Item 5. Other Information
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
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.