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 September 30, 2025

☐ 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 November 13, 2025 there were 35,221,933 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	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
PART II - OTHER INFORMATION	31
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3. Defaults Upon Senior Securities	33
Item 4. Mine Safety Disclosures	33
Item 5. Other Information	33
Item 6. Exhibits	34
Signatures	35

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.

iii

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)

	September 30, 2025			March 31, 2025
	unaudited
Assets
Current assets:
Cash and cash equivalents	$	393		$	6,159
Restricted cash		-			1,350
Accounts receivable, net		4,762			886
Inventories, net		6,736			1,567
Prepaid and other current assets		2,473			2,812
Total current assets		14,364			12,774
Long term assets:
Operating lease right of use assets		31			44
Property and equipment, net		451			483
Other non-current assets		113			36
Total assets	$	14,959		$	13,337
Liabilities and Shareholders’ Equity
Current liabilities:
Trade payables	$	4,245		$	2,594
Accrued expenses		3,028			4,233
Trade finance facility		-			2,495
Short-term borrowings, net		602			1,851
Note payable - related party, current, net		3,283			-
Operating lease obligations		30			44
Deferred revenue		1,190			264
Total current liabilities		12,378			11,481
Long term liabilities:
Note payable - related party, long-term, net		1,600			-
Total liabilities		13,978			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 September 30, 2025 and March 31, 2025		-			-
Common stock; $0.0001 par value; 100,000,000 shares authorized; 35,221,933 and 19,291,000 shares issued and outstanding as of September 30, 2025 and March 31, 2025, respectively		3			2
Additional paid-in capital		71,620			66,793
Accumulated other comprehensive loss		(67	)		(23	)
Accumulated deficit		(70,575	)		(64,916	)
Total shareholders’ equity		981			1,856
Total Liabilities and Shareholders’ Equity	$	14,959		$	13,337

The accompanying notes are an integral part of these condensed consolidated financial statements

PERFECT MOMENT LTD AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in thousands, except share and per share data)

(Unaudited)

	Three months ended September 30, 2025			Three Months Ended September 30, 2024			Six Months Ended September 30, 2025			Six Months Ended September 30, 2024

Revenues, net:	$	4,763		$	3,833		$	6,235		$	4,808
Cost of sales		1,901			1,762			2,484			2,378
Gross profit		2,862			2,071			3,751			2,430
Operating expenses:
Selling, general and administrative expenses		3,637			3,923			7,052			7,223
Marketing and advertising expenses		362			705			891			1,158
Total operating expenses		3,999			4,628			7,943			8,381
Loss from operations		(1,137	)		(2,557	)		(4,192	)		(5,951	)
Interest expense		(728	)		(188	)		(1,508	)		(194	)
Foreign currency transaction gain		25			1			41			13
Total other expense, net		(703	)		(187	)		(1,467	)		(181	)
Net loss	$	(1,840	)	$	(2,744	)	$	(5,659	)	$	(6,132	)
Dividends on Series AA Convertible Preferred Stock		(161	)		-			(320	)		-
Net loss attributable to common shareholders, basic and diluted	$	(2,001	)	$	(2,744	)	$	(5,979	)	$	(6,132	)
Basic and diluted loss per share attributable to common shareholders	$	(0.06	)	$	(0.17	)	$	(0.23	)	$	(0.39	)
Basic and diluted weighted-average number of shares outstanding		32,764,333			15,781,264			26,111,143			15,717,356
Other comprehensive losses:
Net loss	$	(1,840	)	$	(2,744	)	$	(5,659	)	$	(6,132	)
Foreign currency translation gain (loss)		89			21			(44	)		7
Comprehensive loss	$	(1,751	)	$	(2,723	)	$	(5,703	)	$	(6,125	)

The accompanying notes are an integral part of these condensed consolidated financial statements

PERFECT MOMENT LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in thousands, except share data)

(Unaudited)

For the three months ended September 30, 2025 and 2024

	Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Equity
	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 - June 30, 2024		-	$	-		15,653,449	$	1	$	57,194		$	(99	)	$	(52,365	)	$	4,731
Stock compensation expense for employee vested options		-		-		-		-		215			-			-			215
Stock compensation expense for employee vested RSUs		-		-		29,199		-		127			-			-			127
Fair value of shares issued for services		-		-		280,241		-		329			-			-			329
Foreign currency translation adjustment		-		-		-		-		-			21			-			21
Net loss		-		-		-		-		-			-			(2,744	)		(2,744	)
Balance - September 30, 2024		-	$	-		15,962,889	$	1	$	57,865		$	(78	)	$	(55,109	)	$	2,679

Balance - June 30, 2025		924,921	$	-		31,083,694	$	3	$	69,875		$	(156	)	$	(68,735	)	$	987
Stock compensation expense for employee vested options		-		-		-		-		72			-			-			72
Stock compensation expense for employee vested RSUs		-		-		-		-		40			-			-			40
Cancellation of employee vested options		-		-		-		-		(23	)		-			-			(23	)
Fair value of RSUs issued to related party as a finance cost		-		-		652,253		-		305			-			-			305
Issuance of common stock from public offering		-		-		313,128		-		83			-			-			83
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		-		-		-		-		-			89			-			89
Dividends on Series AA Convertible Preferred Stock		-		-		-		-		(161	)		-			-			(161	)
Net loss		-		-		-		-		-			-			(1,840	)		(1,840	)
Balance - September 30, 2025		924,921	$	-		35,221,933	$	3	$	71,620		$	(67	)	$	(70,575	)	$	981

For the six months ended September 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		-		-		-		-		508			-			-			508
Stock compensation expense for employee vested RSUs		-		-		29,199		-		204			-			-			204
Fair value of shares issued for services		-		-		280,241		-		329			-			-			329
Foreign currency translation adjustment		-		-		-		-		-			7			-			7
Net loss		-		-		-		-		-			-			(6,132	)		(6,132	)
Balance - September 30, 2024		-	$	-		15,962,889	$	1	$	57,865		$	(78	)	$	(55,109	)	$	2,679

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		-		-		-		-		170			-			-			170
Stock compensation expense for employee vested RSUs		-		-		-		-		76			-			-			76
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		-		-		-		-		(44	)		-			-			(44	)
Dividends on Series AA Convertible Preferred Stock		-		-		-		-		(320	)		-			-			(320	)
Net loss		-		-		-		-		-			-			(5,659	)		(5,659	)
Balance - September 30, 2025		924,921	$	-		35,221,933	$	3	$	71,620		$	(67	)	$	(70,575	)	$	981
Balance		924,921	$	-		35,221,933	$	3	$	71,620		$	(67	)	$	(70,575	)	$	981

The accompanying notes are an integral part of these condensed consolidated financial statements

PERFECT MOMENT LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Six months ended			Six months ended
	September 30, 2025			September 30, 2024
Operating activities:
Net loss	$	(5,659	)	$	(6,132	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		199			217
Bad debt expense		65			30
Inventory reserve		239			(290	)
Stock based compensation		246			712
Amortization of stock-based marketing services shares issued for services		339			111
Amortization of debt finance costs		1,391			181
Effect of changes in assets and liabilities:
Accounts receivable, net		(3,888	)		(1,435	)
Inventories, net		(5,339	)		(2,811	)
Prepaid and other current assets		55			(1,425	)
Operating lease right of use assets		33			46
Other non-current assets		(84	)		-
Operating lease obligations		(32	)		(46	)
Trade payables		1,633			2,559
Accrued expenses		(1,248	)		(359	)
Deferred revenue		912			908
Net cash used in operating activities		(11,138	)		(7,734	)
Investing activities:
Purchases of property and equipment		(169	)		(102	)
Net cash used in investing activities		(169	)		(102	)
Financing activities:
Proceeds from public offering, net		2,621			-
Proceeds from securities purchase agreement, net from related party		1,429			-
Proceeds from short-term borrowings, net		1,330			2,000
Repayment of short-term borrowings		(3,871	)		(399	)
Proceeds from trade finance facilities, net		-			906
Repayment of trade finance facility		(2,495	)		-
Proceeds from notes payable – related party		5,590			-
Payment of dividend on Series AA Convertible Preferred Stock		(266	)		-
Net cash provided by financing activities		4,338			2,507
Effect of exchange rate changes on cash		(147	)		(31	)
Net change in cash		(7,116	)		(5,360	)
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	$	393		$	2,550
Supplemental disclosures of cash flow information:
Interest paid on borrowings	$	3,651		$	399
Reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheets
Cash and cash equivalents	$	393		$	725
Restricted cash		-			1,825
Total cash, cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows	$	393		$	2,550
Supplemental disclosure of non-cash investing and financing activities:
Recognition of debt discount on short-term borrowings	$	658		$	992
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

PERFECT MOMENT LTD AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

For the three and six months ended September 30, 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 September 30, 2025, results of operations for the three and six months ended September 30, 2025 and 2024, consolidated statements of shareholders’ equity for the three and six months ended September 30, 2025 and 2024, and cash flows for the three and six months ended September 30, 2025 and 2024. The Company’s results for the three and six months ended September 30, 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 September 30, 2025, the Company has funded its operations with proceeds from the sale of common stock from the initial public offering, a public offering during September 2025, 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 $5,659 for the six months ended September 30, 2025 and used cash in operations of $11,138 during that period. As of September 30, 2025, the Company had an accumulated deficit of $70,575. 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.

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 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 consolidated financial

SEC Form 10-Q filed by Perfect Moment Ltd.