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 20, 2019

 

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, 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 ( see  General Instruction A.2. below):

 

¨ 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 8.01 Other Events.

 

As previously reported, on June 17 2019, Senmiao Technology Limited., a Nevada corporation (the “Company”), entered into a securities purchase agreement with certain accredited investors in connection with the registered direct public offering of: (i) 1,781,361 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), (ii) Series A warrants (the “Series A Warrants”) to purchase up to an aggregate of 1,336,021 shares of Common Stock and (iii) Series B warrants (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase up to a maximum aggregate of 1,116,320 shares of Common Stock, pursuant to a registration statement on Form S-3 (File No. 333-230397) filed with the Securities Exchange Commission on March 3, 2019 and declared effective by the Commission on April 15, 2019 (the “Registration Statement”).

 

The Company is filing the opinion of its counsel, Ellenoff Grossman & Schole LLP, relating to the legality of the issuance and sale of the Shares, Warrants and the shares underlying the Warrants, as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated by reference and into the Registration Statement.

 

Item 9.01 Financial Statements and Exhibits.

  

  (d) Exhibits.

 

Exhibit No.   Description
5.1   Form of Opinion of Ellenoff Grossman & Schole LLP  

 

 

 

 

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.

 

Dated: June 20, 2019 SENMIAO TECHNOLOGY LIMITED  
     
  By:  /s/ Xi Wen  
   

Name: Xi Wen

Title:   Chief Executive Officer

 

 

 

 

Exhibit 5.1

 

June 19, 2019

 

Senmiao Technology Limited

16F, Shihao Square, Middle Jiannan Blvd. High-Tech Zone

Chengdu, Sichuan, China 610000

 

Ladies and Gentlemen:

 

We have acted as counsel to Senmiao Technology Limited, a Nevada corporation (the “Company”), in connection with the offering and sale (the “Offering”) by the Company of (a) 1,781,361 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at $3.38 per share (the “Share Purchase Price”); (b) Series A common stock purchase warrants (the “Series A Warrants”) to purchase up to an aggregate of 1,336,021 shares of Common Stock (the “Series A Warrant Shares”), immediately exercisable upon the date of issuance (the “Series A Initial Exercise Date”) at an exercise price per share of $3.72 (the “Exercise Price”) and which expires on the fourth (4 th ) year anniversary of the Series A Initial Issuance Date; and (c) pre-funded Series B common stock purchase warrants (the “Series B Warrants”) exercisable, in the aggregate for a maximum of 1,116,320 shares of Common Stock (the “Series B Warrant Shares,” and together with the Shares, the Series A Warrants, Series B Warrants and the Series A Warrant Shares, the “Securities”), subject to adjustment pursuant to the terms and conditions of the form of Series B Warrant as attached hereto as Exhibit A , exercisable after the fiftieth (50 th ) day after the closing of the Offering, at the Exercise Price and which expire on the first (1 st ) year anniversary of the date of issuance of such Series B Warrants. The Securities are being sold pursuant to a securities purchase agreement dated June 17, 2019, by and between the Company and certain accredited investor purchasers thereto. The Securities are being offered for sale pursuant to the Company’s registration statement on form S-3 (File No. 333-230397) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus, dated March 19, 2019 (the “Prospectus”) and the prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, dated June 20, 2019 (the “Prospectus Supplement”). In connection with the Offering and pursuant to an engagement letter between the Company FT Global, Inc. (the “Placement Agent”), the Company agreed to issue to the Placement Agent warrants (the “Placement Warrants”) to purchase 142,509 shares of Common Stock (the ‘Placement Warrant Shares”).

 

In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus and the Prospectus Supplement, and originals or copies, certified or otherwise identified to our satisfaction, of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed, without independent verification, the genuineness of all signatures (whether original or photocopied), the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified copies or photocopied.

 

 

 

 

 Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications, limitations and exceptions set forth below, we are of the opinion that:

 

1. With respect to the Shares, such shares of Common Stock will be validly issued, fully paid and non-assessable.

 

2. With respect to the issuance of the Series A Warrants, such warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

 

3. With respect to the issuance of the Series B Warrants, such warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

 

4. With respect to the Series A Warrant Shares, such shares, if and when issued, will be validly issued, fully paid and non-assessable.

 

5. With respect to the Series B Warrant Shares, such shares, if and when issued, will be validly issued, fully paid and non-assessable.

 

6. With respect to the issuance of the Placement Warrants, such warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

 

7. With respect to the Placement Warrant Shares such shares, if and when issued, will be validly issued, fully paid and non-assessable.

  

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” therein. In giving our consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, the Prospectus or any prospectus supplement within the meaning of the term “expert,” nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

  

 

Yours truly,

 

/s/ Ellenoff Grossman & Schole LLP

 

Ellenoff Grossman & Schole LLP