Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on August 27, 2025, Perfect Moment Ltd. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") with X3 Higher Moment Fund LLC (the "X3") to issue and sell (i) 3,172,858 shares (the "Shares") of common stock, $0.0001 par value per share of the Company (the "Common Stock") and (ii) a warrant (the "Warrant 1") to purchase up to 3,204,908 shares of Common Stock ("Warrant 1 Shares", and together with the Shares, the "Securities"). The Securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided in Section 4(a)(2) of the Securities Act.

Warrant 1 contains a beneficial ownership limitation, which provides that the total number of Warrant 1 Shares issuable upon exercise of Warrant 1 may not exceed 9.99% of the Company's issued and outstanding Common Stock (the "X3 Beneficial Ownership Limitation"). However, upon at least 61 days' notice to the Company, X3 may increase or decrease such X3 Beneficial Ownership Limitation, not to exceed 19.99% of our issued and outstanding Common Stock (the "X3 Exchange Cap"), provided that such X3 Exchange Cap will not apply if we obtain stockholder approval to issue the shares of Common Stock in excess of such X3 Exchange Cap.

On January 14, 2026, at the Company's Annual Meeting of Stockholders (the "Annual Meeting"), the Company obtained the required stockholder approval, as further described in Item 5.07 of this Current Report on Form 8-K.

As such, Warrant 1 has been amended and restated to provide for: (i) preemptive rights of X3 to participate in future financings by the Company, pro rata, except in connection with certain excluded issuances; (ii) the right of X3 to match any proposal to provide equity or debt financing to the Company so long as X3 holds at least 4.99% of the outstanding common stock of the Company; and (iii) weighted average anti-dilution price protection, with customary carve outs including for the excluded issuances (the foregoing, collectively, the "Amended Warrant 1"). Additionally, the Company issued to X3 an additional warrant ("Warrant 2", together with Amended Warrant 1, the "New Warrants") to purchase up to an amount of shares of Common Stock ("Warrant 2 Shares", together with the Warrant 1 Shares, the "Warrant Shares") equal to the difference between (i) 19.99% of the number of shares of Common Stock of the Company outstanding as of the closing date of the conversion of the 12.00% Series AA Convertible Preferred Stock of the Company ("Series AA Preferred") and (ii) the Securities.

The foregoing descriptions of the Amended Warrant 1 and Warrant 2 do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Warrant 1 and Warrant 2 filed as Exhibit 4.1 and Exhibit 4.2, respectively, hereto and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

Warrant Shares

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The New Warrants and Warrant Shares are being offered and sold by the Company in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided in Section 4(a)(2) of the Securities Act.

Automatic Conversion of Series AA Convertible Preferred Stock

As of January 15, 2026, the Company issued an aggregate of 11,458,306 shares of Common Stock (the "Series AA Converted Shares") to the holders ("Holders") of Series AA Preferred. The Series AA Converted Shares were issued pursuant to the automatic conversion of 924,921 shares of Series AA Preferred, which constituted all issued and outstanding shares of Series AA Preferred.

The Series AA Preferred was originally issued to the Holders pursuant to a Securities Purchase Agreement, dated March 28, 2025, between the Company and the Holders.