UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
Perfect Moment Ltd. (the “Company”) reported on a Current Report on Form 8-K filed with the U.S. Securities Exchange Commission on December 17, 2024, that the NYSE American notified the Company that it was not in compliance with the minimum stockholders’ equity requirements of Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”). On June 11, 2026, the Regulatory Staff of NYSE American determined that the Company had not regained compliance with the requirements of the Company Guide by the end of the maximum 18-month compliance plan period and that the Company is therefore no longer suitable for continued listing pursuant to Section 1009(a) of the Company Guide. Although the Company has the right to appeal the Staff’s determination, the Company’s board of directors has decided that it is in the best interests of the Company and its stockholders to transition to the OTC Markets.
The Company expects that its common stock will be suspended from trading on NYSE American during the week commencing June 15, 2026, and will have its common stock commence trading on the OTCQB of the OTC Markets immediately thereafter. The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
| Item 7.01. | Regulation FD Disclosure. |
On June 12, 2026, the Company issued a press release regarding its common stock commencing trading on OTC Markets effective the week of June 15, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 12, 2026 | PERFECT MOMENT LTD. | |
| By: | /s/ Jane Gottschalk | |
| Jane Gottschalk | ||
| President | ||