Current Report Filing (8-k)
October 02 2019 - 5:17PM
Edgar (US Regulatory)
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):
October 2, 2019 (September 30, 2019)
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SENMIAO
TECHNOLOGY LIMITED
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(Exact name of registrant as specified in its charter)
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Nevada
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001-38426
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35-2600898
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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16F, Shihao Square, Middle Jiannan Blvd.
High-Tech Zone, Chengdu
Sichuan, People’s Republic of China
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610000
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: +86 28 61554399
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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AIHS
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The Nasdaq Stock Market LLC
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 30, 2019,
Senmiao Technology Limited (the “Company”) received a deficiency notice from The Nasdaq Stock Market (“Nasdaq”)
informing the Company that its common stock, par value $0.0001 per share (the “Common Stock”), fails to comply with
the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based
upon the closing bid price of the Common Stock for the 30 consecutive business days prior to the date of the notice from Nasdaq.
Nasdaq’s notice
has no immediate effect on the listing of the Common Stock on The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided an initial compliance period of 180 calendar days, or until March 30, 2020, to regain compliance
with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00
per share for a minimum of ten consecutive business days prior to March 30, 2020.
If the Company is unable
to regain compliance by March 30, 2020, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate
compliance with the bid price requirement. To qualify, the Company will be required to meet the continued listing requirement for
market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception
of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during
the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second
compliance period or fails to regain compliance during the second 180-day period, Nasdaq will notify the Company of its determination
to delist the Common Stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings
Panel.
The Company intends
to monitor the closing bid price of the Common Stock and may, if appropriate, consider implementing available options to regain
compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
Item 7.01 Regulation FD
Disclosure
The Company will present
at the 20th Global Chinese Financial Forum (GCFF) Annual Conference to be held in Vancouver, Canada, on October 5, 2019.
The Company will use an investor presentation during the event and in related discussions with interested parties both during and
following such event. A copy of this investor presentation is furnished as Exhibit 99.1 to this Current Report and incorporated
herein by reference.
The foregoing information
in this Item 7.01 (including the exhibit to this Current Report) is being furnished hereunder. Such information (including the
exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURE
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.
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Dated: October 2, 2019
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SENMIAO TECHNOLOGY LIMITED
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By:
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/s/ Xi Wen
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Name:
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Xi Wen
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Title:
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Chief Executive Officer
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