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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): November 20, 2025
| SENMIAO TECHNOLOGY LIMITED |
| (Exact name of registrant as specified in its charter) |
| Nevada | 001-38426 | 35-2600898 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
16F, Shihao Square, Middle Jiannan Blvd. High-Tech Zone, Chengdu Sichuan, People’s Republic of China |
610000 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +86 28 61554399
| Not Applicable |
| (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:
| ☐ | 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 | AIHS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01 Other Events.
On November 20, 2025, the Company issued a press release announcing the completion of a registered direct offering. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release Announcing the Closing of a $2.8 Million Registered Direct Offering | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101). |
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 20, 2025 | By: | /s/ Xiaoyuan Zhang |
| Name: | Xiaoyuan Zhang | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
Senmiao Technology Limited Closes $2.8 Million Registered Direct Offering
CHENGDU, China, Nov. 20, 2025 (GLOBE NEWSWIRE) -- Senmiao Technology Limited (NASDAQ: AIHS) ("Senmiao" or the "Company"), today announced the closing of its registered direct offering (the “Offering”). The Company has sold 1,350,000 shares (the “Shares”) of common stock and pre-funded warrants to purchase 905,000 shares of common stock at a purchase price of $1.26 per share, for aggregate gross proceeds of approximately $2.8 million, before deducting offering expenses.
In connection with the Offering, Senmiao may have a separate private placement to issue warrants (the "Warrants”) to purchase up to 4,510,000 shares (the "Warrant Shares”) of common stock. The Warrants may be issued by the Company upon the receipt of the stockholders’ approval (the “Stockholder Approval”) and will have a term of five and a half years (5.5 years), exercisable immediately upon issuance at an exercise price of $1.26 per share.
"Completing this financing strengthens our financial foundation and provides the resources needed to pursue our growth strategy," said Haitao Liu, Senmiao's Chief Operating Officer. "We are focused on exploring new business opportunities that can diversify our revenue streams and create long-term shareholder value. We appreciate the confidence our investors have shown in our vision and remain committed to disciplined execution of our strategic plan."
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 Shares described above may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement related to the offering was filed with the SEC on November 14, 2025 and available on the SEC's website at http://www.sec.gov.
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 a special meeting of the stockholders, assuming the Stockholder Approval
is obtained.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Senmiao Technology Limited
Headquartered in Chengdu, Sichuan Province, Senmiao provides automobile transaction and related services including sales of automobiles, facilitation and services for automobile purchases and financing, management, operating leases, guarantees and other automobile transaction services in China.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to significant risks, uncertainties and assumptions, including those detailed from time to time in the Senmiao’s filings with the SEC, and represent Senmiao’s views only as of the date they are made and should not be relied upon as representing Senmiao’s views as of any subsequent date. Senmiao undertakes no obligation to publicly revise any forward-looking statements to reflect changes in events or circumstances.
For more information, please contact:
At the Company:
Yiye Zhou
Email: edom333@ihongsen.com
Phone: +86 28 6155 4399
© 2025 Senmiao Technology Ltd. All rights reserved.