ELOC, the Company entered into a registration rights agreement (the “ELOC RRA”) whereby the Company will file a registration statement covering the maximum number of registerable securities (as defined in the ELOC RRA) within forty-five calendar days from the date the ELOC is approved by the Company’s board of directors. The ELOC will end on the earlier of (i) the date the investor purchased $ 25,000 of Put Shares, (ii) October 7, 2027, (iii) the date of written notice of termination by the Company to the investor (per the terms and conditions set forth in the ELOC), (iv) the ELOC RRA is no longer effective after the initial effective date of the ELOC RRA, or (v) the date that the Company commences a case or any person commences a proceeding against the Company, a custodian is appointed for the company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. Shares Issued for Services The Company, from time to time, issues shares of its common stock for marketing and other services. The fair value of the shares is initially capitalized as a prepaid service cost and amortized over the service period. As of March 31, 2025, the unamortized service costs were $ 578 . During the nine months ended December 31, 2025, the Company issued 100,000 shares of common stock to a vendor for services to be rendered with a fair value of $ 62 as determined by the closing price on the day of issuance. During the nine months ended December 31, 2025 and 2024, the Company amortized $ 455 and $ 419 respectively, of the value of the shares as the services were rendered. As of December 31, 2025, the unamortized service cost was $ 185 and was included as a component of prepaid and other current assets (see Note 4). Series AA Preferred Stock Dividends Dividends on the Series AA Preferred Stock accrue daily and will be cumulative from the first day of the calendar month in which they are issued, and shall be payable monthly in arrears on the 30th day of each calendar month, at the rate of 12.0 % per annum of its original issue price, which is the equivalent to $ 0.6961 per annum per share. For the three and nine months ended December 31, 2025, the Company recorded dividends on our Series AA Preferred Stock of approximately $ 161 and $ 481 respectively. Subsequent to December 31, 2025, and following approval by the Company’s shareholders at the annual general meeting, all outstanding shares of the Series AA Preferred Stock were converted into shares of the Company’s common stock in accordance with the amended conversion terms (see Note 13). The conversion had no impact on the Company’s consolidated financial position as of December 31, 2025. 15 NOTE 8. STOCK-BASED COMPENSATION PLANS Time-based RSUs A summary of time-based RSU activity is presented below: SCHEDULE OF TIME-BASED RSU ACTIVITY Weighted- Average Grant Date Shares Fair Value Non-vested at March 31, 2025 600,000 $ 0.99 Granted 1,363,044 0.48 Vested/deemed vested ( 190,761 ) 0.73 Forfeited - - Non-vested at December 31, 2025 1,772,283 $ 0.62 The total stock compensation expense related to vesting of time-based RSUs for the three months ended December 31, 2025 and 2024, was $ 91 and $ 285 , respectively, and for the nine months ended December 31, 2025 and 2024, was $ 167 and $ 489 , respectively, was recognized on the accompanying condensed consolidated statements of operations and comprehensive income as a component of selling, general and administrative expenses. As of December 31, 2025, the total unrecognized stock-based compensation for time-based RSUs totaled $ 1,016 and was expected to be recognized over a weighted average period of 3.2 years. Stock Options A summary of option activity is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at March 31, 2025 1,006,550 $ 2.42 2.85 $ 178 Granted 171,516 0.46 Forfeited ( 140,000 ) 2.40 Cancelled ( 208,400 ) 4.10 Exercised - - Outstanding at December 31, 2025 829,666 $ 1.80 5.73 $ 70 Vested and expected to vest at December 31, 2025 747,271 $ 2.64 5.30 $ 70 Exercisable at December 31, 2025 518,882 $ 2.91 4.04 $ 70 During August 2025, the Company re-purchased 208,400 stock options from certain directors and officers at fair value as determined by the closing price on the day of re-purchase, for cash consideration of $ 60 . The re-purchase provided for $ 37 in excess fair value of the cash consideration over the fair value of the initial options, which was recognized as compensation expense and was included as a component of selling, general and administrative expenses for the three and nine months ended December 31, 2025. The total stock compensation expense recognized related to vesting of stock options for the three months ended December 31, 2025 and 2024 was $ 54 and $ 101 , respectively and for the nine months ended December 31, 2025 and 2024 was $ 224 and $ 609 , respectively, and was recognized on the accompanying condensed consolidated statements of operations and comprehensive income as a component of selling, general and administrative expenses. As of December 31, 2025 the total unrecognized stock-based compensation for stock options was $ 375 and is expected to be recognized over a weighted average period of 2.1 years. 16 NOTE 9. WARRANTS The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2025: SCHEDULE OF COMMON STOCK ISSUABLE UPON EXERCISE OF WARRANTS OUTSTANDING Warrants Outstanding Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Underwriter Warrants $ 7.50 66,700 3.12 $ 7.50 March 2025 Warrant 1.45 56,676 4.25 1.45 June 2025 Warrant 0.38 500,000 4.50 0.38 July 2025 Warrant 0.38 15,656 4.56 0.38 August 2025 Warrant 0.47 3,204,908 2.66 0.47 $ 0.38 – 7.50 3,843,940 2.11 $ 0.43 A summary of warrant activity for the nine months ended December 31, 2025 is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted- Average Exercise Warrants Price Outstanding at March 31, 2025 123,376 $ 6.65 Granted 3,720,564 0.46 Exercised - - Forfeited - - Outstanding at December 31, 2025, all vested 3,843,940 $ 0.43 As of December 31, 2025, the intrinsic value of the outstanding warrants was $ 31 . 10. COMMITMENTS AND CONTINGENCIES Notice from NYSE – On December 17, 2024 the Company received a notification from the NYSE American LLC (the “NYSE”) stating that the Company is not in compliance with the minimum shareholders’ equity requirements of Sections 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”) requiring shareholders’ equity of $ 4,000 or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years. As of December 31, 2025, the Company had shareholders’ equity of approximately $ 1,057 and had losses in its three most recent fiscal years ended March 31, 2025. The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until June 11, 2026 to regain compliance with the Company Guide. The Company submitted a plan of action to regain compliance with the Company Guide (the “Plan”) on January 10, 2025, which the NYSE accepted on March 4, 2025. Accordingly, the Company will be able to continue its listing during the Plan period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. The notification and Plan acceptance has no immediate effect on the listing or trading of the Company’s common stock on the NYSE. The NYSE’s acceptance of the Company’s Plan does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission. 17 Legal proceedings – The Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, liability claims, employment claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections will not have a material adverse effect on its consolidated balance sheets, results of operations or cash flows. On May 14, 2025, we were named as a defendant in a lawsuit filed in the Superior Court of the State of California in and for the County of Los Angeles Central Judicial District by Amanda Archer and Archer Bytes LLC, a former public relations consultant for the Company. The complaint alleges breach of contract, and other claims and seeks specific damages of $ 600,000 and unspecified punitive damages. We believe the claims are entirely without merit and we continue to vigorously defend the matter. On October 6, 2025, the Company received notice that its former Chief Executive Officer of the Company, Mark Buckley, filed Grounds of Complaint with the UK Employment Tribunal against the Company alleging, among other things, unfair dismissal from his position. The Company filed its Grounds of Resistance to Mr. Buckley’s claims on October 30, 2025. The Company intends to continue vigorously defending the matter. The Company’s attempts to resolve the dispute will continue in parallel with the ongoing litigation. Capital commitments – The Company had $ 382 purchase obligations as of December 31 2025, related to purchase orders to factories for the manufacture of finished goods. Leases – In April 2025, a two-year lease renewal agreement was executed during April 2025 with fixed monthly payments of approximately $ 0.6 . At inception, the Company recorded a right of use asset and operating lease liability of approximately $ 18 . In October 2025, the Company notified its landlord of its intent to terminate this lease in January 2026. NOTE 11. RELATED PARTY TRANSACTIONS Consulting and Advisory Services One director and one related party of the Company provided consulting and advisory services for the Company totaling $ 191 and $ 46 for the three months ended December 31, 2025 and 2024, respectively, and totaling $ 563 and $ 139 for the nine months ended December 31, 2025 and 2024, respectively, and are included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss. As of December 31, 2025 and March 31, 2025 there were no amounts owed to either the director or the related party. 18 NOTE 12. SEGMENT REPORTING The following table includes additional information about reported segment revenue, significant segment expenses and segment measure of profitability: SCHEDULE OF SEGMENT REVENUE, SIGNIFICANT SEGMENT EXPENSES AND SEGMENT MEASURE OF PROFITABILITY Three months ended December 31, 2025 Three Months Ended December 30, 2024 Nine Months Ended December 30, 2025 Nine Months Ended December 30, 2024 Revenues, net $ 11,656 $ 11,658 $ 17,891 $ 16,466 Less: significant segment expenses: Cost of sales ( 4,148 ) ( 5,269 ) ( 6,674 ) ( 7,647 ) Selling, general and administrative expense ( 5,378 ) ( 5,954 ) ( 11,803 ) ( 12,654 ) Marketing and advertising ( 1,286 ) ( 1,034 ) ( 2,177 ) ( 2,192 ) Non-cash compensation ( 261 ) ( 694 ) ( 846 ) ( 1,517 ) Other segment items (1) ( 490 ) ( 1,188 ) ( 1,957 ) ( 1,370 ) Net income (loss) $ 93 $ ( 2,482 ) $ ( 5,566 ) $ ( 8,614 ) (1) Includes interest expense and foreign currency transactions (loss) gain. See Note 2 for revenue by geographic location. Long-lived assets excluding other non-current assets, by geography are summarized as follows: SCHEDULE OF LONG-LIVED ASSETS, EXCLUDING OTHER NON-CURRENT ASSETS, BY GEOGRAPHY December 31, 2025 March 31, 2025 United Kingdom $ 427 $ 478 Hong Kong 12 49 Total long-lived assets $ 439 $ 527 NOTE 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below or within these condensed consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Submission of Matters to a Vote of Security Holders On January 14, 2026, the shareholders holding a majority of the voting power of the Company entitled to vote as of the record date of November 21, 2025 approved a number of corporate matters. These actions included authorizing certain issuances of common stock and warrants, amending the Certificate of Incorporation to increase authorized shares, approving the ELOC, and authorizing an additional reverse stock split of the common stock at a ratio to be determined by the Company’s board of directors. Refer to the definitive information statement filed via form DEF 14A with the SEC on November 26, 2025. Series AA Preferred Stock Conversion On January 15, 2026, the Company issued 11,458,306 shares of its common stock upon conversion of all outstanding shares of Series AA Preferred Stock at a reduced conversion price of $ 0.46822 per share, as approved by the shareholders of the Company on January 14, 2026. Warrant Issuance During January 2026, the August 2025 Warrant was amended and restated to provide for (i) preemptive rights of the holder of the August 2025 Warrant to participate in future financings by the Company, pro rata, except in connection with certain issuance; (ii) the right of the holder of the August 2025 Warrant to match any proposal to provide equity or debt financing to the Company so long as the holder of the August 2025 Warrant 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 issuance. Additionally, the Company issued the holder of the August 2025 Warrant an additional Warrant (the “January 2026 Warrant”) to purchase up to an amount of shares of its common stock equal to the difference between (i) 19.99% of the number of shares of its common stock outstanding as of the closing date of the conversion of the Series A Preferred Stock and (ii) the August SPA Securities (see Note 9). Leases During January 2026, the Company entered into a lease for office premises at 5th Floor, Gramophone Works, 326 Kensal Road, London W10 5BZ, commencing January 2026. The lease has a ten-year term and includes a mutual break option after five years. Lease payments for the first five-years total approximately GBP 1,600 (approximately $ 2,151 as of December 31, 2025). The Company accounted for the lease under ASC 842 beginning on the commencement date. 19 ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Amounts in thousands, except number of countries, style count and share and per share data) Overview Perfect Moment is a luxury lifestyle brand offering high-performance skiwear and complementary apparel categories that merge technical functionality with fashion-led design. We develop collections for women, men, and children that reflect a combination of technical integrity, elevated aesthetics, and versatility across seasons and use cases. We design all products in-house and rely on a network of manufacturing partners across Europe and Asia, including China. Our merchandise is sold in over 60 countries through a combination of direct-to-consumer ecommerce, wholesale partnerships with premium retailers, select concession formats, and licensed international wholesalers. We are focused on generating long-term, brand-right growth and improving profitability. During the nine months ended December 31, 2025, we continued to scale our direct-to-consumer business, launched a new spring/summer capsule, opened a new European distribution hub in the Netherlands as part our global logistics transformation, and increased our annual style count from approximately 75 to over 200. We also implemented a tiered pricing architecture across key categories to support value perception and drive margin enhancement. We intend to grow our business over time by expanding our digital and retail footprint, diversifying our product portfolio, enhancing international reach, and pursuing selective collaborations. Our marketing efforts—both brand-building and performance-driven—are designed to increase awareness, strengthen customer engagement, and support customer acquisition and retention. Recent Developments During January 2026, the shareholders holding a majority of the voting power of the Company entitled to vote as of the record date of January 14, 2026 approved a number of corporate matters. These actions included authorizing certain issuances of common stock and warrants, amending the Certificate of Incorporation to increase authorized shares, approving the ELOC, and authorizing an additional reverse stock split of the common stock at a ratio to be determined by the Company’s board of directors During January 2026, we issued 11,458,306 shares of our common stock upon conversion of all outstanding shares of Series AA Preferred Stock at a reduced conversion price of $0.46822 per share, as approved by our shareholders. Comparability of Financial Information Our historical operations and statements of assets and liabilities may not be comparable to our operations and statements of assets and liabilities as a result of completing our IPO in February 2024 and becoming a public company. 20 Results of Operations The following tables set forth our results of operations for the: Three months ended December 31, 2025 Three months ended December 31, 2024 Change Revenue, net $ 11,656 $ 11,658 $ (2) Cost of sales 4,148 5,269 (1,121 ) Gross profit 7,508 6,389 1,119 Gross margin (1) 64.4 % 54.8 % Operating expenses: Selling, general and administrative expenses 5, 639 6,649 (1,010 ) Marketing and advertising expenses 1,286 1,034 252 Total operating expenses 6,925 7,683 (758 ) Income (loss) from operations 583 (1,294 ) 1,877 Total other expense, net (490 ) (1,188 ) 698 Net income (loss) $ 93 $ (2,482 ) $ 2,575 Other comprehensive income (loss) Foreign currency translation income (loss) 89 (28 ) 117 Comprehensive income (loss) $ 182 $ (2,510 ) $ 2,692 Nine months ended December 31, 2025 Nine months ended December 31, 2024 Change Revenue, net $ 17,891 $ 16,466 $ 1,425 Cost of sales 6,674 7,647 (973 ) Gross profit 11,217 8,819 2,398 Gross margin (1) 62.7 % 53.6 % Operating expenses: Selling, general and administrative expenses 12,649 13,871 (1,222 ) Marketing and advertising expenses 2,177 2,192 (15 ) Total operating expenses 14,826 16,063 (1,237 ) Loss from operations (3,609 ) (7,244 ) 3,635 Total other (expense) income, net (1,957 ) (1,370 ) (587 ) Net loss $ (5,566 ) $ (8,614 ) $ 3,048 Other comprehensive loss Foreign currency translation loss (45 ) (21 ) (24 ) Comprehensive loss $ (5,611 ) $ (8,635 ) $ 3,024 (1) Gross margin is defined as gross profit as a percentage of revenue, net Non-GAAP Measures We analyze operational and financial data to evaluate our business, allocate our resources, and assess our performance. In addition to total net sales, net income (loss), and other results under GAAP, the following information includes key operating metrics and non-GAAP financial measures that we use to evaluate our business. We believe that these measures are useful for period-to-period comparisons of the Company’s performance. We have included these non-GAAP financial measures in this Quarterly Report because they are key measures management uses to evaluate our operational performance, produce future strategies for our operations, and make strategic decisions, including those relating to operating expenses and the allocation of our resources. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors. Adjusted EBITDA Three months ended December 31, Nine months ended December 31, 2025 2024 2025 2024 Net income (loss), as reported $ 93 $ (2,482 ) $ (5,566 ) $ (8,614 ) Adjustments: Interest expense 455 1,046 1,963 1,241 Stock compensation expense 145 386 391 1,098 Amortization of stock-based marketing services 116 308 455 419 Depreciation and amortization 73 71 272 282 Total EBITDA adjustments 789 1,811 3,081 3,040 Adjusted EBITDA $ 882 $ (671 ) $ (2,485 ) $ (5,574 ) Adjusted EBITDA is a non-GAAP financial measure that displays our net income (loss) from continuing operations, adjusted to eliminate the effect of certain items as described below. We define Adjusted EBITDA as net income (loss) excluding interest expense, income tax benefit (expense), depreciation and amortization and stock-based compensation expense. Adjusted EBITDA is a measure that is not defined in US GAAP. We believe that it is useful to exclude these expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations in that period. We present adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts, and strategic plan; in analyzing the effectiveness of our business strategies; in evaluating potential acquisitions; in making compensation decisions; and in communications with our board of directors concerning our financial performance. The $1,553 improvement in Adjusted EBITDA for the three months ended December 31, 2025, compared to the same period in 2024, was primarily driven by a $1,119 increase in gross profit. This increase was largely attributable to improvements in gross margin, which rose from 54.8% to 64.4%, reflecting enhancements in the Company’s operating model and logistics execution. During the period, the Company benefited from continued optimization of its supply chain and fulfillment processes, including improved warehouse efficiency, more effective shipping flows, and better cost control across distribution activities. In addition, growth in partnership revenue contributed to the overall margin improvement, with partnership revenue increasing to $239 for the three months ended December 31, 2025, from $91 in the prior-year period. 21 Selling, general and administrative (SG&A) expenses decreased by $1,010 during the three months ended December 31, 2025, compared to the same period in 2024, reflecting continued cost discipline and reduced discretionary spending across most categories. The decrease was primarily driven by a reduction in stock-based compensation expense following the restructuring of our employee equity compensation program and the redundancy plan implemented in the fourth quarter of the prior fiscal year. Partially offsetting these savings were higher legal and professional fees associated with ongoing public company compliance and fundraising activities, as well as costs to support operational expansion. The Company also incurred incremental spending across key functional areas including information technology, insurance, travel, and retail operations, which were necessary to support its transition and long-term growth initiatives. Marketing and advertising expenses increased by $252 during the three months ended December 31, 2025, compared to the same period in 2024, primarily due to the timing of marketing spend. The Company increased activation and promotional activities in the quarter to support the AW25 launch relative to the prior-year period. The $3,089 improvement in Adjusted EBITDA for the nine months ended December 31, 2025, compared to the same period in 2024, was primarily driven by a $2,398 increase in gross profit, reflecting higher revenue and an increase in gross margin from 53.6% to 62.7%. The improvement in gross margin was mainly attributable to enhancements in the Company’s operating model and logistics execution, including more efficient supply chain and fulfillment processes and improved cost control. In addition, growth in partnership revenue contributed positively to gross margin, with partnership revenue increasing to $375 during the nine months ended December 31, 2025, from $91 in the prior-year period, alongside a more favorable channel and product mix. Selling, general and administrative (SG&A) expenses decreased by $1,222 for the nine months ended December 31, 2025, compared to the same period in 2024, which was primarily driven by a reduction in stock-based compensation expense following the restructuring of our employee equity program and the redundancy plan implemented in the fourth quarter of the prior fiscal year. Partially offsetting these savings were higher legal, professional, and payroll costs associated with ongoing public company compliance and fundraising activities, as well as costs to support operational expansion. Marketing and advertising expenses decreased by $15 for the nine months ended December 31, 2025, compared to the same period in 2024, primarily due to the timing of marketing spend. While the Company incurred higher activation and promotional costs in the third quarter to support the AW25 product launch, these increases were offset by lower spending in other periods, resulting in a decrease in marketing and advertising expenses on a year-to-date basis. The improvement in adjusted EBITDA demonstrates operating leverage on higher revenue and margin despite ongoing investments in infrastructure and brand development. Non-GAAP financial measures have limitations, should be considered as supplemental in nature and are not meant as a substitute for the related financial information prepared in accordance with GAAP. These limitations include the following: ● employee stock awards and common stock purchase options expense has been, and will continue to be for the foreseeable future, a significant recurring expense for the Company and an important part of our compensation strategy; ● the assets being depreciated or amortized may have to be replaced in the future, and the non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditures or other capital commitments; ● non GAAP measures do not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; ● non-GAAP measures do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; ● non-GAAP measures do not reflect changes in, or cash requirements for, our working capital needs; and ● other companies, including companies in our industry, may calculate their non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures. Because of these limitations, you should consider the non-GAAP financial measures alongside other financial performance measures, including our net income (loss) and our other financial results presented in accordance with GAAP. You are encouraged to evaluate the above adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Revenue Total revenue for the three months ended December 31, 2025 was $11,656, compared to $11,658 for the same period in 2024, a decrease of $2, or 0.0% and for the nine months ended December 31, 2025 was $17,891, compared to $16,466 for the same period in 2024, an increase of $1,425, or 8.7%. Growth for both periods was primarily driven by contributions from the new partnership channel. The year-over-year increase in revenue was primarily driven by a stronger wholesale order book and improved operational execution, which enabled more efficient fulfillment and shipment timing compared to the prior year. These enhancements reflect the Company’s ongoing focus on operational discipline and supply chain optimization, positioning it to capture additional sales opportunities over the remainder of the season. 22 Cost of sales Cost of sales for the three months ended December 31, 2025 was $4,148, compared to $5,269 for the same period in 2024, a decrease of $1,121, or 21.3% and for the nine months ended December 31, 2025 was $6,674, compared to $7,647 for the same period in 2024, a decrease of $973, or 12.7%. The decrease was primarily driven by improved inventory efficiency and disciplined cost management. We continue to focus on optimizing our supply chain and sourcing practices to support long-term margin expansion. Gross profit and gross margin Gross profit for the three months ended December 31, 2025 was $7,508, compared to $6,389 for the same period in 2024, an increase of $1,119, or 17.5%. Gross margin improved to 64.4%, up from 54.8% for the same period in 2024. This increase reflects the favorable impact of channel mix, particularly growth in higher-margin revenue streams, and our ongoing focus on disciplined pricing and supply chain reengineering. Gross profit for the nine months ended December 31, 2025 was $11,217, compared to $8,819 for the same period in 2024, an increase of $2,398, or 27.2%. Gross margin improved to 62.7%, up from 53.6% for the same period in 2024. This increase reflects the favorable impact of channel mix, particularly growth in higher-margin revenue channels, and our ongoing focus on disciplined pricing and supply chain reengineering. The margin expansion demonstrates progress toward achieving improved profitability while continuing to scale the business. Selling, general and administrative expenses (“SG&A”) SG&A expenses for the three months ended December 31, 2025 were $5,639, compared to $6,649 for the same period in 2024, a decrease of $1,010, or 15.2%. For the nine months ended December 31, 2025, SG&A expenses were $12,649, compared to $13,871 for the same period in 2024, a decrease of $1,222, or 8.8%. The decreases primarily reflect continued cost discipline and reduced discretionary spending, including lower stock-based compensation following the restructuring of our employee equity program and redundancy plan implemented in the fourth quarter of the prior fiscal year. These savings were partially offset by higher legal and professional fees related to public company compliance and fundraising activities, as well as increased payroll and operational costs to support expansion initiatives. The Company also incurred targeted increases across technology, compliance, and insurance to strengthen its operating infrastructure and scalability. Overall, SG&A expenses decreased as a percentage of revenue—improving to 48.4% from 57.0% for the three-month period and to 70.7% from 84.2% for the nine-month period—reflecting enhanced operating leverage, improved cost efficiency, and the early benefits of management’s ongoing efforts to align the cost base with revenue growth. Marketing and advertising expense Marketing and advertising expenses for the three months ended December 31, 2025 were $1,286, compared to $1,034 for the same period in 2024, an increase of $252, or 24.4 %. For the nine months ended December 31, 2025, marketing and advertising expenses were $2,177, compared to $2,192 for the same period in 2024, a decrease of $15, or 0.7%. These fluctuations primarily reflect the timing of marketing initiatives as the Company continues to better align and phase its brand and promotional activities throughout the year, rather than concentrating spend during the first half. In addition, management implemented permanent cost-saving measures through optimized agency support, improved event planning, and a greater focus on in-house capabilities, resulting in a more efficient allocation of marketing resources. 23 We remain focused on maintaining marketing efficiency while continuing to strengthen global brand awareness and customer engagement through targeted and data-driven campaigns that support both direct-to-consumer and wholesale channels. Seasonality and Quarterly Trends Our business is seasonal with revenue concentrated in northern hemisphere countries. Revenue is elevated in the quarters ending September 30, December 31 and March 31 driven by sales of ski and outerwear through the fall and winter months. In the quarter ending June 30 sales are driven by swimwear and activewear. Our growth rate fluctuates quarter-on-quarter as a result of the seasonality of our business. We expect this fluctuation to continue. In addition to seasonality, quarter-on-quarter results are expected to be impacted by the timing of goods production and delivery, promotional activities and the addition of new products and geographies as the business grows. The business is also subject to the impact of economic cycles that influence retail apparel trends. Liquidity and Capital Resources Through December 31, 2025, we have funded our operations with proceeds from the sale of common stock from the initial public offering, a public offering during December 2025, and other sales of common stock; the sale of preferred stock, alongside existing trade, invoice and shareholder financing arrangements. We have incurred recurring losses, including a net loss of $5,566 for the nine months ended December 31, 2025 and used cash in operations of $8,882 during that period. As of December 31, 2025, the Company had an accumulated deficit of $70,482. These factors raise substantial doubt about our ability to continue as a going concern for at least twelve months from the date these condensed consolidated financial statements were available to be issued. Our ability to continue as a going concern is dependent upon management of its expenses and its ability to obtain necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due, and upon profitable operations. As of December 31, 2025, we had cash and cash equivalents of $1,567. Historically, we have generated negative cash flows from operations and have primarily financed our operations through sales of equity securities, issuance of debt instruments and working capital finance facilities. We expect operating losses and negative cash flows from operations to continue into the foreseeable future as we continue to invest in growing our business and expanding our infrastructure. Our primary uses of cash include personnel and marketing expenditures, inventory, capital investment and expenditures in technology and incremental expenses arising from distribution center operating costs to support our operations and our growth. As a result of the seasonality of our business, we typically draw down on our finance facilities during summer, fall and early winter to meet a large proportion of the cost of goods associated with the manufacture of our fall/winter collection. Finance and debt factoring facilities support our working capital cycle through to the late fall/winter season when wholesale receivables are paid and ecommerce revenues increase. Our ability to fund inventory purchases, capital expenditures, and growth will depend on our ability to generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic, financial, competitive, regulatory and other conditions. Based on our current level of operations, we believe our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, will be sufficient to meet our operating requirements for at least the next 12 months, excluding financing to support production (i.e. timing of working capital). We may seek additional or alternative debt and equity financing to that set out above. If we raise equity financing, our shareholders may experience significant dilution of their ownership interests. If we conduct additional debt financing, the terms of such debt financing may be similar or more restrictive than the terms of our current financing arrangements and we would have additional debt service obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be harmed. See the sections included in our annual report filed on Form 10-K titled “Risk Factors – Risks Related to Ownership of Our Common Stock – Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our 2021 Equity Incentive Plan, could result in additional dilution of the percentage ownership of our shareholders” and “Risk Factors – Risks Related to Our Business, Our Brand, Our Products and Our Industry – We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, our management has identified and our auditors reported that there is a substantial doubt about our ability to continue as a going concern.” 24 Cash Flow Activities The following table shows summary cash flow information for the periods presented: Nine months ended December 31, 2025 2024 Consolidated statement of cash flow data: Net cash used in operating activities $ (8,882 ) $ (8,780 ) Net cash used in investing activities $ (204 ) $ (287 ) Net cash provided by financing activities $ 3,275 $ 5,321 Cash Flows Used in Operating Activities During the nine months ended December 31, 2025, operating activities used $8,882 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $5,566, non-cash adjustments totaling $3,323, and a net cash outflow from changes in operating assets and liabilities of $6,639. Net cash used in changes in operating assets and liabilities was driven primarily by an increase in inventory of $3,191, an increase in accounts receivable of $4,518, and an increase in other non-current assets of $83, and a decrease in accrued expenses of $477. These outflows were partially offset by an increase in trade payables of $1,060 and a decrease in prepaid and other current assets of $454. The increase in inventory reflects higher stock purchases to support the upcoming winter season and expanded sales channels and also improved inventory planning and purchasing timing, designed to enhance availability and support stronger sell-through performance in the second half of the fiscal year. During the nine months ended December 31, 2024, operating activities used $8,780 in cash and cash equivalents and restricted cash, primarily resulting from a net loss of $8,614, non-cash adjustments totaling $2,798 and a net cash outflow from changes in operating assets and liabilities of $2,964. Net cash used by changes in operating assets and liabilities during the nine months ended December 31, 2024 consisted primarily of an increase in inventory of $2,039, reflecting higher stock purchases to support the upcoming winter season, as well as an increase in accounts receivable of $1,740, offset by an increase in accrued expenses of $750. Cash Flows Used in Investing Activities During the nine months ended December 31, 2025, investing activities used $204 in cash and cash equivalents and restricted cash, compared to $287 for the same period in 2024, a decrease of $83, or 28.9%. The current period capital expenditures related to the opening of the new pop-up store in Verbier and preparatory investments for additional pop-up locations planned for the third quarter. These investments are consistent with the Company’s strategy to enhance brand visibility and expand its retail presence in key markets while maintaining disciplined capital allocation. Cash Flows Provided by Financing Activities During the nine months ended December 31, 2025, financing activities provided $3,275 in cash and cash equivalents, primarily attributed to $4,050 of net proceeds from the sale of our common stock, $1,330 of net proceeds from short term borrowings, and $5,590 of net proceeds from the issuance of notes payable to related parties, offset by a $4,725 repayment of short term borrowings, $2,495 repayment of trade finance facility, and $475 payment of dividends on our Series AA Convertible Preferred Stock. During the nine months ended December 31, 2024, financing activities provided $5,321 in cash and cash equivalents and restricted cash, primarily attributed to $4,604 of net proceeds from short term borrowings, $2,849 of net proceeds from trade finance facilities, and $2,000 proceeds from a convertible note, offset by a $3,846 repayment of short term borrowings, $139 payment of deferred offering costs and a $147 repayment of trade finance facilities. 25 Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may vary from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our consolidated financial statements. Our critical accounting policies, estimates, and judgements are as follows, and see Note 2. Summary of Significant Accounting Policies included in Item 8 of Part II for additional information: Revenue reserves The amount of consideration we receive and recognize as revenue, net across both wholesale and DTC channels varies with changes in sales returns and other accommodations and incentives we offer to our customers. When we give our customers the right to return products or provide other accommodations such as chargebacks and markdowns, we estimate the expected sales returns and miscellaneous claims from customers and record sales reserves to reduce revenue, net. As of December 31, 2025, our sales-related reserves were $0.9 million compared to $0.6 million as of March 31, 2025. The most significant variable affecting these reserve balances is sales levels. As a percentage of net revenue, sales-related reserves were 4.8% as of December 31, 2025, compared to 2.8% as of March 31, 2025. The reserve for customer returns is the component of our sales-related reserves most susceptible to estimation uncertainty. December 31, 2025 represents the period with the highest return reserves, reflecting the seasonality of our business and the concentration of sales in the winter period. A significant portion of revenue in December is generated through our eCommerce channel, which historically experiences higher return rates than other channels, resulting in elevated return reserves at quarter-end. These estimates are based on 1) historical rates of product returns and claims; and 2) events and circumstances that indicate changes to such historical rates are warranted, such as our customers’ inventory positions and their anticipated sell-through rates. However, actual returns and claims in any future period are inherently uncertain and thus may differ from our estimates. As a result, we adjust our estimates of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the amount of consideration becomes fixed. If actual or expected future returns and claims are significantly different than the sales reserves established, we record an adjustment to Net sales in the period in which such determination was made. Accounts Receivable and Credit Losses We make ongoing estimates relating to the collectability of accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the reserve, we consider historical levels of credit losses and significant economic developments within the retail environment that could impact the ability of our customers to pay outstanding balances and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Because we cannot predict future changes in the financial stability of our customers, actual future losses from uncollectible accounts may differ from estimates. If the financial condition of customers were to deteriorate, resulting in their inability to make payments, a larger reserve might be required. In the event we determine a smaller or larger reserve is appropriate, we would record a benefit or charge to selling, general and administrative expenses in the period in which such a determination was made. 26 Inventory Reserves The Company periodically reviews its inventory for potential excess, obsolescence, or slow-moving items and records reserves as necessary to reflect inventory at the lower of cost or net realizable value. This assessment is inherently judgmental and considers multiple factors including current inventory levels, historical and projected sales trends, seasonality, planned markdowns, and liquidation history. Management places particular focus on unsold units from prior seasons and styles that have been carried forward, taking into account their performance over time and expected sell-through. Inventory is tracked at the SKU level, and the Company’s provision methodology involves a cross-functional process with the merchandising and planning teams to identify items at risk of non-recovery. This includes analysis of aged inventory by collection season, unit sales velocity, and margin erosion. Provisions are updated quarterly and recorded in the period in which such assessments are made. Warrants We account for warrants as either equity classified or liability classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, modification, and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss. We assess the classification of our warrants at each reporting date to determine whether a change in classification between equity and liability is required. Stock-based compensation We account for share-based payments that involve the issuance of shares of our common stock to employees and non-employees and meet the criteria for share-based awards as stock-based compensation expense based on the grant-date fair value of the award. We estimate forfeitures and apply that to the stock-based compensation expense to be recognized over the period an award vests. We recognize compensation expense for awards with only service conditions on a straight-line basis over the requisite service period for the entire award. If factors change, and we utilize different assumptions including the probability of achieving performance conditions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost affects our compensation and benefits expenses. In addition to the below, see Note 11 – Stock Based Compensation to our audited consolidated financial statements for additional detail. For periods prior to the IPO, we issued stock option awards and restricted stock units to employees and non-employees under the 2021 Equity Incentive Plan (the “2021 Plan”). The fair value of each award is estimated on the date of the grant using the Black-Scholes option-pricing model in order to measure the compensation cost associated with the award. This model incorporates the following assumptions for inputs: the expected volatility in the market value of the underlying common stock, the expected term of the contractual option, the risk-free interest rate based upon quoted market yields for United State Treasury instruments with terms that were consistent with the expected term of the stock options and the expected dividend yield of the underlying common stock. The fair value of the stock awards issued to employees and nonemployees under the 2021 Plan prior to the IPO was estimated at each grant date using the Black-Scholes model which requires the input of the following subjective assumptions: (a) length of time grantees will retain their vested stock options before exercising them for employees and the contractual term of the option for nonemployees (“expected term”), (b) The volatility of our common stock price over the expected term, (c) expected dividends, (d) risk-free interest rate over the option’s expected term, and estimated forfeiture rate. A summary of our significant assumptions for the pre-IPO stock awards is as follows: ● Expected term: For employees, the expected term is determined using the “simplified” method, as prescribed by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment, to estimate on a formula basis the expected term of the Company’s employee stock options, which are considered to have “plain vanilla” characteristics. For nonemployees, the expected term represents the contractual term of the option. ● Expected volatility: The expected volatility was determined by examining the historical volatilities of a group of industry peers, as the Company did not have any trading history for our common stock prior to the IPO. ● Expected dividend yield: The expected dividend yield was based on our history and management’s current expectation regarding future dividends. ● Risk-free interest rate: The risk-free interest rate was based upon quoted market yields for the United States Treasury instruments with terms that were consistent with the expected term of the stock options. ● Estimated forfeiture rate: The expected forfeiture rate was based on our history and management’s expectation regarding future forfeitures. If factors change, and we utilize different assumptions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. Higher volatility and longer expected terms result in an increase to share-based compensation determined at the date of grant. Future share-based compensation cost will increase to the extent that we grant additional share-based awards to employees and non-employees. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost affects our selling, general and administrative expenses. In future periods, we expect share-based compensation to increase, due in part to our existing unrecognized share-based compensation and as we issue additional share-based awards to continue to attract and retain employees. Income Taxes We make assumptions, judgments and estimates to determine our current provision for income taxes, our deferred tax assets and liabilities and our uncertain tax positions. Our judgments, assumptions and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly affect our ability to utilize our net operating loss carryforwards. Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income. Actual operating results and the underlying amount and category of income in future years could cause our current assumptions, judgments and estimates of recoverable net deferred tax assets to be inaccurate. Changes in any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, which could materially affect our financial position, results of operations or cash flows. Our assumptions, judgement and estimates relative to uncertain tax positions take into account whether a tax position is more likely than not to be sustained upon examination by the relevant taxing authority based on the technical merits of the position and the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly affect our ability to utilize our net operating loss carryforwards. 27 Contingencies We are involved in legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities when a loss is assessed to be probable and its amount is reasonably estimable. If it is reasonably possible that a material loss could occur through ongoing litigation, we provide disclosure in the footnotes to our financial statements. Assessing probability of loss and estimating the amount of probable losses requires analysis of multiple factors, including in some cases judgments about the potential actions of third-party claimants and courts. Should we experience adverse court judgments or should negotiated outcomes differ to our expectations with respect to such ongoing litigation it could have a material adverse effect on our results of operations, financial position, and cash flows. Recent Accounting Pronouncements For recent accounting pronouncements, see Note 2 of our audited consolidated financial statements included in this Quarterly Report and Note 2 of our unaudited condensed consolidated financial statements included in this Form 10-Q. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risks in the ordinary course of our business. These risk primarily include: Interest rate risk The fair value of our cash equivalents, held primarily in cash deposits, have not been significantly impacted by increases or decreases in interest rates to date, due to the short-term nature of these instruments. The interest expense associated with our letter of credit trade finance facility is composed of a fixed spread over HIBOR or SOFR. The interest rate associated with our short-term borrowings is a fixed rate also. We are exposed to interest rate risk where the interest expense associated with our financing arrangements is depending upon HIBOR or SOFR, a floating reference rate, or in the event that the fixed interest rate associated with our financing arrangements is increased upon roll-over of the financing arrangement at its contractual maturity. Fluctuations in interest rates have not been significant to date. We do not expect that interest rates will have a material impact on our results of operations, owing to the size and short-term nature of the floating rate financing arrangements. Inflation risk We are beginning to observe increases in our costs of goods sold, in particular, transportation costs. If these cost increases are sustained and we become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability to do so could harm our business, results of operations or financial condition. Foreign exchange risk To date, revenue has primarily been generated in U.S. dollar, U.K. pound sterling and euro. As a result, our revenue may be subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in U.K. pound sterling and euros relative to the U.S. dollar. Our foreign exchange risk is less pronounced for our cost of sales as our cost of goods sold is predominantly U.S. dollar denominated. Our selling, general and administrative expenses are primarily made up of U.S. dollar, Hong Kong dollar, U.K. pound sterling and euro amounts. Although a portion of our non-U.S. dollar costs offset non-U.S. dollar revenue, a currency mismatch arises as to the amount and timing of our different currency cash flows. To date, we have not hedged our foreign currency exposure. We will continue to monitor the impact of foreign exchange risk and review whether to implement a hedging strategy to minimize this risk in future accounting periods. Hedging strategies where implemented are unlikely to completely mitigate this risk. To the extent that foreign exchange risk is not hedged it may result in harm to our business, results of operations and financial condition. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK For quantitative and qualitative disclosures regarding market risks in our portfolio, see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk” above. 28 ITEM 4 - CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. 29 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS For information regarding legal proceedings, refer to Note 10, “ Commitments and Contingencies” in the Notes to our Condensed Consolidated Financial Statements, which is incorporated herein by reference. ITEM 1A. RISK FACTORS Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described below and those described in “Part I, Item 1A. Risk Factors” in the Form 10-K and “Part II, Item 1A. Risk Factors” in the Form 10-Q for the quarter ended June 30, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than as set forth below, there were no material changes to the risks and uncertainties described in the section titled “Risk Factors” in Part I, Item 1A of the Form 10-K for our fiscal year ended March 31, 2025 and in Part II, Item 1A of the Form 10-Q for our quarters ended June 30, 2025 and September 30, 2025. We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, our management has identified and our auditors reported that there is a substantial doubt about our ability to continue as a going concern. We intend to rely on debt and equity financing for working capital until positive cash flows from operations can be achieved, which may never occur. These matters raise substantial doubt about our ability to continue as a going concern. Based upon our current operating plan and assumptions, we expect that our existing cash balances and expected cash flows from operations, alongside the continuance of our existing financing arrangements, will be sufficient to fund our operations for at least the next 12 months, excluding financing to support production (i.e. timing of working capital). However, our operating plan may change, and our assumptions may prove to be wrong, as a result of many factors currently unknown to us, and we could use our available capital resources sooner than we expect. We may need to seek additional funds sooner than planned, through public or private equity or debt financings or other third-party funding or a combination of these approaches. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or based upon specific strategic considerations. Any additional capital-raising efforts may divert our management’s attention from the operation of our business. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to obtain sufficient amounts of additional capital, when and if we require it, we may be required to reduce the scope of our operations, which could harm our business, financial condition and results of operations. Our consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The report of our independent registered public accounting firm that accompanies our audited consolidated financial statements for the fiscal years ended March 31, 2025 and March 31, 2024 contains a going concern explanatory paragraph in which such firm stated that there is substantial doubt about our ability to continue as a going concern. Our consolidated financial statements contained in this quarterly report do not include any adjustments that might result if we are unable to continue as a going concern. If we are unable to continue as a going concern, holders of our securities might lose their entire investment. These factors, among others, may make it difficult to raise any additional capital and may cause us to be unable to continue to operate our business. 30 Our financial results and ability to grow our business may be negatively impacted by global events beyond our control. We operate distribution and warehousing facilities and offices around the world and substantially all of our manufacturers are located outside of the United States. We are subject to numerous risks and global events beyond our control which could negatively impact consumer spending or our own operations or operations of our customers or business partners, and therefore our results of operations, including: changes in diplomatic and trade relationships, trade policy or actions of foreign or U.S. governmental authorities impacting trade and foreign investment; inflation; military conflict; political or labor unrest; terrorism; public health crises, disease epidemics or pandemics; natural disasters and extreme weather conditions, which may increase in frequency and severity due to climate change; economic instability resulting in the disruption of trade from foreign countries; the imposition of new laws, regulations and rules, including those relating to sustainability and climate change, data privacy, labor conditions, minimum wage, quality and safety standards and disease epidemics or other public health concerns; and changes in local economic conditions in countries where our stores, customers, manufacturers and suppliers are located. These risks could hamper our ability to sell products, negatively affect the ability of our manufacturers to produce or deliver our products or procure materials and increase our cost of doing business generally, any of which could have an adverse effect on our results of operations, profitability, cash flows and financial condition. In the event that one or more of these factors make it undesirable or impractical for us to conduct business in a particular country, our business could be adversely affected. We rely on a limited number of third-party suppliers to provide high quality raw materials. Our products require high quality raw materials, including down, softshell, wool, neoprene, and cotton. We do not manufacture our products or the raw materials for them and rely instead on suppliers. Many of the specialty fabrics used in our products are technically advanced textile products developed and manufactured by third parties and may be available, in the short-term, from only one or a limited number of sources. We have no long-term contracts with any of our suppliers or manufacturers for the production and supply of our raw materials and products, and we compete with other companies for fabrics, other raw materials, and production. During the nine months ended December 31, 2025 and the year ended March 31, 2025, our largest single manufacturer, produced approximately 29% and 39% of our products, respectively, and majority of our products were manufactured in China. For the nine months ended December 31, 2025 and the year ended March 31, 2025, the largest single supplier, produced approximately 56% and 46% of the fabric for our products, respectively. During the nine months ended December 31, 2025 and the year ended March 31, 2025, approximately 3% and 37% of our fabrics originated from Japan, respectively, and 84% and 62% from China, respectively. We also source other raw materials which are used in our products, including items such as content labels, elastics, buttons, clasps and drawcords from suppliers located predominantly in the Asia Pacific region. The price of raw materials depends on a wide variety of factors largely beyond the control of the Company. A shortage, delay or interruption of supply for any reason, could negatively impact our ability to fulfill orders and have an adverse impact on our financial results. In addition, while our suppliers, in turn, source from a number of sub-suppliers, we rely on a very small number of direct suppliers for certain raw materials. As a result, any disruption to these relationships could have an adverse effect on our business. Events that adversely affect our suppliers could impair our ability to obtain inventory in the quantities and at the quality that we require. Such events include difficulties or problems with our suppliers’ businesses, finances, labor relations, ability to import raw materials, costs, production, insurance and reputation, as well as natural disasters, public health emergencies or other catastrophic occurrences. A significant slowdown in the retail industry as a whole may also result in bankruptcies or permanent closures of some of our suppliers and third-party vendors. Furthermore, there can be no assurance that our suppliers will continue to provide fabrics and raw materials or provide products that are consistent with our standards. More generally, if we need to replace an existing supplier, additional supplies or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, and any new supplier may not meet our strict quality requirements. In the event we are required to find new sources of supply, we may encounter delays in production, inconsistencies in quality and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products and quality control standards. Any delays, interruption or increased costs in the supply of our raw materials could have an adverse effect on our ability to meet customer demand for our products and result in lower revenue and profitability both in the short and long-term. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On August 27, 2025, the Company entered into a Securities Purchase Agreement with X3 Higher Moment Fund LLC (the “Investor”) to issue and sell (i) 3,172,858 shares of common stock (the “Shares”) and (ii) a warrant (the “Warrant”) to purchase up to 3,204,908 shares of Common Stock (collectively, the “Securities”) for an aggregate of $1,485,595. The per share purchase price of the Shares and the Warrant exercise price are each $0.46822, which represents the average closing price of the Company’s common stock as reported on the NYSE American for the five trading days immediately preceding the signing of the Securities Purchase Agreement. The Securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended provided in Section 4(a)(2) of the Securities Act. The Securities Purchase Agreement was approved by the shareholders of the Company on January 14, 2026. On January 15, 2026, the Company issued 11,458,306 shares of its common stock upon conversion of all outstanding shares of Series AA Preferred Stock. The shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended provided in Section 4(a)(2) of the Securities Act. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 - MINE SAFETY DISCLOSURES Not applicable. ITEM 5 - OTHER INFORMATION Insider Trading Arrangements During the quarter ended December 31, 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. 31 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 3.4 Certificate of Adoption of Bylaw Amendment 8-K 001-41930 3.1 October 10, 2025 3.5 Certificate of Amendment of Certificate Designations, Preferences, Limitations, Restrictions and Relative Rights 12.00% Series AA Convertible Preferred Stock of Perfect Moment Ltd. 8-K 001-41930 3.1 January 21, 2026 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 4.12 Form of Amendment No. 1 to Convertible Promissory Note for 2022 Debt Financing S-1 333-274913 4.7 November 6, 2023 4.13 Representative’s Warrants 8-K 001-41930 4.1 June 30, 2025 4.14 Promissory Note, Dated August 26, 2025 8-K 001-41930 10.1 August 27, 2025 4.15 Promissory Note, Dated August 26, 2025 8-K 001-41930 10.2 August 27, 2025 4.16 Form of Warrant 8-K 001-41930 4.1 August 27, 2025 4.17 Amended and Restated Promissory Note, dated October 30, 2025 8-K 001-41930 10.1 October 31, 2025 4.18 Form of Amended Warrant 1 8-K 001-41930 4.1 January 21, 2026 4.19 Form of Warrant 2 8-K 001-41930 4.2 January 21, 2026 10.1 Equity Purchase Agreement, dated October 7, 2025 between the Company and the Investor 8-K 001-41930 10.1 October 10, 2025 10.2 Registration Rights Agreement, dated October 7, 2025, between the Company and the Investor 8-K 001-41930 10.2 October 10, 2025 32 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. 33 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: February 12, 2026 By: /s/ Jane Gottschalk Jane Gottschalk President (Principal Executive Officer) Date: February 12, 2026 By: /s/ Chath Weerasinghe Chath Weerasinghe Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) 34