Form 8-K Senmiao Technology Ltd For: Aug 09

August 9, 2022 9:01 AM EDT

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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 9, 2022


(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




(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 x


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.







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.


  By: /s/ Xi Wen
  Name: Xi Wen
  Title: Chief Executive Officer




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