Director Epstein Adam Zachary disposed of 137,920 units of Series AA Preferred Stock and acquired 1,708,610 shares (SEC Form 4)
$PMNT
Apparel
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Perfect Moment Ltd. [ PMNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/15/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series AA Preferred Stock | 01/15/2026 | J(1) | 77,580 | D | $0 | 0 | I | By Blue Opportunity Fund, LP(2) | ||
| Common Stock | 01/15/2026 | J(3) | 961,093 | A | (4) | 961,093 | I | By Blue Opportunity Fund, LP(2) | ||
| Series AA Preferred Stock | 01/15/2026 | J(5) | 60,340 | D | $0 | 0 | I | By MAZE Focus Fund LP(6) | ||
| Common Stock | 01/15/2026 | J(7) | 747,517 | A | (4) | 747,517 | I | By MAZE Focus Fund LP(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Conversion of shares of preferred stock of Issuer held directly by Blue Opportunity Fund LP ("Blue"), which was automatically convertible into shares of common stock of Issuer pursuant to the provisions of the Certificate of Designation of the 12% Series AA Convertible Preferred Stock, as amended. |
| 2. Reporting Person is the managing member of MAZE Investments LLC, which is the general partner of Blue, and has sole investment and dispositive power over such shares. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein. |
| 3. Shares acquired pursuant to the automatic conversion of 12% Series AA Convertible Preferred Stock. See also footnotes 1 and 4. |
| 4. The 12% Series AA Convertible Preferred Stock automatically converted into common stock at the original purchase price of the Series AA Preferred Stock divided by $0.46822 for a conversion rate of $12.388 per share. |
| 5. Conversion of shares of preferred stock of Issuer held directly by MAZE Focus Fund LC ("Focus"), which was automatically convertible into shares of common stock of Issuer pursuant to the provisions of the Certificate of Designation of the 12% Series AA Convertible Preferred Stock, as amended. |
| 6. Reporting Person is the managing member of MAZE Investments LLC, which is the general partner of Focus, and has sole investment and dispositive power over such shares. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein. |
| 7. Shares acquired pursuant to the automatic conversion of 12% Series AA Convertible Preferred Stock. See also footnotes 5 and 4. |
| Remarks: |
| /s/ Adam Epstein | 01/20/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||