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  4. [8-K] Senmiao Technology Ltd Reports Material Event

Senmiao Technology (NASDAQ: AIHS) wins approval for reverse split, 500M shares and $11M PIPE

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

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.

Positive

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Negative

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Insights

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.

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.
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
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.

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

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FAQ

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.
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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

 

Source: View Original Filing on SEC EDGAR

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