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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 31, 2025
PERFECT
MOMENT LTD.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41930 |
|
86-1437114 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
244
5th Ave
Ste 1219
New
York, NY 10001
(Address
of principal executive offices, with zip code)
315-615-6156
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
PMNT |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
Consulting
Agreement
On
February 3, 2025, Perfect Moment, Ltd. (the “Company”) and Vittorio Giacomelli entered into a consulting agreement (the “Consulting
Agreement”), effective February 3, 2025.
Mr.
Giacomelli will advise and consult the Company with respect to product strategy, product development, and innovation. The engagement
of Mr. Giacomelli’s services will be on a rolling basis, with a one-month notice period regarding termination during the first
year by either the Company or Mr. Giacomeli. For each additional year of service, the termination notice period will increase by one
month, with a cap of a three month notice period.
As
compensation for the services provided, Mr. Giacomeli will receive a fee of CHF 20,000 per month. The description of the Consulting Agreement
set forth under this Item 1.01 is qualified in its entirety by reference to the complete terms and conditions of the Consulting Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Contract
of Employment
On
February 3, 2025, the Company entered into an employment agreement (the “Employment Agreement”)with Chath Weerasinghe for
his service as Chief Financial Officer and Chief Operating Officer of the Company.
The
terms of Mr. Weerasinghe’s Employment Agreement provide for a base salary of £300,000 per year and allow for a performance
bonus of up to 50% of Mr. Weerasinghe’s annual salary subject to achieving certain performance targets. Additionally, per the terms
of the Employment Agreement, Mr. Weerasinghe will receive a sign-on bonus of £20,000, to be paid on Mr. Weerasinghe’s start
date, February 3, 2025. In addition, Mr. Weerasinghe will be entitled to participate in the Company’s 2021 Equity Incentive Plan,
with 300,000 restricted stock units (the “RSUs”) to be granted as of Mr. Weerasinghe’s start date. The RSUs will vest
over a period of four years pursuant to a Restricted Stock Unit Agreement, with 75,000 RSUs vesting on the twelve (12) month anniversary
of the start date and the remaining RSUs will vest quarterly over three years, with 18,750 RSUs vesting per quarter.
The
descriptions of the Employment Agreement and the Restricted Stock Unit Agreement set forth under this Item 1.01 are qualified in their
entirety by reference to the complete terms and conditions of the Employment Agreement and the Restricted Stock Unit Agreement which
are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Chath Weerasinghe
On
February 3, 2025, the Board of Directors (the “Board”) of the Company appointed Chath Weerasinghe as the Company’s
Chief Financial Officer and Chief Operating Officer, effective February 3, 2025.
Mr.
Weerasinghe, age 44, joins the Company from Canada Goose where he worked for about four years. Initially, Mr. Weerasinghe served
as the Senior Director of Finance & Services from 2021 to 2022, before being promoted to Vice President of Finance & Operations
in 2022. Prior to working at Canada Goose, he served as the Group Head of Finance and IT at MUJI Europe Holdings Limited from 2017 to
2021. Additionally, Mr. Weerasinghe was the European Finance and Accounting Manager at American Apparel from 2011 to 2016. Mr. Weerasinghe
holds a bachelor’s degree of applied accounting from Oxford Brooks University, a masters in business administration from the University
of East London, and he completed the INSEAD Chief Operating Officer Executive Education Program in 2024. He is also a Fellow Chartered
and Certified Accountant.
There
is no arrangement or understanding between Mr. Weerasinghe and any other person pursuant to which he was selected as Chief Financial
Officer and Chief Operating Officer, and there are no family relationships between his and any director, executive officer or person
nominated or chosen by the Company to become an executive officer. There are no transactions involving Mr. Weerasinghe to be reported
pursuant to Item 404(a) of Regulation S-K.
The
disclosures regarding Mr. Weerasinghe’s Employment Agreement and Restricted Stock Unit Agreement set forth in Item 1.01 of this
Current Report on Form 8-K with respect to Mr. Weerasinghe are incorporated herein by reference. The descriptions of the Employment Agreement
and the Restricted Stock Unit Agreement incorporated by reference in this Item 5.02 are qualified in their entirety by reference to the
complete terms and conditions of the Employment Agreement and the Restricted Stock Unit Agreement which are filed as Exhibit 10.2 and
Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Appointment
of Jane Gottschalk
On
February 3, 2025, the Board of the Company appointed Jane Gottschalk to the role of President of the Company, effective immediately.
Ms.
Gottschalk, age 51, has served, and is serving, as the Company’s Chief Creative Officer since September 2020, as a member of the
Company’s board of directors since March 2021 and as a member of Perfect Moment Asia Limited’s board of directors since May
2012. From July 2017 to September 2022, Ms. Gottschalk served as the Creative Director of Perfect Moment (UK) Limited (“PMUK”),
and since September 2022, Ms. Gottschalk has served, and is serving, as the Chief Creative Officer of PMUK. From May 2012 to September
2022, she served as Creative Director of PMA, and since September 2022, she has served, and is serving, as Chief Creative Officer of
PMA. Since August 2011, Ms. Gottschalk is also serving as Director of Jing Holdings Limited, a holding company that operates Jax Coco,
a leading coconut water brand, and from September 2012 to May 2023 served as Director of Jax Coco UK Limited. Ms. Gottschalk holds a
B.A. from University of Kent.
Other
than the job title change adding the position of President, terms of Ms. Gottschalk’s current contract of employment will not change.
There are no arrangements or understandings between Ms. Gottschalk and any other persons pursuant to which she was appointed President.
Ms. Gottschalk is married to the Chairman of the Company’s Board, Max Gottschalk.
The
Amendment to Ms. Gottschalk’s Contract of Employment is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated
herein by reference.
Termination
of Mark Buckley
On
January 31, 2025, the Company terminated Mark Buckley as Chief Executive Officer of the Company. As of the date of this filing, the Company
has not entered into a separation agreement with Mr. Buckley with respect to his termination. Mr. Buckley shall continue to serve as
a director of the Company.
Termination
of Jeff Clayborne
On
January 31, 2025, the Company terminated Jeff Clayborne, the prior Chief Financial Officer of the Company. As of the date of this filing,
the Company has not entered into a separation agreement with Mr. Clayborne with respect to his termination.
Item
7.01. Regulation FD Disclosure.
On
February 3, 2025, the Company issued a press release announcing (i) the appointment of Chath Weerasinghe as the Company’s Chief
Financial Officer and Chief Operating Officer, (ii) the appointment of Jane Gottschalk as President of the Company, and (iii) the engagement
of Vittorio Giacomelli as a consultant to the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
herein by reference.
The
information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
PERFECT
MOMENT LTD. |
|
|
|
Date:
February 6, 2025 |
By: |
/s/
Jane Gottschalk |
|
|
Jane
Gottschalk |
|
|
President |
Exhibit
10.1
Exhibit
10.2
Exhibit
10.3
PERFECT
MOMENT LTD.
2021 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
NOTICE OF RESTRICTED STOCK UNIT GRANT
Unless
otherwise defined herein, the terms defined in the Perfect Moment Ltd. 2021 Equity Incentive Plan (the “Plan”) will have
the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice
of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits,
appendices, and addenda attached hereto (the “Award Agreement”).
Participant
Name: |
|
Chath
Weerasinghe |
|
|
|
Address: |
|
[***]
|
The
undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions
of the Plan and this Award Agreement, as follows:
Grant
Number: |
|
7 |
|
|
|
Date
of Grant: |
|
February
3, 2025 |
|
|
|
Vesting
Commencement Date: |
|
February
3, 2026 |
|
|
|
Total
Number of Shares Subject to
Restricted Stock Units: |
|
300,000 |
Vesting
Schedule:
Subject
to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will be scheduled to vest in accordance
with the following schedule:
25%
(75,000) will vest on the 12 month anniversary of the Date of Grant (February 3, 2026) and the remaining 75% will vest quarterly over
the remaining 3 years in 1/16th installments of 18,750 RSUs on each quarterly vesting date
In
the event of cessation of Participant’s status as a Service Provider for any or no reason before Participant vests in the Restricted
Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will terminate immediately, unless
specifically provided otherwise in this Award Agreement or other written agreement between Participant and the Company or any of its
Subsidiaries or Parents, as applicable.
By
Participant’s signature and the signature of the representative of Perfect Moment Ltd. (the “Company”) below, Participant
and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan
and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and
all other exhibits, appendices, and addenda attached hereto, all of which are made a part of this document. Participant acknowledges
receipt of a copy of the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award
Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator
upon any questions relating to the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in
the residence address indicated below.
PARTICIPANT |
|
PERFECT
MOMENT LTD. |
|
|
|
/s/
Chath Weerasinghe |
|
/s/
Jane Gottschalk |
Signature |
|
Signature |
|
|
|
|
|
|
Chath
Weerasinghe |
|
Jane
Gottschalk |
|
|
|
|
|
|
|
|
President |
|
|
|
Address: |
|
|
|
|
|
[***] |
|
|
EXHIBIT
A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT
1. Grant
of Restricted Stock Units. The Company hereby grants to the individual (“Participant”) named in the Notice of Restricted
Stock Unit Grant of this Award Agreement (the “Notice of Grant”) under the Plan an Award of Restricted Stock Units, and subject
to the terms and conditions of this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c)
of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions
of the Plan will prevail.
2. Company’s
Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the
Restricted Stock Units will have vested in the manner set forth in Section 3 or 4, Participant will have no right to payment of any such
Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of the Company.
3. Vesting
Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will
vest in accordance with the vesting provisions set forth in the Notice of Grant, subject to Participant continuing to be a Service Provider
through each applicable vesting date.
4. Payment
after Vesting.
i. General
Rule. Subject to Section 8, any Restricted Stock Units that vest will be paid to Participant (or in the event of Participant’s
death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of Section 4(b), such vested
Restricted Stock Units will be paid in whole Shares as soon as practicable after vesting, but in each such case within sixty (60) days
following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment
of any Restricted Stock Units payable under this Award Agreement.
ii. Acceleration.
1. Discretionary
Acceleration. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance,
of the unvested Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units
will be considered as having vested as of the date specified by the Administrator. If Participant is a U.S. taxpayer, the payment of
Shares vesting pursuant to this Section 4(ii) will in all cases be paid at a time or in a manner that is exempt from, or complies with,
Section 409A. The prior sentence may be superseded in a future agreement or amendment to this Award Agreement only by direct and specific
reference to such sentence.
2. Notwithstanding
anything in the Plan or this Award Agreement or any other agreement (whether entered into before, on or after the Date of Grant), if
the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the
cessation of Participant’s status as a Service Provider (provided that such termination is a “separation from service”
within the meaning of Section 409A, as determined by the Administrator), other than due to Participant’s death, and if (x) Participant
is a U.S. taxpayer and a “specified employee” within the meaning of Section 409A at the time of such termination as a Service
Provider and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section
409A if paid to Participant on or within the six (6) month period following the cessation of Participant’s status as a Service
Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day
following the date of cessation of Participant’s status as a Service Provider, unless Participant dies following his or her termination
as a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to Participant’s estate as soon as practicable
following his or her death.
iii. Section
409A. It is the intent of this Award Agreement that it and all payments and benefits to U.S. taxpayers hereunder be exempt from,
or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Shares
issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted
to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes
of Treasury Regulation Section 1.409A-2(b)(2). However, in no event will the Company or any of its Parent or Subsidiaries have any liability
or obligation to reimburse, indemnify, or hold harmless Participant for any taxes, penalties, and interest that may be imposed, or other
costs that may be incurred, as a result of Section 409A.
5. Forfeiture
Upon Termination as a Service Provider. Unless specifically provided otherwise in this Award Agreement or other written agreement
between Participant and the Company or any of its Subsidiaries or Parents, as applicable, if Participant ceases to be a Service Provider
for any or no reason, the then-unvested Restricted Stock Units awarded by this Award Agreement will thereupon be forfeited at no cost
to the Company and Participant will have no further rights thereunder.
6. Tax
Consequences. Participant has reviewed with his or her own tax advisors the U.S. federal, state, local, and non-U.S. tax consequences
of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely
on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands
that Participant (and not the Company) will be solely responsible for Participant’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Award Agreement.
7. Death
of Participant. Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased,
be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s
estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory
to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
8. Tax
Obligations
i. Responsibility
for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer
(the “Employer”) or any Parent or Subsidiary to which Participant is providing services (together, the “Service Recipients”),
the ultimate liability for any tax and/or social insurance liability obligations and requirements in connection with the Restricted Stock
Units, including, without limitation, (i) all federal, state, and local taxes (including Participant’s Federal Insurance Contributions
Act (FICA) obligations) that are required to be withheld by any Service Recipient or other payment of tax-related items related to Participant’s
participation in the Plan and legally applicable to Participant; (ii) Participant’s and, to the extent required by any Service
Recipient, the Service Recipient’s fringe benefit tax liability, if any, associated with the grant, vesting, or settlement of the
Restricted Stock Units or sale of Shares; and (iii) any other Service Recipient taxes the responsibility for which Participant has, or
has agreed to bear, with respect to the Restricted Stock Units (or settlement thereof or issuance of Shares thereunder) (collectively,
the “Tax Obligations”), is and remains Participant’s sole responsibility and may exceed the amount actually withheld
by the applicable Service Recipient(s). Participant further acknowledges that no Service Recipient (A) makes any representations or undertakings
regarding the treatment of any Tax Obligations in connection with any aspect of the Restricted Stock Units, including, but not limited
to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement
and the receipt of any dividends or other distributions, and (B) makes any commitment to and is under any obligation to structure the
terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax Obligations
or achieve any particular tax result. Further, if Participant is subject to Tax Obligations in more than one jurisdiction between the
Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, Participant acknowledges that the applicable
Service Recipient(s) (or former employer, as applicable) may be required to withhold or account for Tax Obligations in more than one
jurisdiction. If Participant fails to make satisfactory arrangements for the payment of any required Tax Obligations hereunder at the
time of the applicable taxable event, Participant acknowledges and agrees that the Company may refuse to issue or deliver the Shares.
ii. Tax
Withholding and Default Method of Tax Withholding. When Shares are issued as payment for vested Restricted Stock Units, Participant
generally will recognize immediate U.S. taxable income if Participant is a U.S. taxpayer. If Participant is a non-U.S. taxpayer, Participant
will be subject to applicable taxes in his or her jurisdiction. The minimum amount of Tax Obligations which the Company determines must
be withheld with respect to this Award (“Tax Withholding Obligation”) will be satisfied by Shares being sold on Participant’s
behalf at the prevailing market price pursuant to such procedures as the Administrator may specify from time to time, including through
a broker-assisted arrangement (it being understood that the Shares to be sold must have vested pursuant to the terms of this Award Agreement
and the Plan). The proceeds from the sale will be used to satisfy Participant’s Tax Withholding Obligation arising with respect
to this Award. In addition to Shares sold to satisfy the Tax Withholding Obligation, additional Shares will be sold to satisfy any associated
broker or other fees. Only whole Shares will be sold to satisfy any Tax Withholding Obligation. Any proceeds from the sale of Shares
in excess of the Tax Withholding Obligation and any associated broker or other fees will be paid to Participant in accordance with procedures
the Company may specify from time to time. By accepting this Award, Participant expressly consents to the sale of Shares to cover
the Tax Withholding Obligations (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy
them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s
express written consent.
iii. Administrator
Discretion. If the Administrator determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through
the default procedure described in Section 8(ii) or the Administrator otherwise determines to allow Participant to satisfy Participant’s
Tax Withholding Obligation by a method other than through the default procedure set forth in Section 8(ii), it may permit or require
Participant to satisfy Participant’s Tax Withholding Obligation, in whole or in part (without limitation), if permissible by applicable
local law, by (i) paying cash in U.S. dollars; (ii) electing to have the Company withhold otherwise deliverable Shares having a value
equal to the minimum amount statutorily required to be withheld (or such greater amount as Participant may elect if permitted by the
Administrator, if such greater amount would not result in adverse financial accounting consequences); (iii) having the amount of such
Tax Withholding Obligation withheld from Participant’s wages or other cash compensation paid to Participant by the applicable Service
Recipient(s); (iv) delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to the
minimum amount statutorily required to be withheld (or such greater amount as Participant may elect if permitted by the Administrator,
if such greater amount would not result in adverse financial accounting consequences); or (v) such other means as the Administrator deems
appropriate.
iv. No
Representations. Participant has reviewed with his or her own tax advisers the U.S. federal, state, local and non-U.S. tax consequences
of this investment and the transactions contemplated by this Award Agreement. With respect to such matters, Participant relies solely
on such advisers and not on any statements or representations of the Company or any of its agents, written or oral. Participant understands
that Participant (and not the Company) will be responsible for Participant’s own tax liability that may arise as a result of this
investment or the transactions contemplated by this Award Agreement.
v. Company’s
Obligation to Deliver Shares. For clarification purposes, in no event will the Company issue Participant any Shares unless and until
arrangements satisfactory to the Administrator have been made for the payment of Participant’s Tax Withholding Obligation. If Participant
fails to make satisfactory arrangements for the payment of such Tax Withholding Obligations hereunder at the time any applicable Restricted
Stock Units otherwise are scheduled to vest pursuant to Sections 3 or 4 or Participant’s Tax Withholding Obligations otherwise
become due, Participant will permanently forfeit such Restricted Stock Units to which Participant’s Tax Withholding Obligation
relates and any right to receive Shares thereunder and such Restricted Stock Units will be returned to the Company at no cost to the
Company.
9. Rights
as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges
of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares
(which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant (including through electronic delivery to a brokerage account). After such issuance, recordation, and delivery,
Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.
10. No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER, WHICH UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW IS AT
THE WILL OF THE APPLICABLE SERVICE RECIPIENT AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS RESTRICTED STOCK UNIT AWARD OR
ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER
FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF ANY
SERVICE RECIPIENT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER, SUBJECT TO APPLICABLE LAW, WHICH TERMINATION,
UNLESS PROVIDED OTHERWISE UNDER APPLICABLE LAW, MAY BE AT ANY TIME, WITH OR WITHOUT CAUSE.
11. Grant
is Not Transferable. Except to the limited extent provided in Section 7, this grant and the rights and privileges conferred hereby
will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject
to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process,
this grant and the rights and privileges conferred hereby immediately will become null and void.
12. Nature
of Grant. In accepting this Award of Restricted Stock Units, Participant acknowledges, understands and agrees that:
1. the
grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future
grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in
the past;
2. all
decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Administrator;
3. Participant
is voluntarily participating in the Plan;
4. the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
5. the
Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal
or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, long-service awards, pension or retirement, or welfare benefits or similar payments;
6. the
future value of the Shares underlying the Restricted Stock Units is unknown, indeterminable, and cannot be predicted;
7. for
purposes of the Restricted Stock Units, Participant’s status as a Service Provider will be considered terminated as of the date
Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for such termination
and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is a Service Provider
or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement
(including by reference in the Notice of Grant to other arrangements or contracts) or determined by the Administrator, Participant’s
right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice
period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave”
or similar period mandated under employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s
employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Administrator will
have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of the Restricted Stock
Units grant (including whether Participant may still be considered to be providing services while on a leave of absence and consistent
with local law);
8. unless
otherwise provided in the Plan or by the Administrator in its discretion, the Restricted Stock Units and the benefits evidenced by this
Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by,
another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
9. the
following provisions apply only if Participant is providing services outside the United States:
i. the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary
for any purpose;
ii. Participant
acknowledges and agrees that no Service Recipient will be liable for any foreign exchange rate fluctuation between Participant’s
local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant
pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement; and
iii. no
claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Stock Units resulting from the termination
of Participant’s status as a Service Provider (for any reason whatsoever whether or not later found to be invalid or in breach
of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment or service
agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, Participant
irrevocably agrees never to institute any claim against any Service Recipient, waives his or her ability, if any, to bring any such claim,
and releases each Service Recipient from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent
jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and
agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
13. No
Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the Shares underlying the Restricted
Stock Units. Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or
her participation in the Plan before taking any action related to the Plan.
14. Data
Privacy. Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form,
of Participant’s personal data as described in this Award Agreement and any other Restricted Stock Unit grant materials by and
among, as applicable, the Service Recipients for the exclusive purpose of implementing, administering, and managing Participant’s
participation in the Plan.
Participant
understands that the Company and the Service Recipient may hold certain personal information about Participant, including, but not limited
to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted Stock Units or any other entitlement
to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive
purpose of implementing, administering, and managing the Plan.
Participant
understands that Data may be transferred to a stock plan service provider, as may be selected by the Company in the future, assisting
the Company with the implementation, administration, and management of the Plan. Participant understands that the recipients of the Data
may be located in the United States or elsewhere, and that the recipients’ country of operation (e.g., the United States) may have
different data privacy laws and protections than Participant’s country. Participant understands that if he or she resides outside
the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his
or her local human resources representative. Participant authorizes the Company, any stock plan service provider selected by the Company,
and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering, and managing
the Plan to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering, and managing his or her participation in the Plan. Participant understands that Data will be held only as long as is necessary
to implement, administer, and manage Participant’s participation in the Plan. Participant understands if he or she resides outside
the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or
her local human resources representative. Further, Participant understands that he or she is providing the consents herein on a purely
voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her status as a
Service Provider and career with the Service Recipient will not be adversely affected. The only adverse consequence of refusing or withdrawing
Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards
or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect
Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent
or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative.
15. Address
for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the
Company at Perfect Moment Ltd., 307 Canalot Studios, 222 Kensal Rd, London W10 5BN, United Kingdom, or at such other address as the Company
may hereafter designate in writing.
16. Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted
Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or require
Participant to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic
delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or
a third party designated by the Company.
17. No
Waiver. Either party’s failure to enforce any provision or provisions of this Award Agreement will not in any
way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other
provision of this Award Agreement. The rights granted both parties herein are cumulative and will not constitute a waiver
of either party’s right to assert all other legal remedies available to it under the circumstances.
18. Successors
and Assigns. The Company may assign any of its rights under this Award Agreement to single or multiple assignees, and
this Award Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Award Agreement will be binding upon Participant and his or her heirs, executors, administrators,
successors and assigns. The rights and obligations of Participant under this Award Agreement may be assigned only with
the prior written consent of the Company.
19. Additional
Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration,
qualification, or rule compliance of the Shares upon any securities exchange or under any state, federal or non-U.S. law, the tax code,
and related regulations or under the rulings or regulations of the United States Securities and Exchange Commission or any other governmental
regulatory body or the clearance, consent, or approval of the United States Securities and Exchange Commission or any other governmental
regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate) hereunder,
such issuance will not occur unless and until such listing, registration, qualification, rule compliance, clearance, consent, or approval
will have been completed, effected, or obtained free of any conditions not acceptable to the Company. Subject to the terms
of the Award Agreement and the Plan, the Company will not be required to issue any certificate or certificates for (or make any entry
on the books of the Company or of a duly authorized transfer agent of the Company of) the Shares hereunder prior to the lapse of such
reasonable period of time following the date of vesting of the Restricted Stock Units as the Administrator may establish from time to
time for reasons of administrative convenience.
20. Language.
If Participant has received this Award Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will control.
21. Interpretation.
The Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not
limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations
and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company, and all other interested
persons. Neither the Administrator nor any person acting on behalf of the Administrator will be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.
22. Captions.
Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this
Award Agreement.
23. Amendment,
Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received
an Award of Restricted Stock Units under the Plan, and has received, read, and understood a description of the Plan. Participant
understands that the Plan is discretionary in nature and may be amended, suspended, or terminated by the Administrator at any time.
24. Modifications
to the Award Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered.
Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations,
or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in
an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary
in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable,
in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional
tax or income recognition under Section 409A in connection with this Award of Restricted Stock Units.
25. Governing
Law; Venue; Severability. This Award Agreement and the Restricted Stock Units are governed by the internal substantive
laws, but not the choice of law rules, of Delaware. For purposes of litigating any dispute that arises under these Restricted
Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Delaware, and agree
that such litigation will be conducted in the courts of Wilmington, Delaware, or the United States federal courts for the State of Delaware,
and no other courts, where this Award Agreement is made and/or to be performed. In the event that any provision hereof becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Award Agreement will continue in full
force and effect.
26. Entire
Agreement. The Plan is incorporated herein by this reference. The Plan and this Award Agreement (including
the appendices and exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and
Participant.
27. Country
Addendum. Notwithstanding any provisions in this Award Agreement, the Restricted Stock Unit grant will be subject to
any special terms and conditions set forth in an appendix (if any) to this Award Agreement for any country whose laws are applicable
to Participant and this Award of Restricted Stock Units (as determined by the Administrator in its sole discretion) (the “Country
Addendum”). Moreover, if Participant relocates to one of the countries included in the Country Addendum (if any),
the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application
of such terms and conditions is necessary or advisable for legal or administrative reasons. The Country Addendum (if any)
constitutes a part of this Award Agreement.
* * *
Exhibit
10.4
AMENDMENT
TO Contract of EMPLOYMENT
This
Amendment to Contract of Employment (the “Amendment”), dated as of February 3, 2025 (the “Effective Date”), between
Perfect Moment, Ltd., a Delaware corporation (the “Company”) and Jane Gottschalk (the “Executive”) amends the
Contract of Employment, dated as of September 7, 2022 (“Contract”), between the Company and the Executive as follows:
1. The
Job Title of “Chief Creative Officer (CCO)” on Schedule A of the Contract is hereby amended to state the following: “President
and Chief Creative Officer (CCO)”.
2. Except
as otherwise set forth in this Amendment, all terms and conditions as set forth in the Contract remain in full force and effect.
[Signature
Page Follow]
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment to Contract of Employment as of the day and year first above written.
|
PERFECT
MOMENT, LTD. |
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|
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/s/
Max Gottschalk |
|
Name:
|
Max
Gottschalk |
|
Title: |
Chairman
of the Board of Directors
|
|
|
|
|
EXECUTIVE: |
|
|
|
/s/
Jane Gottschalk |
|
Name:
|
Jane
Gottschalk |
|
Title: |
|
Exhibit
99.1
Perfect
Moment Taps Canada Goose Executives to Drive Growth in The Luxury Outerwear Market
LONDON—February
03, 2025—Perfect Moment Ltd. (NYSE American: PMNT), the global luxury outerwear and activewear brand, has made significant leadership
changes designed to strengthen its management team and accelerate its next phase of growth.
Chath
Weerasinghe, a senior executive at Canada Goose (NYSE, TSX:GOOS), where he was responsible for its global expansion, has been appointed
chief financial officer and chief operating officer of Perfect Moment.
Vittorio
Giacomelli, former vice president of product and sourcing at Canada Goose, will be responsible for overseeing product strategy, product
development, and innovation. He has decades of expertise in design, product development, and sourcing.
Co-founder
and chief creative officer, Jane Gottschalk, has been appointed president.
These
key management changes mark a transformative moment for Perfect Moment as it builds on its unique position in the luxury outerwear market,
particularly in how it blends bold, contemporary designs with high-performance functionality.
Known
for its sport-meets-lifestyle ethos, the brand resonates strongly with a younger, dynamic demographic seeking outerwear that combines
individuality with innovation.
Chath
Weerasinghe: Bringing Proven Expertise from Canada Goose
Weerasinghe
brings to Perfect Moment more than 20 years of experience in finance, operations, and leadership within the luxury, retail and consumer
goods sectors.
During
his tenure as regional director and vice president of finance and operations for Canada Goose EMEA, Weerasinghe oversaw all aspects of
the business. He achieved extraordinary results, including rapid expansion of DTC and B2B operations as well as the implementation of
efficiency-driving initiatives.
His
expertise in scaling businesses, optimising margins, and executing operational strategies will be pivotal in driving Perfect Moment’s
global expansion and profitability.
“I’m
honoured to join Perfect Moment at such a pivotal time in its growth and development,” stated Weerasinghe. “The brand’s
unique combination of technical innovation and vibrant design sets it apart in the luxury market.
“I
look forward to focusing on execution—improving operations, enhancing profitability, and building the infrastructure needed to
support our growth as a leading global brand.”
Vittorio
Giacomelli: Elevating Production and Margin Discipline
Giacomelli
has more than 30 years of experience in design, product development and sourcing, with a specialisation in sportswear and luxury fashion.
As
vice president of product development and sourcing at Canada Goose, he led a team of over 27 people and contributed to the brand’s
growth and expansion through icon product development and establishing an unprecedented European sourcing network. His career includes
leadership roles at other major brands, such as Moncler, The North Face, Napapijri, and Nike.
“I’m excited to bring my expertise to
Perfect Moment and help the company achieve improved quality, greater efficiency and margin improvement,” said Giacomelli. “I
look forward to contributing to the brand’s ongoing success by driving innovative solutions in design and production while helping
to build a foundation for sustainable growth.”
Jane
Gottschalk: Leading Vision and Creativity
As
co-founder, chief creative officer and now president, Jane Gottschalk, will continue to oversee the company’s creative direction
as well as marketing, commercial and brand strategy.
Gottschalk’s
creative leadership has been central to Perfect Moment’s rise as a distinctive luxury brand that celebrates individuality, adventure,
and bold aesthetics. In this new role, she will continue shaping the brand’s vision and development while working closely with
Weerasinghe and Giacomelli to align strategy with execution.
“Perfect
Moment is about inspiring boldness, adventure and individuality,” noted Gottschalk. “I plan to focus on expanding our creative
vision and deepening our connection with our customers worldwide.
“Bringing
together Chath’s operational expertise and Vittorio’s production experience with our chairman, Max Gottschalk’s strategic
leadership, we can accelerate our brand to new heights.”
Max
Gottschalk, Commented:
“These
leadership changes reflect our commitment to building a world-class team that matches the potential of the Perfect Moment brand,”
stated Chairman Gottschalk. “Chath’s operational expertise, Vittorio’s extensive experience in production, and Jane’s
creative leadership provides us a powerful foundation to drive growth and establish Perfect Moment as a leader in the luxury outerwear
market.”
Looking
Ahead
With
its new leadership team, Perfect Moment is well-positioned to capture opportunities in the expanding luxury outerwear category. By combining
bold creativity with operational excellence, the company aims to enhance its global presence, deliver exceptional products, and create
lasting value for its customers and shareholders.
Perfect
Moment thanks its outgoing CEO and CFO for their contributions and wishes them success in their future endeavours.
About
Perfect Moment
Founded
in 1984 in the mountains of Chamonix, Perfect Moment is a high-performance, luxury skiwear and lifestyle brand that fuses technical excellence
with fashion-led designs, resulting in pieces that transition effortlessly from the slopes to the city, the beach and back again.
Initially
the vision of extreme sports filmmaker and professional skier, Thierry Donard, the brand was built on a sense of adventure that has sustained
for over 20 years. Donard, fueled by his personal experiences, was driven by a desire to create pieces that offered quality, style and
performance, pushing the wearer in the pursuit of every athlete’s dream: to experience “The Perfect Moment.”
In
2012, British-Swiss entrepreneurial couple, Jane and Max Gottschalk, took ownership of the brand. Under Jane Gottschalk’s creative
direction, Perfect Moment was injected with a new style focus, one that reignited the spirit of the heritage brand. Driven by a commitment
to improving fit, performance and the use of best-in-class, functional materials, the designs evolved into the distinct statement pieces
synonymous with how the brand is known today.
Perfect Moment products are available globally, online
and via key retailers, including at MyTheresa, Net-a-Porter, Harrods, Selfridges, Saks, Bergdorf Goodman and Neiman Marcus.
Learn more at www.perfectmoment.com.
Important
Cautions Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are
forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as
“anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,”
“intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,”
“project,” “target,” “aim,” “should,” “will” “would,” or the
negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based on our current expectations and
are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements
are based on assumptions as to future events that may not prove to be accurate. Our actual results and financial condition may differ
materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause our actual results and financial condition to differ from those contained in the forward-looking statements,
include those risks and uncertainties described more fully in the section titled “Risk Factors” in the final prospectus for
our initial public offering and in our Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission.
Any forward-looking statements contained in this press release are made as of this date and are based on information currently available
to us. We undertake no duty to update any forward-looking statement, whether written or oral, that may be made from time to time, whether
as a result of new information, future developments or otherwise.
Contacts
Company
Contact
Julie
Robinson, Brand Director
Perfect
Moment
Tel
+44 7595178702
Email
contact
Investor
Contact
Ronald
Both or Grant Stude
CMA
Investor & Media Relations
Tel
(949) 432-7566
Email
contact
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