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

Role
Director
Signature
/s/ Max 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 Fermain Limited
holding PMNT Common Stock 171K Feb 7, 2024 By 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 Fermain Limited F1
holding PMNT Series A Convertible Preferred Stock Feb 7, 2024 Common Stock 19.6K By Joachim Gottschalk & Associates Ltd. F1
holding PMNT 8% Senior Subordinated Secured Convertible Promissory Note Feb 7, 2024 Common Stock By Joachim Gottschalk & Associates Ltd. F2
holding PMNT Incentive Stock Options Feb 7, 2024 Common Stock 68.2K $3.50 By Spouse 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.