Item 1.01. Entry into a Material Definitive Agreement.
On August 4, 2020 (the
“Effective Date”), Senmiao Technology Limited (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with The Benchmark Company, LLC and Axiom Capital Management, Inc., as
representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), relating to the
public offering (the “Offering”) of 12,000,000 shares (the “Shares”) of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $0.50 per Share (the
“Offering Price”). Pursuant to the terms of the Underwriting Agreement, the Company has also granted the
Underwriters a 45-day option to purchase up to an additional 1,800,000 shares of Common Stock (the “Option
Shares” and together with the Shares, the “Securities”) to cover over-allotments, if any, at the Offering
Price less the underwriting discounts and commissions. An underwriting discount of 7% will be applied to the Offering Price,
except for Shares purchased by certain existing investors of the Company (the “Excluded Investors”), an
underwriting discount of 6% will be applied. The net proceeds to the Company from the sale of the Shares, after deducting the
underwriting discounts and commissions and other estimated offering expenses payable by the Company, are expected to be
approximately $5.32 million assuming no exercise by the Underwriters of their over-allotment option for the Option Shares or
$6.16 million if the Underwriters exercise their over-allotment option for the Option Shares in full.
In connection with the Offering, the
Company has agreed to issue the Underwriters, on a private placement basis, warrants (the “Warrants” and together
with the shares of Common Stock issuable upon exercise of the Warrants, the “Underwriters Securities”) to
purchase up to a number of shares of Common Stock representing 5% of the aggregate number of Securities sold in the Offering,
excluding the Securities sold to the Excluded Investors, for which the Underwriters will be issued warrants to purchase up to
4% of the total Securities sold. 568,000 Warrants are expected to be issued on the closing date of the Offering. The Warrants will be exercisable for a period of
five years commencing six months from the Effective Date at a price per share equal to 125% of the Offering Price and are
exercisable on a “cashless” basis.
The Securities will be issued
pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-230397) previously filed with the U.S.
Securities and Exchange Commission (the “Commission”) on March 19, 2019 and declared effective by the Commission
on April 15, 2019 and a related preliminary prospectus supplement dated August 3, 2020. The Offering is expected to
close on or about August 6, 2020, subject to satisfaction of customary closing conditions.
Pursuant to the Underwriting Agreement,
the Company, its directors, officers and certain stockholders have agreed not to sell or otherwise dispose of any of the Company’s
securities held by them for a period ending 90 days after the Effective Date without first obtaining the written consent of Underwriters.
The Underwriting Agreement contains customary
representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting
Agreement provides for indemnification by the Underwriters of the Company, its directors and officers, and by the Company of the
Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”), and affords certain rights of contribution with respect thereto.
The legal opinion of Ellenoff Grossman
& Schole LLP relating to the legality of the issuance and sale of the Securities is attached as Exhibit 5.1 to this Current
Report on Form 8-K.
The description of terms and conditions
of the Underwriting Agreement and the form of Warrant set forth herein does not purport to be complete and is qualified in its
entirety by the full text of the Underwriting Agreement and the form of Warrant, which are attached hereto as Exhibits 1.1 and 4.1,
respectively.
This Current Report on Form 8-K does not
constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
Cautionary Note on Forward-Looking
Statements
This Current Report on Form 8-K contains
forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offering
and the amount of proceeds expected from the Offering. The risks and uncertainties involved include the Company’s ability
to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the
Company’s filings with the Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based
on the Company’s current expectations and assumptions and speak only as of the date of this report. The Company does not
intend to revise or update any forward-looking statement in this report to reflect events or circumstances arising after the date
hereof, except as may be required by law.