Perfect Moment Ltd. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on OTCQB Venture Marke (“OTCQB”) under the symbol “PMNT.” Holders of Common Stock As of June 26, 2026, there were approximately 247 holders of record of our common stock. These holders of record include depositories that hold shares of stock for brokerage firms which, in turn, hold shares of stock for numerous beneficial owners. Dividends We have never declared or paid dividends on our common stock and do not intend to pay cash dividends on our common stock for the foreseeable future. Other than with respect to the payment of dividends on our Series AA Preferred Stock as described below, we intend to retain any future earnings to fund the development and growth of our business. The payment of dividends, if any, on our common stock will rest solely within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements, financial condition, and other relevant factors. We paid monthly dividends on our Series AA Convertible Preferred Stock at the rate of 12% per annum from April 2025 through January 2026. Cumulative dividends on the Series AA Preferred Stock have been paid in full as of March 31, 2026. Recent Sales of Unregistered Securities On March 28, 2025, we issued 924,921 shares of Series AA Convertible Preferred Stock valued at $5.8005 per share and convertible into shares of common stock at a conversion price of $5.00 per share in accordance with executed securities purchase agreements. We also issued 56,676 warrants to purchase shares of common stock with an exercise price of $1.45 per share to the placement agent as part of the fees associated with this offering. Pursuant to the said offering, the Company received gross proceeds of $5,365,000 before fees and other expenses associated with the transaction. 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 New York Stock Exchange (“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. On March 30, 2026, the Company entered into a loan agreement (the “Loan”) with X3 Higher Moment Fund LLC as agent for X3 Higher Moment Fund LLC (“X3”) and Krane Capital, LLC (“Krane Capital” and together with X3 the “Lenders”) from time to time party thereto in an aggregate principal amount of $10,000,000. In connection with the Loan, the Company will issue to X3 warrants (the “X3 Warrants”) to purchase 1,864,753 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $0.46822 per share. The X3 Warrants shall expire at 5:00 p.m., Eastern time, on August 27, 2028. On May 8, 2026, the Company consummated a securities purchase agreement with Krane under which it issued 6,060,606 shares of its common stock at a purchase price of $0.33 per share and warrants to purchase up to 8,276,944 shares of its common stock at an exercise price of $0.40 per share and expiring on August 27, 2028 for gross proceeds of $2,000 (the “May 2026 Securities Purchase Agreement”). In connection with the May 2026 Securities Purchase Agreement, the Company issued warrants to purchase up to 1,864,753 shares of its common stock at an exercise price of $0.46822 per share and expiring on August 27, 2028 to X3 expiring on August 27, 2028. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. [RESERVED]