Senmiao holders OK reverse split, share hike, $11M PIPE

Senmiao Technology Limited reported voting results from its annual stockholder meeting.

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Shareholders backed major flexibility for reverse splits, share authorization and a PIPE financing.

Stockholders of Senmiao Technology Limited approved all proposals at the annual meeting, including director elections and auditor ratification. The more consequential items relate to future equity actions and potential dilution rather than current operating performance.

Authorization for reverse stock splits up to 1-for-100 and an increase in authorized common shares from 50,000,000 to 500,000,000 provide significant scope for capital structure adjustments. Approval of warrant share issuances and a private placement of up to $11,000,000 in common stock and PIPE Warrants under Nasdaq Listing Rule 5635 confirms shareholder consent for these financing arrangements.

Actual impact will depend on how many shares and warrants are ultimately issued and whether the board implements a reverse split before the next annual meeting. Subsequent company filings can clarify execution choices and resulting ownership changes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 3,135,844 shares Authorized shares increase: 50,000,000 to 500,000,000 PIPE size: $11,000,000 +5 more

8 metrics

Shares represented 3,135,844 shares Common stock present or by proxy at annual meeting

Authorized shares increase 50,000,000 to 500,000,000 Common stock authorization change approved by stockholders

PIPE size $11,000,000 Maximum amount for private placement under April 23, 2026 agreement

Reverse split range Up to 1-for-100 Board-authorized reverse stock split ratio before next annual meeting

Auditor ratification votes for 3,150,280 votes Support for Marcum Asia CPAs LLP as auditor for year ending March 31, 2026

Reverse split votes for 2,794,305 votes Votes in favor of reverse stock split authority proposal

Warrant share issuance votes for 2,334,904 votes Support for issuing shares underlying November 14, 2025 warrants

PIPE proposal votes for 2,331,324 votes Support for PIPE-related common stock and PIPE Warrants issuance

Key Terms

reverse stock splits, Nasdaq Listing Rule 5635, Securities Purchase Agreement, PIPE Warrants, +1 more

5 terms

reverse stock splits financial

"voted to authorize (but not require) the Board of Directors to effect one or more reverse stock splits of the Company’s issued and outstanding Common Stock"

A reverse stock split is when a company combines multiple existing shares into fewer higher-priced shares—like trading four small slices of a pie for one larger slice. It doesn’t change the overall value of an investor’s holdings immediately, but it raises the per-share price and can matter to investors because it can affect market perception, stock exchange listing eligibility, and trading liquidity, and it changes share counts used in investor metrics.

Nasdaq Listing Rule 5635 regulatory

"voted to approve, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock underlying the warrants"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

Securities Purchase Agreement financial

"warrants issued pursuant to the Securities Purchase Agreement dated November 14, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

PIPE Warrants financial

"approve the issuance of shares of Common Stock and warrants to purchase shares of Common Stock (the “PIPE Warrants”)"

Pipe warrants are option-like securities issued together with a private investment in a publicly traded company that give the holder the right to buy a set number of shares at a fixed price for a limited time. They matter to investors because if holders exercise them the company receives new cash but the total number of shares increases, which can reduce each existing shareholder’s ownership and earnings per share and potentially pressure the stock price—like redeeming coupons that create more pieces of the same pie.

broker non-votes regulatory

"For 2,334,904, Against 26,127, Abstentions 34, Broker Non-Votes 818,057"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AIHS stockholders approve at the June 11, 2026 annual meeting?

Stockholders approved all proposals, including electing five directors, ratifying Marcum Asia CPAs LLP as auditor, authorizing potential reverse stock splits, increasing authorized common shares, and approving warrant-related share issuances and a private placement of up to $11,000,000 in common stock and PIPE Warrants.

How many Senmiao Technology (AIHS) shares were represented at the meeting?

A total of 3,135,844 shares of common stock were represented in person or by valid proxies at the annual meeting, constituting a quorum. This allowed the company’s stockholders to validly vote on all six proposals presented for approval.

What reverse stock split authority did AIHS shareholders grant the board?

Shareholders authorized, but did not require, the board to effect one or more reverse stock splits of issued and outstanding common stock at ratios of up to 1-for-100 any time before the next annual meeting, with exact timing and ratio left to the board’s discretion.

How did AIHS change its authorized share capital at the meeting?

Stockholders approved an amendment to increase authorized common stock from 50,000,000 shares to 500,000,000 shares. This tenfold increase expands the company’s capacity to issue additional common shares for financing, warrants, or other corporate purposes as determined later.

What PIPE financing proposal did Senmiao Technology (AIHS) approve?

Stockholders approved issuing common stock and PIPE Warrants tied to a private placement of up to $11,000,000 under an April 23, 2026 Securities Purchase Agreement. The vote authorizes these securities issuances; actual proceeds depend on how much of the private placement is completed.

What was the outcome of the AIHS auditor ratification vote?

Stockholders ratified the appointment of Marcum Asia CPAs LLP as registered public accounting firm for the fiscal year ending March 31, 2026, with 3,150,280 votes for, 28,202 against, and 639 abstentions. This confirms continuity in the company’s external audit arrangements.

What warrant-related share issuance did AIHS shareholders approve under Nasdaq Rule 5635?

Shareholders approved issuing shares of common stock underlying warrants from a November 14, 2025 Securities Purchase Agreement, with 2,334,904 votes for, 26,127 against, 34 abstentions, and 818,057 broker non-votes. This satisfies Nasdaq Listing Rule 5635 requirements for that warrant share issuance.

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

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Accepted by SEC EDGAR 06/12/2026 - 04:05 PM EDT Learn about SEC filing dates

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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): June 11, 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 5.07 Submission of Matters to a Vote of Security Holders

On June 11, 2026, Senmiao Technology Limited., a Nevada corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 3,135,844 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement filed with the Securities and Exchange Commission on May 15, 2026, are as follows:

Proposal 1: The Company’s stockholders elected the following five nominees as directors, to serve until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualified, by the following vote:

Name		For				Withheld				Broker Non-Votes
Ronggang (Jonathan) Zhang			2,353,697				7,368				818,056
Chong Chen			2,353,707				7,358				818,056
Si (Simon) Li			2,353,752				7,313				818,056
Jie Gao			2,353,747				7,318				818,056
Xiaojuan Lin			2,353,662				7,403				818,056

Proposal 2: The Company’s stockholders voted to ratify appointment of Marcum Asia CPAs LLP as the Company’s registered public accounting firm for the fiscal year ending March 31, 2026 by the following vote:

For				Against				Abstentions
	3,150,280				28,202				639

Proposal 3: The Company’s stockholders voted to approve, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of Common Stock underlying the warrants issued pursuant to the Securities Purchase Agreement dated November 14, 2025 (“Warrant Share Issuance Proposal”) by the following vote:

For				Against				Abstentions				Broker Non-Votes
	2,334,904				26,127				34				818,057

Proposal 4: The Company’s stockholders voted to authorize (but not require) the Board of Directors to effect one or more reverse stock splits of the Company’s issued and outstanding Common Stock at any time prior to the Company’s next annual meeting of stockholders, with an aggregate ratio of up to one-for-one hundred (1:100), with the exact timing and ratio to be determined by the Board of Directors in its sole discretion (“Reverse Stock Split Proposal”) by the following vote:

For				Against				Abstentions
	2,794,305				384,729				87

Proposal 5: The Company’s stockholders voted to approve an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock from 50,000,000 to 500,000,000 (“Authorized Share Increase Proposal”) by the following vote:

For				Against				Abstentions
	2,747,548				383,827				47,746

Proposal 6: The Company’s stockholders voted to approve the issuance of shares of Common Stock and warrants to purchase shares of Common Stock (the “PIPE Warrants”) in connection with the Company’s private placement of up to $11,000,000 pursuant to the Securities Purchase Agreement dated April 23, 2026 (the “PIPE Proposal”) by the following vote:

For				Against				Abstentions				Broker Non-Votes
	2,331,324				28,248				1,493				818,056

1

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 12, 2026	/s/ Ronggang (Jonathan) Zhang
	Ronggang (Jonathan) Zhang, Chairman and Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB