Senmiao Technology Ltd (AIHS) SEC Filings

Senmiao Technology Ltd (AIHS) reported that Nasdaq has notified the company it is no longer in compliance with Nasdaq Capital Market Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing.

Based on its Form 10-Q for the period ended June 30, 2026, Senmiao’s stockholders’ equity was (-$35,344,336) as of June 30, 2026, and the company also did not meet alternative market value or net income standards. Senmiao has 45 calendar days from the August 21, 2026 notice, or until October 5, 2026, to submit a compliance plan. If Nasdaq accepts the plan, Senmiao may receive up to a 180-day extension, through February 17, 2027, to regain compliance. The notice has no immediate effect on AIHS’s Nasdaq listing, but the company warns that potential delisting could reduce liquidity, limit capital-raising options, and impair its ability to grant equity incentives.

Senmiao Technology Limited reported results for the three months ended June 30, 2026, from its China-focused automobile transaction and related services business. Revenues from continuing operations were $360,889, mainly from operating lease rentals, with smaller contributions from NEV leasing service fees, financing revenues and other service fees.

The company posted a net loss of $32,786,087, driven largely by a non-cash loss of $34,149,713 from excess warrant fair value over April 2026 private placement proceeds and by changes in derivative liabilities. Cash and cash equivalents rose to $12,871,865 from $3,562,219 at March 31, 2026, primarily from $11,000,000 of gross proceeds in an April 2026 units private placement. Derivative liabilities increased sharply to $48,032,895, and the company reported a working capital deficit of approximately $36.3 million and an accumulated deficit of about $83.1 million. Management nonetheless states that recent financings and the expectation that warrants will not be cash-settled support its assessment that there is no substantial doubt about the company’s ability to continue as a going concern over the next 12 months.

Senmiao Technology Limited reports on a year of refocusing its business on automobile transaction and related services in China while exploring a potential move into AI infrastructure. The Nevada holding company now operates mainly through Hunan Ruixi and equity investee Jinkailong, serving primarily online ride-hailing drivers.

The company leases about 340 vehicles with average monthly rental income of approximately $381 per car, provides auto financing that generated $68,011 of interest income, and earns additional fees from NEV leasing, auto purchase services, commissions and default charges. It has discontinued its own ride-hailing platform and disposed of multiple Sichuan subsidiaries for nil consideration while assuming certain liabilities.

Management is evaluating AI data center and infrastructure opportunities with the help of a strategic advisor but has not signed any definitive agreements. As of June 26, 2026, Senmiao had 14,557,489 common shares outstanding, and its non-affiliate market capitalization was about $4.8 million as of September 30, 2025.

Senmiao Technology Limited filed an amended quarterly report to restate its unaudited results for the three and nine months ended December 31, 2025. The company had misclassified pre-funded and November 2025 private placement warrants as equity instead of derivative liabilities measured at fair value through earnings.

After correction, derivative liabilities rose to $4,924,533, additional paid-in capital fell by $2,828,725, and accumulated deficit deepened by $2,095,805, turning total equity into a deficit of $1,172,476. Net loss attributable to stockholders for the nine months increased to $3,946,174, or $1.92 per share.

Management attributes the error to previously reported material weaknesses in internal control over financial reporting, particularly around complex U.S. GAAP and non‑routine transactions. Liquidity improved via November 2025 financings that brought in about $3.5M of net cash, lifting cash and equivalents to $3,508,226 despite a $2.5M working capital deficit and a $4.0M nine‑month net loss.

Senmiao Technology Limited announced that investors should no longer rely on its unaudited condensed financial statements for the quarter ended December 31, 2025. The Audit Committee, after discussions with management, found that 905,000 pre-funded warrants issued at $1.26 per share and 4,510,000 concurrent private placement warrants from a November 14, 2025 securities purchase agreement were incorrectly classified as equity.

The company determined these warrants should have been recorded as derivative liabilities measured at fair value. Senmiao plans to restate the 2026 Quarterly Report on Form 10-Q to amend its financial statements, related disclosures, and Management’s Discussion and Analysis. Management previously disclosed that its disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting, which it concluded contributed to these errors.

Senmiao Technology Limited submitted a Form 12b-25 notifying the SEC of a late Form 10-K for the fiscal year ended March 31, 2026 and seeks relief under Rule 12b-25 to file within the 15-calendar-day extension. The company cites time constraints in compiling, disseminating and reviewing Annual Report information.

Management states it expects significant changes versus the prior year: total revenue decreased to approximately $1.5 million (year ended March 31, 2026) from $1.9 million (year ended March 31, 2025), and loss from operations increased to approximately $2.9 million from $2.0 million. The filing notes reclassification of comparative figures to discontinued operations for an online ride-hailing platform (disposed August 2024) and automobile-transaction related services in Sichuan (disposed December 2025).

Senmiao Technology Limited reported voting results from its annual stockholder meeting. Stockholders elected five directors, ratified Marcum Asia CPAs LLP as auditor for the year ending March 31, 2026, and approved several capital structure and financing proposals.

They approved, under Nasdaq Listing Rule 5635, issuing shares underlying warrants from a November 14, 2025 Securities Purchase Agreement, and authorized (but did not require) the board to implement one or more reverse stock splits at ratios up to 1-for-100 before the next annual meeting. Stockholders also approved increasing authorized common shares from 50,000,000 to 500,000,000 and the issuance of common stock and PIPE Warrants in a private placement of up to $11,000,000 pursuant to an April 23, 2026 Securities Purchase Agreement.

Senmiao Technology Limited is asking stockholders to approve several major capital actions at its June 11, 2026 annual meeting. Proposals include electing five directors, ratifying Marcum Asia CPAs LLP as auditor, and approving the issuance of shares underlying warrants from a November 14, 2025 financing.

Stockholders are also asked to authorize the Board to implement one or more reverse stock splits of up to 1-for-100, increase authorized common shares from 50,000,000 to 500,000,000, and approve a private placement of up to 10,000,000 units, each with one share and four warrants. As of May 11, 2026, 4,557,489 common shares were outstanding, so these financings and share actions could significantly expand the share count over time.

Senmiao Technology Limited is soliciting shareholder approval at its 2025 Annual Meeting for six proposals including director elections and multiple capital actions. The amendment adds four proposals: approval to issue shares underlying warrants from a November 14, 2025 registered-direct financing; authorization for reverse stock splits up to 1:100; approval to increase authorized Common Stock from 50,000,000 to 500,000,000; and approval of a private placement (PIPE) under a Securities Purchase Agreement dated April 23, 2026.

The PIPE contemplates up to 10,000,000 Units at $1.10 per Unit (each Unit = one share + four warrants) for gross proceeds up to $11,000,000, with PIPE Warrants exercisable at $1.49 for five years. Separately, stockholder approval is sought to issue up to 4,510,000 Warrant Shares tied to the November 2025 financing and to register related issuances to satisfy Nasdaq Listing Rule 5635(d). Voting thresholds are majority of votes cast.