Senmiao plans $11M private placement with warrants

Senmiao Technology Limited entered into a securities purchase agreement for a private placement of up to 10,000,000 units.

Rhea-AI Filing Summary

Senmiao Technology Limited entered into a securities purchase agreement for a private placement of up to 10,000,000 units. Each unit consists of one share of common stock and four warrants, sold at $1.10 per unit, for potential gross proceeds of approximately $11,000,000 if all units are sold.

Each warrant allows the holder to buy one share of common stock at an exercise price of $1.46 per share until 2031. The units are being sold to accredited or sophisticated investors under Regulation D, with net proceeds earmarked for working capital and general corporate purposes. Closing is subject to conditions, including stockholder approval for the issuance of the units.

Insights

Capital markets analyst

Senmiao arranges a Reg D private placement with attached warrants.

Senmiao Technology Limited agreed to sell up to 10,000,000 units at $1.10 each, for potential gross proceeds of about $11,000,000. Each unit includes one common share plus four warrants exercisable at $1.46 per share through 2031.

The structure combines immediate equity issuance with significant warrant coverage, which may expand the share count over time if investors exercise. The transaction relies on a Regulation D exemption and targets accredited or sophisticated investors, with net proceeds allocated to working capital and general corporate purposes.

Completion depends on various closing conditions, notably stockholder approval at the next stockholder meeting for the issuance of the units. Actual capital raised and future warrant exercises will depend on investor participation and market conditions around the 2031 warrant term.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Units offered: 10,000,000 units Unit price: $1.10 per unit Gross proceeds: $11,000,000 +3 more

6 metrics

Units offered 10,000,000 units Aggregate units in private placement

Unit price $1.10 per unit Purchase price for each unit

Gross proceeds $11,000,000 Approximate gross proceeds if all units sold

Warrants per unit 4 warrants Each unit includes four warrants

Warrant exercise price $1.46 per share Exercise price for each warrant share

Warrant term Until 2031 Termination date for warrant exercise

Key Terms

securities purchase agreement, Regulation D, accredited investor, sophisticated investor, +2 more

6 terms

securities purchase agreement financial

"entered into a certain securities purchase agreement (the “SPA”)"

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.

Regulation D regulatory

"The Units are being offered and sold in reliance on an exemption provided by Regulation D of the Securities Act."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investor regulatory

"it is either (i) an “accredited investor” as defined in Rule 501(a)(1),"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

sophisticated investor regulatory

"or (ii) a “sophisticated investor” as defined in Rules 501 and 506(b)(2)"

warrant financial

"and four (4) warrants (each, a “Warrant”), each to purchase one (1) share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

FAQ

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

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

Senmiao Technology agreed to a private placement of up to 10,000,000 units. Each unit includes one common share and four warrants, sold at $1.10 per unit to accredited or sophisticated investors under Regulation D, subject to customary closing conditions including stockholder approval.

How much capital could Senmiao Technology (AIHS) raise from this private placement?

If all 10,000,000 units are sold at $1.10 each, Senmiao Technology’s gross proceeds would be approximately $11,000,000. The company plans to use the net proceeds primarily for working capital and general corporate purposes, supporting its ongoing operations and liquidity needs.

What are the key terms of the warrants issued by Senmiao Technology (AIHS)?

Each unit includes four warrants, and each warrant allows the holder to purchase one share of common stock. The exercise price is $1.46 per share, subject to adjustment, and the warrants are exercisable from the initial exercise date until the stated termination date in 2031.

Who can purchase the units in Senmiao Technology’s (AIHS) offering?

The units are being sold to investors who represent they are either accredited investors under specific Rule 501(a) categories or sophisticated investors under Rules 501 and 506(b)(2). The offering relies on a Regulation D exemption from registration under the Securities Act.

What conditions must be met before Senmiao Technology (AIHS) closes the offering?

Closing is subject to various conditions, including receiving stockholder approval at the company’s next stockholder meeting for issuing the units. The offering will close only after these and other customary conditions in the securities purchase agreement are satisfied or waived.

How does Senmiao Technology (AIHS) intend to use the proceeds from the unit offering?

Senmiao Technology intends to use the net proceeds from selling the units for working capital and general corporate purposes. This typically includes funding day-to-day operations, covering operating expenses, and supporting general business activities as determined by management.

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

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Accepted by SEC EDGAR 04/24/2026 - 04:35 PM 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): April 23, 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 1.01 Entry into a Material Definitive Agreement.

Units Private Placement

On April 23, 2026, Senmiao Technology Limited (the “Company”) entered into a certain securities purchase agreement (the “SPA”) with certain purchasers (the “Investors”), pursuant to which the Company agreed to sell an aggregate of up to 10,000,000 units (the “Units”), each Unit consisting of one (1) share of its common stock, par value $0.0001 per share (“Common Stock”), and four (4) warrants (each, a “Warrant”), each to purchase one (1) share of Common Stock (the “Offering”), at a purchase price of $1.10 per Unit. The aggregate gross proceeds to the Company from the Offering, if all Units are sold, will be approximately $11,000,000.

Each Warrant is exercisable at a price of $1.46 per share of Common Stock, subject to adjustment, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on the Termination Date in 2031.

Each Investor has represented that it is either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) a “sophisticated investor” as defined in Rules 501 and 506(b)(2) under the Securities Act. Each Investor is acquiring the Units for investment purposes for its own account and not with a view to a distribution of all or any part thereof. The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the absence of any material adverse effect, and (b) the absence of legal proceedings that affect the completion of the transactions contemplated by the SPA.

Assuming the accuracy of each Investor’s representations and warranties, no registration under the Securities Act is required for the offer and sale of the Units by the Company to the Investors as contemplated by the SPA. The Units are being offered and sold in reliance on an exemption provided by Regulation D of the Securities Act.

The net proceeds from the sale of the Units shall be used by the Company for working capital and general corporate purposes.

The consummation of the Offering is subject to various closing conditions, including, among others, receipt of stockholder approval at the Company’s next meeting of stockholders for the issuance of the Units. The closing of the Offering shall occur upon the satisfaction or waiver of all such closing conditions.

The form of the SPA and the form of the Warrant are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and the Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Common Stock Securities Purchase Agreement
10.2		Form of Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 24, 2026	By:	/s/ Ronggang (Jonathan) Zhang
	Name:	Ronggang (Jonathan) Zhang
	Title:	Chief Financial Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF COMMON STOCK SECURITIES PURCHASE AGREEMENT 250.1 KB
• EX-10.2 FORM OF WARRANT 75.9 KB

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