[8-K] Senmiao Technology Ltd Reports Material Event

Rhea-AI Filing Summary

Senmiao Technology Limited (AIHS) reported it entered a securities purchase agreement with certain non-U.S. investors to sell an aggregate of 500,000 shares of its common stock at $1.32 per share. This unregistered Regulation S offering generated $660,000 in gross proceeds for the company before customary expenses and closed on November 14, 2025.

In a related move, Senmiao also issued 200,000 shares of common stock to a consultant in exchange for services. Both the investor shares and the consultant shares were issued outside U.S. registration requirements under the Securities Act using Regulation S, and the company noted that this disclosure does not constitute an offer to sell or a solicitation to buy these securities.

Insights

Equity Capital Markets Analyst

Senmiao raises $660,000 and issues additional stock under Regulation S.

Senmiao Technology entered a securities purchase agreement with non-U.S. investors to sell 500,000 common shares at $1.32 per share. This unregistered Regulation S transaction provides $660,000 in gross proceeds to the company, potentially supporting general corporate needs, while avoiding a U.S. registration process.

Separately, the company issued 200,000 common shares to a consultant as payment for services. Both issuances increase the share count, so the economic effect combines a modest cash inflow with equity-based compensation. Actual impact on existing holders depends on the company’s total shares outstanding and how effectively the raised funds and consulting services contribute to future operations.

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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 13, 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 1.01 Entry into a Material Definitive Agreement.

On November 13, 2025, Senmiao Technology Limited (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to sell, and the Purchasers agreed to purchase, severally and not jointly, an aggregate of 500,000 shares (the “SPA Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) at an offering price of $ 1.32 per share (the “Offering”). Each Purchaser has represented that he or she is not a resident of the United States and is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act and is not acquiring the SPA Shares for the account or benefit of any U.S. person. The gross proceeds of the Offering are $660,000, before the deduction of customary expenses.

The SPA contains customary representations and warranties of the Company and the Purchasers, indemnification obligations of the Purchasers, and other obligations and rights of the parties. The Offering was closed on November 14, 2025.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety.

On November 14, 2025, the Company issued 200,000 shares of the Common Stock to a consultant (the “Consultant Shares”, collectively with the SPA Shares”, the “Shares”) in exchange for the consultant’s services.

The Shares are not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), they were issued pursuant to Regulation S promulgated thereunder. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Shares described herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
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

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FAQ

What equity transaction did Senmiao Technology (AIHS) announce in this 8-K?

Senmiao Technology entered a securities purchase agreement with certain non-U.S. investors to sell an aggregate of 500,000 shares of common stock at $1.32 per share in an unregistered Regulation S offering.

How much cash did Senmiao Technology raise from the new share sale?

The company reported gross proceeds of $660,000 from selling 500,000 shares of common stock at $1.32 per share, before deducting customary expenses.

Were the new Senmiao Technology (AIHS) shares registered under the Securities Act?

No. The 500,000 investor shares and the 200,000 consultant shares were issued without registration under the Securities Act, relying on Regulation S for non-U.S. persons.

Who bought the 500,000 Senmiao Technology shares and where are they located?

The 500,000 shares were purchased by certain non-U.S. investors who represented that they are not residents of the United States, are not U.S. persons under Rule 902(k), and are not acquiring the shares for the account or benefit of any U.S. person.

What shares did Senmiao Technology issue to a consultant and for what consideration?

On November 14, 2025, Senmiao issued 200,000 shares of common stock to a consultant, described as Consultant Shares, in exchange for the consultant’s services.

When did the Senmiao Technology securities purchase agreement close?

The company stated that the Regulation S offering under the securities purchase agreement closed on November 14, 2025.