Form 8-K Senmiao Technology Ltd For: Aug 09
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
Sichuan, |
| |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
| 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 | ||
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.
Pursuant to the Certificate of Designations of Series A Convertible Preferred Stock (the “COD”) of Senmiao Technology Limited, a Nevada corporation (the “Company”) which COD was filed with the State of Nevada in connection with the November 2021 private placement of the Company’s securities with certain institutional investors for an aggregate of $5 million (the private placement closed on November 10, 2021), and subject to the rules and regulations of the NASDAQ Capital Market, the Company may, at any time that any shares of Series A Convertible Preferred Stock (the “Preferred Shares”) remain outstanding, with prior written consent of at least a majority of the outstanding Preferred Shares, reduce the then current conversion price of the Preferred Shares to any amount and for any period of time deemed appropriate by the Board of Directors of the Company (the “Board”).
Effective as of August 9, 2022, the Board approved and the investors in the November 2021 placement agreed that (i) the conversion price of the Preferred Shares be reduced from its current price of $4.10 to $2.00, and (ii) the number of the shares of common stock that are available to be issued upon conversion of the Preferred Shares be increased from 1,092,683 to 2,240,000.
SIGNATURE
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.
| Dated: August 9, 2022 | SENMIAO TECHNOLOGY LIMITED | |
| By: | /s/ Xi Wen | |
| Name: | Xi Wen | |
| Title: | Chief Executive Officer | |
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