Jane Gottschalk - Feb 7, 2024 Form 3 Insider Report for Perfect Moment Ltd. (PMNT)

Role: Chief Creative Officer, Director
Signature: /s/ Jane Gottschalk
Stock symbol: PMNT
Transactions as of: Feb 7, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/7/2024, 07:00 PM
Next filing: Feb 14, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PMNT	Common Stock						855K	Feb 7, 2024	By Spouse indirectly through Fermain Limited
holding	PMNT	Common Stock						171K	Feb 7, 2024	By Spouse indirectly through Joachim Gottschalk & Associates Ltd.

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PMNT	Series A Convertible Preferred Stock							Feb 7, 2024	Common Stock	2.62M		By Spouse indirectly through Fermain Limited	F1
holding	PMNT	Series A Convertible Preferred Stock							Feb 7, 2024	Common Stock	19.6K		By Spouse indirectly through Joachim Gottschalk & Associates Ltd.	F1
holding	PMNT	8% Senior Subordinated Secured Convertible Promissory Note							Feb 7, 2024	Common Stock			By Spouse indirectly through Joachim Gottschalk & Associates Ltd.	F2
holding	PMNT	Incentive Stock Options							Feb 7, 2024	Common Stock	68.2K	$3.50	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series A Convertible Preferred Stock has no expiration date and is convertible into Perfect Moment Ltd. common stock (the "Common Stock") at the holder's option, at any time and without the payment of additional consideration, on a one-for-one basis. The Series A Convertible Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon either a firm commitment underwritten public offering of Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, or by vote or written consent of at least 66 2/3% holders of the outstanding shares of the Series A Convertible Preferred Stock.
F2	The 8% Senior Subordinated Secured Convertible Promissory Note (the "Note") was originally issued on March 15, 2021. Upon the closing of a firm commitment underwritten public offering of Common Stock with aggregate gross proceeds of at least $8,000,000 and simultaneous listing of the Common Stock on the New York Stock Exchange, NYSE American or The Nasdaq Stock Market (a "Qualified IPO"), all of the outstanding principal amount of the Note, together with all accrued and unpaid interest on the Note, will automatically convert into Common Stock at a conversion price equal to 80% of the initial public offering price in the Qualified IPO.
F3	The options vested and became exercisable as follows: 22,724 shares of Common Stock underlying the options vested on 07/01/2021, 22,724 shares of Common Stock underlying the options vested on 07/01/2022 and 22,724 shares of Common Stock underlying the options vested on 07/01/2023.