Senmiao Technology Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On November 14, 2025, Senmiao Technology Limited (the “Company”) entered into a securities purchase agreement (the “Agreement”) with certain accredited investors (the “Investors”) providing for the issuance of 1,350,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), and pre-funded warrants to purchase 905,000 shares of the Common Stock, at a purchase price of $1.26 per share, in a registered direct offering for aggregate gross proceeds of approximately $2.8 million, before deducting offering fees and expenses. The closing of the sale of the Shares is expected to occur on or about November 17, 2025, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes and working capital.
The Shares described above are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-274749), which was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 29, 2023.
The Company also agreed to issue to the Investors, in a separate private placement, warrants to purchase up to 4,510,000 shares (the “Warrant Shares”) of the Common Stock (the “Warrants”). The Warrants may be issued by the Company upon the receipt of the stockholder’s approval (the “Stockholder Approval”), and will have a term of five and a half (5.5) years, exercisable immediately upon issuance at an exercise price of $1.26 per share. For the purpose of obtaining the Stockholder Approval, the Company shall hold a special meeting of the stockholders (the “Special Meeting”) within 45 calendars days following the closing of sale of the Shares.
The Warrants and the Warrants Shares being offered in a separate private placement will be offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided in Section 4(a)(2) and/or Rule 506(d) of Regulation D of the Securities Act. After the issuance of the Warrants, the Company shall file with the SEC certain registration statement on Form S-1 solely for the purpose of registering the resale of the Warrant Shares within 30 days after the date of the Special Meeting, assuming the stockholder approval is obtained.
The foregoing description of the Agreement and the Warrants do not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the Warrants, a copy of each document is filed herewith as Exhibit 10.1 and Exhibit 4.1, respectively, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Warrants | |
| 4.2 | Form of Pre-funded Warrants | |
| 5.1 | Opinion of Flangas Law Group | |
| 10.1 | Form of Securities Purchase Agreement by and among the Company and the Purchasers | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SENMIAO TECHNOLOGY LIMITED | ||
| Date: November 14, 2025 | By: | /s/ Xiaoyuan Zhang |
| Name: | Xiaoyuan Zhang | |
| Title: | Chief Financial Officer | |