UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, with zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 11, 2025, the Company received a notice from the NYSE American LLC staff that the Company was not in compliance with the independence requirements under Sections 804 and 805 of the NYSE American LLC Company Guide.
On March 26, 2025, Max Gottschalk delivered notice of his resignation from the Compensation Committee of the Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee (the “Nominating Committee”, together with the Compensation Committee, the “Committees”) of Perfect Moment, Ltd., (the “Company”) effective immediately. Mr. Gottschalk will remain the chairman of the Board of Directors. Mr. Gottschalk’s resignation from the Committees is not the result of a disagreement with the Company on any matter relating to its operations, policies or practices, but instead to ensure that the Company is in compliance with the independence requirements under Sections 804 and 805 of the NYSE American LLC Company Guide.
The Compensation Committee will be comprised of Andre Keijsers and Tim Nixdorff. The Nominating Committee will be comprised of Andre Keijsers, Berndt Hauptkorn and Tim Nixdorff. Andre Keijsers, Berndt Hauptkorn and Tim Nixdorff are each independent directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PERFECT MOMENT LTD. | ||
| Date: April 1, 2025 | By: | /s/ Chath Weerasinghe |
| Chath Weerasinghe | ||
Chief Financial Officer and Chief Operating Officer | ||