Senmiao Technology (NASDAQ: AIHS) to restate December 2025 quarterly results

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

None.

Negative

Restatement and non-reliance: Senmiao determined its unaudited condensed financial statements for the quarter ended December 31, 2025, and related communications, should no longer be relied upon and will be restated.
Control weaknesses confirmed: Management concluded existing material weaknesses in internal control over financial reporting contributed to the warrant misclassification, reinforcing concerns about the reliability of complex accounting processes.

Insights

Senmiao will restate its Dec 2025 quarter after warrant misclassification.

Senmiao Technology is re-evaluating its December 2025 quarter because warrants from a November 2025 financing were booked as equity instead of derivative liabilities. This affects recognition of fair-value changes and could alter reported earnings and balance sheet metrics for that period.

The company already acknowledged material weaknesses in internal control over financial reporting, and now links those weaknesses to these errors. That connection underscores control risk around complex financing instruments. The Audit Committee’s involvement and discussion with Marcum Asia CPAs LLP show formal governance engagement.

Actual numerical impacts on revenue, profit, or equity are not detailed in this excerpt, but the move to restate indicates a material enough effect to require revised financials and updated Management’s Discussion and Analysis for the quarter ended December 31, 2025.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

Key Figures

Pre-funded warrants issued: 905,000 warrants Pre-funded warrant price: $1.26 per share Private placement warrants: 4,510,000 warrants +3 more

6 metrics

Pre-funded warrants issued 905,000 warrants To purchase 905,000 common shares at $1.26 per share

Pre-funded warrant price $1.26 per share Purchase price for 905,000 pre-funded warrants

Private placement warrants 4,510,000 warrants Concurrent private placement warrants from November 14, 2025 agreement

Non-Reliance Period Quarter ended December 31, 2025 Period for which prior unaudited statements should not be relied upon

Original 10-Q filing date February 13, 2026 Filing date of the 2026 Quarterly Report to be restated

Securities purchase agreement date November 14, 2025 Agreement under which the warrants were issued

Key Terms

pre-funded warrants, private placement warrants, derivative liabilities, internal controls over financial reporting, +1 more

5 terms

pre-funded warrants financial

"the issuance of 905,000 pre-funded warrants to purchase 905,000 shares of the Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

private placement warrants financial

"and the concurrent 4,510,000 private placement warrants pursuant to that certain securities purchase agreement"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

derivative liabilities financial

"The Company determined that the warrants should have been classified as derivative liabilities and measured at fair value."

Derivative liabilities are obligations a company records when it owes money under financial contracts whose value depends on something else, like interest rates, stock prices, or currencies. Think of them as bets or insurance policies that can create future cash payments; they matter to investors because they can cause sudden changes in a company’s reported debt, profits and cash flow and reveal exposure to market risks that could affect valuation.

internal controls over financial reporting financial

"material weaknesses in the Company’s internal controls over financial reporting (“ICFR”)."

Internal controls over financial reporting are the policies, procedures and checks a company uses to make sure its accounting and financial statements are accurate, complete and free from significant error or fraud. They matter to investors because strong controls lower the risk of misleading results or surprise restatements—think of them as a quality checkpoint on a factory line that helps prevent costly defects that could damage a company’s value and reputation.

Non-Reliance Period regulatory

"for the period ended December 31, 2025 (the “Non-Reliance Period”)"

FAQ

Why did Senmiao Technology (AIHS) say investors should not rely on its Dec 2025 quarter results?

Senmiao’s Audit Committee concluded the unaudited Dec 31, 2025 financial statements were unreliable. The company misclassified certain warrants as equity instead of derivative liabilities and will restate that quarter’s financials and related disclosures.

What accounting error did Senmiao Technology (AIHS) identify in its 2026 Quarterly Report?

Senmiao found that 905,000 pre-funded warrants and 4,510,000 private placement warrants from a November 14, 2025 deal were wrongly recorded as equity. They should have been treated as derivative liabilities measured at fair value.

Which period’s financial statements is Senmiao Technology (AIHS) planning to restate?

Senmiao plans to restate its unaudited condensed financial statements for the quarter ended December 31, 2025. This period, called the Non-Reliance Period, was originally reported in its Form 10-Q filed February 13, 2026.

How are Senmiao Technology’s (AIHS) internal controls linked to the misstatement?

Management had already disclosed material weaknesses in internal control over financial reporting. After reviewing the warrant errors, the company concluded these existing weaknesses resulted in the misclassification and need for restatement.

Did Senmiao Technology’s Audit Committee and auditors review the warrant misclassification?

Yes. The Audit Committee discussed the issues with company management and with Marcum Asia CPAs LLP, Senmiao’s independent registered public accounting firm, before concluding that the prior unaudited financial statements should not be relied upon.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 04:06 PM Accepted by SEC EDGAR 06/30/2026 - 04:05 PM

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): June 30, 2026

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 4.02 Non-Reliance on Previously Issued Financial Statements or Completed Interim Review.

The Audit Committee (the “Audit Committee”) of the Board of Directors of Senmiao Technology Limited (the “Company”), after discussion with the Company’s management, concluded that the Company’s previously issued unaudited condensed financial statements contained in the Company’s Quarterly Report (“2026 Quarterly Report”) on Form 10-Q for the period ended December 31, 2025 (the “Non-Reliance Period”), originally filed on February 13, 2026, should no longer be relied upon. Similarly, related press releases, earnings releases, and investor communications describing the Company’s unaudited condensed financial statements for the Non-Reliance Period should no longer be relied upon.

The Company’s review of the above-mentioned filing revealed that the Company misclassified the issuance of 905,000 pre-funded warrants to purchase 905,000 shares of the Common Stock, at a purchase price of $1.26 per share, in a registered direct offering and the concurrent 4,510,000 private placement warrants pursuant to that certain securities purchase agreement dated November 14, 2025 in the 2026 Quarterly Report, in which the Company erroneously accounted for the warrants as equity instruments. The Company determined that the warrants should have been classified as derivative liabilities and measured at fair value.

The Company intends to file a restatement of its unaudited condensed financial statements for the Non-Reliance Period to amend and restate unaudited condensed financial statements and other financial information. The restatement is expected to have an impact on the unaudited condensed financial statements for the Non-Reliance Period with changes reflected in the relevant unaudited condensed financial statements and related disclosures and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is a summary of the misstatements to the Company’s unaudited condensed financial statements for the three and nine months ended December 31, 2025:

As of and for the three and nine months ended December 31, 2025 (in USD’000)

●

Understatement of derivative liabilities of $4,925 and overstatement of additional paid-in capital of $2,829 as of December 31, 2025.

●

Understatement of gain on change in fair value of derivative liabilities of $813 and $813, respectively, for the three and nine months ended December 31, 2025.

●

Understatement of excess of warrant fair value over offering proceeds of $2,896 and $2,896, respectively, for the three and nine months ended December 31, 2025.

●

Overstatement of Other income, net of $13 and $13, respectively, for the three and nine months ended December 31, 2025.

The Audit Committee discussed with Marcum Asia CPAs LLP (“Marcum Asia”), the Company’s current independent registered public accounting firm, the matters disclosed in this Item 4.02.

Management has previously concluded and disclosed that the Company’s disclosure controls and procedures were not effective due to the existence of material weaknesses in the Company’s internal controls over financial reporting (“ICFR”). The Company has evaluated the impact of the errors described above on its ICFR and concluded the existing material weaknesses resulted in these errors.

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: June 30, 2026	/s/ Ronggang (Jonathan) Zhang
	Ronggang (Jonathan) Zhang,
	Chairman and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents