PMNT.AMEXPerfect Moment LTD
10-K: Perfect Moment Ltd. Reports FY26 Results, Delisted from NYSE American
Sentiment:
Annual Report
Perfect Moment Ltd. announced its fiscal year 2026 results, highlighting revenue growth and improved gross margins, while also confirming its delisting from NYSE American and subsequent trading on the OTCQB Venture Market.
Capital raiseThe company has a history of funding operations through proceeds from the sale of common stock from equity financings, including the sale of common stock and preferred stock.The company may need to seek additional capital through public or private equity or debt financings.The company has a line of credit available up to $10,000,000.The company entered into a convertible secured promissory note for $2,000,000 in December 2024.The company entered into an equity purchase agreement (ELOC) for up to $25,000,000 of common stock.
Worse than expectedThe company reported a net loss of $7.13 million for the fiscal year ended March 31, 2026.The company has a history of losses and a substantial doubt about its ability to continue as a going concern.The company's common stock has been delisted from NYSE American and now trades on the OTCQB Venture Market, which may reduce liquidity and investor interest.
Summary
- Perfect Moment Ltd. reported revenue of $23.6 million for the fiscal year ended March 31, 2026, an increase of 9.8% from the prior year.
- Gross profit increased by 53.0% to $15.96 million, with gross margins improving significantly from 48.5% to 67.6%.
- Selling, general, and administrative (SG&A) expenses decreased by 13.1% to $17.97 million, contributing to an improved Adjusted EBITDA of $(3.49) million from $(11.31) million in the prior year.
- The company experienced a net loss of $7.13 million for the fiscal year.
- Perfect Moment Ltd. was delisted from NYSE American effective June 18, 2026, and now trades on the OTCQB Venture Market under the symbol PMNT.
- The company's headquarters are located in London, England, with a lease commencing January 1, 2026.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this filing as negative due to the company's continued net loss, going concern issues, and delisting from NYSE American, despite improvements in gross margin and revenue.
Positives
- Revenue increased by 9.8% to $23.6 million for FY2026.
- Gross profit saw a substantial increase of 53.0% to $15.96 million.
- Gross margin improved significantly to 67.6% from 48.5% in the prior year, driven by supply chain efficiencies, improved sourcing, disciplined pricing, and cost optimization.
- Selling, general, and administrative expenses decreased by 13.1% to $17.97 million, reflecting cost discipline.
- Adjusted EBITDA improved by $7.81 million, moving from $(11.31) million to $(3.49) million.
- Wholesale revenues grew by 42.3% to $14.39 million.
- Partnership revenues increased by 59.5% to $0.89 million.
Negatives
- The company reported a net loss of $7.13 million for the fiscal year ended March 31, 2026.
- Ecommerce revenues decreased by 17.9% to $8.26 million, attributed to a strategic shift away from year-round promotional discounting and targeted off-price initiatives.
- Retail revenues decreased significantly by 91.1% to $0.07 million, reflecting a rationalization of the direct retail footprint.
- The company has a history of losses and a substantial doubt about its ability to continue as a going concern, with a stockholders deficit of $686,000 as of March 31, 2026.
- The company's common stock has been delisted from NYSE American and now trades on the OTCQB Venture Market, which may reduce liquidity and investor interest.
- Chath Weerasinghe, CFO, resigned effective three months from June 11, 2026.
- Three directors (Berndt Hauptkorn, Tim Nixdorff, and Adam Epstein) resigned in June 2026 due to disagreements with management and the Board.
Risks
- Substantial doubt about the company's ability to continue as a going concern due to recurring losses and a stockholders deficit.
- Dependence on maintaining and enhancing brand strength, as failure to do so could adversely affect sales.
- Reliance on wholesale partners, and any failure to maintain or develop these relationships could harm the business.
- Vulnerability to downturns in the global economy, which could impact discretionary spending on luxury items.
- Significant seasonality and variability in financial performance, concentrated in the second, third, and fourth fiscal quarters.
- Limited operating experience and brand recognition in new international markets, potentially hindering expansion.
- Dependence on key personnel, with the potential loss of senior management services impacting business operations.
- Fluctuating costs of raw materials could increase the cost of goods sold.
- Reliance on a limited number of third-party manufacturers and raw material suppliers.
- Potential harm to the distribution system if problems arise, impacting product delivery and customer expectations.
- Risk of data security breaches and cybersecurity events leading to operational disruption or financial losses.
- Competitors imitating fabrics and manufacturing technology, potentially leading to lower prices and reduced revenue/profitability.
- Delisting from NYSE American and trading on OTCQB may adversely affect stock liquidity, market price, and capital raising ability.
- Stock price volatility could prevent shareholders from selling shares at or above their purchase price.
- Potential for increased costs and delays due to supply chain compliance with legislation like the Uyghur Forced Labor Prevention Act.
- Adverse changes in trade agreements or political relationships could negatively impact operations and cash flows.
- Increasing labor costs and other factors in China could increase production costs.
- Disruption of information technology systems or network interruptions could harm business operations.
- Failure to comply with evolving data privacy laws and regulations could lead to significant penalties and reputational damage.
- Climate change and related legislative responses could adversely impact business operations and consumer demand.
Future Outlook
The company intends to grow its business by expanding its digital and retail footprint, diversifying its product portfolio, enhancing international reach, and pursuing selective collaborations. Marketing efforts are focused on increasing awareness, strengthening customer engagement, and supporting customer acquisition and retention.
Management Comments
- The improvement in gross margin demonstrates meaningful progress toward sustained profitability while continuing to scale the business.
- SG&A expenses decreased as a percentage of revenue, reflecting enhanced operating leverage, improved cost efficiency, and the early benefits of management's ongoing efforts to align the cost base with revenue growth.
- 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.
Industry Context
StockSavvy.ai notes that Perfect Moment operates in the luxury skiwear, outerwear, and active lifestyle markets, which are experiencing structural growth driven by demand for premium, functional fashion with distinct brand identities. The acceleration of online luxury sales and the increasing spending power of younger generations are key trends supporting the company's strategy.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | Chath Weerasinghe | 2026-09-11 | Resignation | |
| Director | Berndt Hauptkorn | 2026-06-12 | Resignation due to disagreements with management and the Board. | |
| Director | Tim Nixdorff | 2026-06-11 | Resignation due to disagreements with management and the Board. | |
| Director | Adam Epstein | 2026-06-13 | Resignation due to disagreements with management and the Board regarding corporate governance. |
Legal Proceedings
- Amanda Archer and Archer Bytes LLC filed a lawsuit alleging breach of contract, seeking $600,000 in damages and unspecified punitive damages.
- Mark Buckley, former CEO, filed a complaint with the UK Employment Tribunal alleging unfair dismissal.
Related Party Transactions
- Consulting and advisory services provided by Max Gottschalk (director) totaled $292,000 for FY2026.
- The company received $500,000 under a promissory note from an entity controlled by the Chairman, which was extinguished by issuing 1,692,694 shares of common stock.
- The company received $3,390,000 and $1,700,000 from principal shareholders via unsecured promissory notes, with restricted stock units issued as consideration.
- The company entered into a loan agreement for up to $10,000,000 with an investor who was a related party at the time of the agreement.
Stakeholder Impact
- Shareholders may experience dilution from future equity issuances.
- Shareholders may face reduced liquidity and greater stock price volatility due to trading on the OTCQB Venture Market.
- Investors may lose confidence in the accuracy of financial reports if internal controls are not effective.
- Employees may be affected by the company's financial performance and potential restructuring efforts.
- Suppliers may be impacted by the company's ability to manage its supply chain and meet payment obligations.
Next Steps
- Continue to scale direct-to-consumer business.
- Launch new spring/summer capsule collections.
- Implement a tiered pricing architecture.
- Expand digital and retail footprint.
- Diversify product portfolio.
- Enhance international reach.
- Pursue selective collaborations.
- Invest in marketing efforts to increase awareness and customer engagement.
Key Dates
| Date | Description |
|---|---|
| 1984-01-01T00:00:00.000Z | Thierry Donard began making apparel for his team, marking the origin of the Perfect Moment brand. |
| 2021-03-01T00:00:00.000Z | Jane Gottschalk became a member of the board of directors. |
| 2021-08-24T00:00:00.000Z | The 2021 Equity Incentive Plan was adopted by the board of directors and stockholders. |
| 2022-09-01T00:00:00.000Z | Jane Gottschalk's employment as Chief Creative Officer began. |
| 2023-10-23T00:00:00.000Z | Tracy Barwin entered into an Independent Director Agreement. |
| 2023-10-31T00:00:00.000Z | Andre Keijsers and Berndt Hauptkorn entered into Independent Director Agreements. |
| 2024-01-18T00:00:00.000Z | Tim Nixdorff entered into an Independent Director Agreement. |
| 2024-02-03T00:00:00.000Z | Chath Weerasinghe was appointed Chief Financial Officer and Chief Operating Officer. |
| 2024-02-12T00:00:00.000Z | The company consummated its initial public offering. |
| 2024-05-01T00:00:00.000Z | Max Gottschalk was appointed Executive Director. |
| 2024-05-29T00:00:00.000Z | Adam Z. Epstein was elected as a director. |
| 2024-06-11T00:00:00.000Z | The 18-month compliance plan period for NYSE American expired. |
| 2024-06-12T00:00:00.000Z | The company received notice from NYSE Regulation to commence proceedings to delist its common stock. |
| 2024-06-18T00:00:00.000Z | The company's common stock began trading on the OTCQB Venture Market. |
| 2024-07-21T00:00:00.000Z | The underwriters exercised their over-allotment option for additional shares. |
| 2024-08-27T00:00:00.000Z | The company entered into a Securities Purchase Agreement with X3 Higher Moment Fund LLC. |
| 2024-10-07T00:00:00.000Z | The company entered into an equity purchase agreement (ELOC). |
| 2024-10-10T00:00:00.000Z | The company entered into a registration rights agreement (ELOC RRA). |
| 2024-11-01T00:00:00.000Z | The company entered into an amended and restated promissory note. |
| 2024-12-06T00:00:00.000Z | The company entered into a form of convertible secured note purchase agreement. |
| 2025-01-15T00:00:00.000Z | The company issued shares of common stock upon conversion of Series AA Preferred Stock. |
| 2025-01-15T00:00:00.000Z | The company's annual general meeting was held, and Mark Buckley did not stand for re-election. |
| 2025-01-21T00:00:00.000Z | The company entered into a form of warrant and amended warrant. |
| 2025-03-01T00:00:00.000Z | The company entered into a form of amended warrant. |
| 2025-03-06T00:00:00.000Z | The company entered into a further amended and restated promissory note. |
| 2025-03-20T00:00:00.000Z | The company entered into a second further amended and restated promissory note. |
| 2025-03-28T00:00:00.000Z | The company entered into forms of securities purchase agreement and registration rights agreement. |
| 2025-03-30T00:00:00.000Z | The company entered into a loan agreement and related security and pledge agreements. |
| 2025-03-30T00:00:00.000Z | The company entered into a securities purchase agreement and registration rights agreement. |
| 2025-03-31T00:00:00.000Z | Fiscal year end. |
| 2025-04-01T00:00:00.000Z | Beginning of fiscal year 2026. |
| 2025-04-02T00:00:00.000Z | The company filed forms of securities purchase agreement, registration rights agreement, and placement agency agreement. |
| 2025-05-08T00:00:00.000Z | The company consummated a securities purchase agreement. |
| 2025-05-12T00:00:00.000Z | The company filed forms of X3 Warrant and Krane Warrant. |
| 2025-06-11T00:00:00.000Z | The 18-month compliance plan period for NYSE American expired. |
| 2025-06-12T00:00:00.000Z | The company received notice from NYSE Regulation to commence proceedings to delist its common stock. |
| 2025-06-18T00:00:00.000Z | The company's common stock began trading on the OTCQB Venture Market. |
| 2025-06-30T00:00:00.000Z | The company entered into an underwriting agreement and a securities purchase agreement. |
| 2025-07-21T00:00:00.000Z | The underwriters exercised their over-allotment option for additional shares. |
| 2025-08-27T00:00:00.000Z | The company entered into a Securities Purchase Agreement with X3 Higher Moment Fund LLC. |
| 2025-10-07T00:00:00.000Z | The company entered into an equity purchase agreement (ELOC). |
| 2025-10-10T00:00:00.000Z | The company entered into a registration rights agreement (ELOC RRA). |
| 2025-10-31T00:00:00.000Z | The company entered into an amended and restated promissory note. |
| 2025-11-14T00:00:00.000Z | The company filed standard merchant cash advance agreement and subordinated business loan and security agreement. |
| 2025-12-06T00:00:00.000Z | The company entered into a form of convertible secured note purchase agreement. |
| 2026-01-15T00:00:00.000Z | The company issued shares of common stock upon conversion of Series AA Preferred Stock. |
| 2026-01-15T00:00:00.000Z | The company's annual general meeting was held, and Mark Buckley did not stand for re-election. |
| 2026-01-21T00:00:00.000Z | The company entered into a form of warrant and amended warrant. |
| 2026-01-31T00:00:00.000Z | Chath Weerasinghe's resignation is effective three months from June 11, 2026. |
| 2026-03-06T00:00:00.000Z | The company entered into a further amended and restated promissory note. |
| 2026-03-20T00:00:00.000Z | The company entered into a second further amended and restated promissory note. |
| 2026-03-30T00:00:00.000Z | The company entered into a loan agreement and related security and pledge agreements. |
| 2026-03-30T00:00:00.000Z | The company entered into a securities purchase agreement and registration rights agreement. |
| 2026-03-31T00:00:00.000Z | Fiscal year end. |
| 2026-05-08T00:00:00.000Z | The company consummated a securities purchase agreement. |
| 2026-05-12T00:00:00.000Z | The company filed forms of X3 Warrant and Krane Warrant. |
| 2026-06-11T00:00:00.000Z | Berndt Hauptkorn resigned as a director. |
| 2026-06-11T00:00:00.000Z | Tim Nixdorff resigned as a director. |
| 2026-06-12T00:00:00.000Z | The company received notice from NYSE Regulation to commence proceedings to delist its common stock. |
| 2026-06-13T00:00:00.000Z | Adam Epstein resigned as a director. |
| 2026-06-18T00:00:00.000Z | The company's common stock began trading on the OTCQB Venture Market. |
| 2026-06-29T00:00:00.000Z | The Form 10-K was signed by officers and directors. |
Recommendation
sellThe company's continued net losses, substantial doubt about its going concern status, and delisting from NYSE American to the OTCQB market indicate significant financial distress and increased risk. While revenue and gross margins have improved, these positives are overshadowed by the fundamental financial challenges and the reduced market accessibility.
Keywords
Perfect Moment Ltd., Form 10-K, Annual Report, Luxury Skiwear, Outerwear, Lifestyle Apparel, DTC, Wholesale, Financial Results, Delisting, OTCQB, PMNT
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