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 25, 2022
| 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 x
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 April 25, 2022, Senmiao Technology Limited, a Nevada corporation (the “Company”) held its special meeting of stockholders (the “Special Meeting”). Holders of 31,888,966 shares of the Company's common stock as of March 1, 2022, the record date prior to the effectiveness of the 1-for-10 reverse stock split on April 6, 2022, were present in person or by proxy at the Special Meeting, representing 51.61% of the total outstanding shares of common stock and therefore constituting a quorum of more than a majority of the shares outstanding and entitled to vote at the Special Meeting as of the record date.
The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows. In accordance with the Company’s, broker non-votes were not counted as votes cast.
1. A proposal to approve any future adjustment of exercise prices of the Company’s Investor Warrants issued to investors in connection with a private placement closed on November 10, 2021 below their floor prices in accordance with the terms of such Investor Warrants.
| For | | | Against | | | Abstain/Withhold | |
| | 30,251,257 | | | | 507,286 | | | | 1,130,423 | |
2. A proposal to approve the amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company from 100,000,000 to 500,000,000 and the number of authorized shares of preferred stock of the Company from 10,000,000 to 50,000,000.
| For | | | Against | | | Abstain/Withhold | |
| | 31,192,373 | | | | 687,456 | | | | 9,137 | |
Pursuant to the foregoing votes, (i) the future adjustment of exercise prices of the Company’s Investor Warrants issued to investors in connection with a private placement closed on November 10, 2021 below their floor prices in accordance with the terms of such Investor Warrants was approved and (ii) the amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of common stock and preferred stock of the Company was approved.
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 29, 2022 | By: | /s/ Xiaoyuan Zhang |
| | Name: | Xiaoyuan Zhang |
| | Title: | Chief Financial Officer |
