Core Points - Senmiao Technology Limited has completed a registered direct offering, selling 1,350,000 shares and pre-funded warrants for a total of approximately $2.8 million before expenses [1][3] - The company plans to issue additional warrants for up to 4,510,000 shares, pending stockholder approval, with an exercise price of $1.26 per share [2][4] - The financing aims to strengthen the company's financial foundation and support its growth strategy, focusing on diversifying revenue streams [3] Offering Details - The shares were sold at a purchase price of $1.26 each, with gross proceeds of about $2.8 million [1] - The offering is conducted under a "shelf" registration statement effective since September 29, 2023, with a prospectus supplement filed on November 14, 2025 [3] - The warrants will be offered under exemptions from registration requirements, and a registration statement for the resale of warrant shares will be filed within 30 days after stockholder approval [4] Company Overview - Senmiao Technology Limited is headquartered in Chengdu, Sichuan Province, and provides automobile transaction services, including sales, financing, and operating leases in China [6]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38426 SENMIAO TECHNOLOGY LIMITED (Exact name of registrant as specified in its charter) | Nevada | 35-2600898 | | --- | --- | | (State or ...

Core Points - Senmiao Technology Limited has entered into a securities purchase agreement with accredited investors for the issuance of 1,350,000 shares of common stock and pre-funded warrants to purchase 905,000 shares at a price of $1.26 per share, resulting in gross proceeds of approximately $2.8 million [1] - The company will also issue warrants to purchase up to 4,510,000 shares of common stock, which will require stockholder approval and have a term of 5.5 years with an exercise price of $1.26 per share [1][4] - The closing of the sale of shares is expected around November 17, 2025, subject to customary closing conditions [1] Company Use of Proceeds - The net proceeds from the offering will be used for general corporate purposes and working capital [2] Regulatory Information - The shares are being offered under a "shelf" registration statement on Form S-3, effective since September 29, 2023, and a prospectus supplement will be filed with the SEC [3] - The warrants and warrant shares will be offered under an exemption from registration requirements of the Securities Act, and a registration statement on Form S-1 will be filed for the resale of warrant shares within 30 days after the special meeting [4] Company Overview - Senmiao Technology Limited, headquartered in Chengdu, Sichuan Province, provides automobile transaction and related services, including sales of automobiles, financing facilitation, management, operating leases, and guarantees in China [6]

Core Insights - Premarket trading is showing notable activity with early price movements indicating potential opportunities before the market opens [1] Premarket Gainers - Galaxy Payroll Group Limited (GLXG) increased by 39% to $5.34 - Lithium Americas Corp. (LAC) rose by 31% to $7.52 - Senmiao Technology Limited (AIHS) gained 22% to $2.45 - The AES Corporation (AES) saw a 10% increase to $14.53 - Strive, Inc. (ASST) also increased by 10% to $2.77 - Shoulder Innovations, Inc. (SI) rose by 9% to $13.78 - Top KingWin Ltd (WAI) increased by 8% to $3.80 - Southland Holdings, Inc. (SLND) saw a 7% increase to $4.61 - CaliberCos Inc. (CWD) rose by 6% to $4.75 - Mannatech, Incorporated (MTEX) increased by 5% to $10.53 [3] Premarket Losers - Real Messenger Corporation (RMSG) decreased by 16% to $2.01 - Etoiles Capital Group Co., Ltd (EFTY) fell by 14% to $14.45 - Enanta Pharmaceuticals, Inc. (ENTA) dropped by 13% to $10.41 - CollPlant Biotechnologies Ltd. (CLGN) saw an 11% decrease to $2.39 - Fortress Biotech, Inc. (FBIO) declined by 10% to $3.30 - Uni-Fuels Holdings Limited (UFG) fell by 9% to $7.52 - Alset Inc. (AEI) decreased by 9% to $2.30 - JFB Construction Holdings (JFB) saw a 5% decline to $12.20 - SHF Holdings, Inc. (SHFS) dropped by 5% to $6.80 - Phio Pharmaceuticals Corp. (PHIO) decreased by 5% to $2.34 [4]

Core Insights - Chinese concept stocks experienced significant gains, with ChowChow Cloud Inte leading the surge at 215.25% increase [1] Group 1: Stock Performance - ChowChow Cloud Inte saw a closing price of 12.610, with a rise of 215.25%, translating to an increase of 8.610 and a trading volume of 20.6982 million [1] - CheChe Technology recorded a 27.12% increase, closing at 1.500, up by 0.320, with a trading volume of 2.3821 million [1] - Carbon Doctor Holdings increased by 24.87%, closing at 2.360, with an increase of 0.470 and a trading volume of 35.2056 million [1] - Senmiao Technology rose by 24.19%, closing at 2.670, up by 0.520, with a trading volume of 152 million [1] - Mercurity Fintech experienced an 18.80% increase, closing at 9.540, with an increase of 1.510 and a trading volume of 1.7784 million [1]

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - FGI Industries Ltd. (FGI) is up 278% at $15.02 [3] - Senmiao Technology Limited (AIHS) is up 96% at $4.22 [3] - Conifer Holdings, Inc. (CNFR) is up 86% at $2.11 [3] - WEBTOON Entertainment Inc. (WBTN) is up 39% at $20.81 [3] - Nukkleus Inc. (NUKK) is up 18% at $6.08 [3] - Tantech Holdings Ltd (TANH) is up 12% at $2.13 [3] - Check-Cap Ltd. (CHEK) is up 9% at $2.33 [3] - Ivanhoe Electric Inc. (IE) is up 8% at $9.71 [3] - Wolfspeed, Inc. (WOLF) is up 8% at $3.21 [3] - Bolt Projects Holdings, Inc. (BSLK) is up 5% at $3.95 [3] Premarket Losers - Envirotech Vehicles, Inc. (EVTV) is down 17% at $2.27 [4] - Dave & Buster's Entertainment, Inc. (PLAY) is down 15% at $20.40 [4] - NanoVibronix, Inc. (NAOV) is down 12% at $9.37 [4] - ADTRAN Holdings, Inc. (ADTN) is down 10% at $9.37 [4] - Rain Enhancement Technologies Holdco, Inc. (RAIN) is down 10% at $6.00 [4] - CNS Pharmaceuticals, Inc. (CNSP) is down 7% at $8.50 [4] - AVITA Medical, Inc. (RCEL) is down 7% at $6.22 [4] - Vince Holding Corp. (VNCE) is down 7% at $2.60 [4] - Monte Rosa Therapeutics, Inc. (GLUE) is down 6% at $6.50 [4] - Meiwu Technology Company Limited (WNW) is down 6% at $2.06 [4]

Group 1 - The top five gaining Chinese concept stocks at the close were: Senmiao Technology up 61.25%, Roma Green Finance up 38.83%, Four Seasons Education up 29.18%, Nature Forestry up 23.3%, and Changwei Automotive up 20.75% [1] - Senmiao Technology (AIHS) closed at 3.870 with a gain of 61.25%, increasing by 1.470, and had a trading volume of 1.025 billion [1] - Roma Green Finance (ROMA) closed at 2.485 with a gain of 38.83%, increasing by 0.695, and had a trading volume of 307.6 thousand [1] - Four Seasons Education (FEDU) closed at 14.210 with a gain of 29.18%, increasing by 3.210, and had a trading volume of 427.2 thousand [1] - Nature Forestry (NWGL) closed at 1.270 with a gain of 23.30%, increasing by 0.240, and had a trading volume of 192.34 thousand [1] - Changwei Automotive (AIEV) closed at 0.1100 with a gain of 20.75%, increasing by 0.0189, and had a trading volume of 8.188 thousand [1]

Core Viewpoint - Senmiao Technology (AIHS.US) experienced a significant increase of nearly 130%, reaching a price of $5.43, indicating strong market interest and potential growth in the fintech sector [1] Company Overview - Senmiao Technology is a comprehensive fintech company focusing on internet finance and automotive finance [1] - The company aims to provide intermediary services for freelancers, individual businesses, and small enterprises, addressing financing challenges [1] Business Model - The business model is built around scenario-based, small-scale, and decentralized transactions [1] - Current business types include ride-hailing vehicle leasing, automotive consumption installment, small business loans, personal consumption loans, dealer loans, and supply chain finance [1]

Core Viewpoint - Senmiao Technology (AIHS.US) experienced a significant increase of nearly 130%, reaching a price of $5.43, indicating strong market interest and potential growth in the fintech sector [1] Company Overview - Senmiao Technology is a comprehensive fintech company focusing on internet finance and automotive finance [1] - The company aims to provide intermediary services for freelancers, individual businesses, and small enterprises, addressing their financing challenges [1] Business Model - The business model is built around scenario-based, small-scale, and decentralized transactions [1] - Current business types include ride-hailing vehicle leasing, automotive consumption installment, small business loans, personal consumption loans, dealer loans, and supply chain finance [1]

[Cover Page and Company Information](index=1&type=section&id=Cover%20Page) This section provides fundamental details about Senmiao Technology Limited, a Nevada-registered company headquartered in Chengdu, China, whose common stock trades on Nasdaq under the ticker AIHS [Company Information](index=1&type=section&id=Company%20Information) This section provides fundamental details about Senmiao Technology Limited, a Nevada-registered company headquartered in Chengdu, China, whose common stock trades on Nasdaq under the ticker AIHS - Report type: Quarterly Report (Form 10-Q) for the quarter ended June 30, 2025[1](index=1&type=chunk) - Company name: Senmiao Technology Limited[2](index=2&type=chunk) Company Securities Information | Security Class | Trading Symbol | Listing Exchange | | :--- | :--- | :--- | | Common Stock, par value $0.0001 | AIHS | Nasdaq Stock Market | - As of August 8, 2025, the company had **1,108,312** shares of common stock issued and outstanding[6](index=6&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines the forward-looking statements within the report, which are based on management's current expectations and subject to risks and uncertainties that may cause actual results to differ materially [Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section clarifies that the report contains forward-looking statements, which are subject to various risks and uncertainties that could cause actual results to differ significantly from expectations - Forward-looking statements cover company objectives, strategies, business growth, financial expectations, and projections for China's ride-hailing and auto finance industries[10](index=10&type=chunk)[14](index=14&type=chunk) - Actual results may differ significantly due to factors including changes in Chinese regulations, public health impacts, market competition, macroeconomic conditions, and government policies[11](index=11&type=chunk)[14](index=14&type=chunk) - Statistical data and estimates from industry publications and third-party reports, though not independently verified, are considered reliable but involve assumptions and uncertainties[13](index=13&type=chunk) [PART I – FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Unaudited Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides Senmiao Technology's unaudited condensed consolidated financial statements for the period ended June 30, 2025, showing a decrease in total assets and liabilities, and a narrowed net loss [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to **$5.31 million** from **$5.80 million**, total liabilities decreased to **$4.81 million** from **$5.22 million**, and total shareholders' equity increased to **$0.45 million** from **$0.35 million** Consolidated Balance Sheet Key Items (USD) | Item | June 30, 2025 | March 31, 2025 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 867,767 | 833,577 | | Total current assets | 2,291,298 | 2,238,762 | | Total assets | 5,305,627 | 5,800,792 | | **Liabilities and Equity** | | | | Total current liabilities | 4,783,613 | 5,218,172 | | Total liabilities | 4,814,209 | 5,218,172 | | Total shareholders' equity | 448,475 | 348,256 | | Total liabilities, mezzanine equity and equity | 5,305,627 | 5,800,792 | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the three months ended June 30, 2025, total revenue was **$0.86 million**, slightly down from **$0.88 million** last year, while net loss significantly narrowed to **$0.28 million** from **$0.76 million** Operating Performance Comparison (Three Months Ended June 30) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Total revenue | $860,099 | $879,009 | | Gross profit | $196,955 | $252,970 | | Operating loss | ($611,290) | ($773,969) | | Net loss from continuing operations | ($276,438) | ($735,885) | | Net loss | ($276,438) | ($762,818) | | Net loss attributable to company shareholders | ($164,397) | ($673,420) | | Loss per share (basic and diluted) | ($0.15) | ($0.64) | [Unaudited Condensed Consolidated Statements of Changes in Equity](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity increased from **$0.35 million** at the beginning of the period to **$0.45 million** at the end, primarily due to warrant exercises and preferred stock conversions, partially offset by net loss - Beginning total equity was **$348,256**, increasing to **$448,475** at period-end[23](index=23&type=chunk) - Equity changes include: net loss of **$276,438**, increase from warrant exercises of **$226,000**, and increase from preferred stock conversion of **$191,421**[23](index=23&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended June 30, net cash used in operating activities was **$0.32 million**, while financing activities provided **$0.38 million**, resulting in an ending cash balance of **$0.87 million** Cash Flow Summary (Three Months Ended June 30) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Net cash from operating activities | ($321,155) | $16,762 | | Net cash from investing activities | ($385) | $7,250 | | Net cash from financing activities | $377,471 | ($53,707) | | Net increase (decrease) in cash | $34,190 | ($43,179) | | Cash and cash equivalents at end of period | $867,767 | $751,457 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's structure, going concern issues, accounting policies, discontinued operations, equity, related party transactions, and subsequent events, including a 1-for-10 reverse stock split in July 2025 - Company operations focus on auto transactions and related services in China, primarily for the ride-hailing industry[27](index=27&type=chunk) - The company completed the disposition of its ride-hailing platform XXTX on August 20, 2024, and now operates with a single segment[29](index=29&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to recurring net losses, accumulated deficit, and working capital deficit[37](index=37&type=chunk)[38](index=38&type=chunk) - The company implemented a **1-for-10** reverse stock split on July 29, 2025, with all share and per-share data retroactively adjusted[175](index=175&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=43&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's business, financial condition, and results, focusing on auto transaction services, the discontinued ride-hailing platform, and ongoing liquidity challenges [Overview and Business Segments](index=43&type=section&id=Overview%20and%20Business%20Segments) The company primarily offers auto transaction and related services, having discontinued its ride-hailing platform (Xixingtianxia) on August 20, 2024, which is now reported as a discontinued operation - Core business involves auto transactions and related services, primarily serving ride-hailing drivers in China[177](index=177&type=chunk) - The company sold and discontinued its ride-hailing platform business (XXTX) on August 20, 2024[178](index=178&type=chunk)[183](index=183&type=chunk) - As of June 30, 2025, the company facilitated financing for **312** vehicles, sold **1,516** vehicles, and delivered **2,185** operating lease vehicles and **192** finance lease vehicles[180](index=180&type=chunk) [Key Factors and Risks Affecting Results of Operations](index=44&type=section&id=Key%20Factors%20and%20Risks%20Affecting%20Results%20of%20Operations) Operating results are influenced by factors such as attracting lessees, managing auto leases, pricing, partner relationships, receivables collection, default risk, market competition, and Chinese ride-hailing regulations - Key factors include: expanding the lessee base, effective management of leased vehicles (Q1 2025 utilization rate approximately **88.0%**), service pricing, maintaining partner relationships, timely collections, and effective competition[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[193](index=193&type=chunk) - Competition in China's ride-hailing market has intensified, with saturation warnings issued in several cities[195](index=195&type=chunk) - Significant regulatory risks exist, as approximately **39%** of leased drivers lacked ride-hailing driver permits as of June 30, 2025, potentially leading to fines or service suspension[198](index=198&type=chunk) [Results of Operations](index=48&type=section&id=Results%20of%20Operations) For the three months ended June 30, total revenue from continuing operations slightly decreased to **$0.86 million** from **$0.88 million**, but net loss significantly narrowed to **$0.28 million** from **$0.74 million** due to reduced expenses and non-operating gains Continuing Operations Performance Comparison (Three Months Ended June 30) | Item | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $860,099 | $879,009 | ($18,910) | | Gross profit | $196,955 | $252,970 | ($56,015) | | Operating loss | ($611,290) | ($773,969) | $162,679 | | Net loss from continuing operations | ($276,438) | ($735,885) | $459,447 | - Revenue decline primarily attributed to lower average monthly rental fees in the auto leasing business, with operating lease revenue decreasing from **$0.76 million** to **$0.70 million**[202](index=202&type=chunk)[203](index=203&type=chunk) - Selling, general, and administrative expenses decreased by **5.3%**, mainly due to lower compensation and benefits from reduced headcount[212](index=212&type=chunk) - Other income of **$0.26 million** was recorded, primarily from a **$0.25 million** gain on the disposal of subsidiary Corenel[214](index=214&type=chunk) - A **$0.08 million** gain from fair value changes in derivative liabilities was recorded, compared to an **$0.01 million** loss in the prior year, significantly contributing to the improved net loss[217](index=217&type=chunk) [Liquidity and Going Concern](index=52&type=section&id=Liquidity%20and%20Going%20Concern) The company faces severe liquidity issues and substantial doubt about its ability to continue as a going concern, with a **$2.5 million** working capital deficit and **$45.3 million** accumulated deficit as of June 30, 2025 - The company has substantial doubt about its ability to continue as a going concern, primarily due to: Q1 2025 net loss of approximately **$0.3 million**, accumulated deficit of approximately **$45.3 million**, and a working capital deficit of approximately **$2.5 million**[231](index=231&type=chunk) - Management is actively seeking equity financing, bank loans, and related party financial support to mitigate going concern risks[232](index=232&type=chunk)[235](index=235&type=chunk) Cash Flow Summary (Three Months Ended June 30) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | ($321,155) | $16,762 | | Net cash from investing activities | ($385) | $7,250 | | Net cash from financing activities | $377,471 | ($53,707) | [Critical Accounting Estimates](index=56&type=section&id=Critical%20Accounting%20Estimates) The financial statements rely on critical accounting estimates involving significant judgment and uncertainty, including fair value measurement of financial instruments, credit loss provisions, and impairment assessments of long-lived assets - Critical accounting estimates include: fair value of derivative liabilities, allowance for credit losses on accounts receivable, and impairment of long-lived assets[245](index=245&type=chunk) - Fair value of derivative liabilities is estimated using the Black-Scholes model[246](index=246&type=chunk) - Allowance for credit losses is estimated based on analysis of aging, collectibility, economic conditions, and customer-specific circumstances; as of June 30, 2025, a **$5.23 million** allowance was recorded for related party receivables[247](index=247&type=chunk)[249](index=249&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is marked as "Not Applicable," indicating the company, as a smaller reporting company, is not required to provide this disclosure or deems its market risk exposure immaterial - The company has not provided quantitative and qualitative disclosures about market risk in this report, marked as "Not Applicable"[251](index=251&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2025, due to material weaknesses in internal control over financial reporting, including insufficient US GAAP accounting personnel and IT general control deficiencies - The company's CEO and CFO concluded that disclosure controls and procedures were ineffective as of June 30, 2025[252](index=252&type=chunk) - Internal control over financial reporting had three material weaknesses: 1. Lack of sufficient US GAAP accounting professionals. 2. Inadequate internal audit function policies and procedures. 3. Deficiencies in IT general controls (e.g., logical access security, change management)[254](index=254&type=chunk) - No significant changes in internal control over financial reporting occurred during the quarter that materially affected or are reasonably likely to materially affect internal control[253](index=253&type=chunk) [PART II – OTHER INFORMATION](index=59&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section contains additional information not covered in Part I, including exhibits and required certifications [Item 6. Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the 10-Q report, primarily including CEO and CFO certifications required by Sarbanes-Oxley Sections 302 and 906, and XBRL-related files for interactive data submission - The exhibit list includes CEO and CFO certifications signed under Sarbanes-Oxley Act Sections 302 and 906[256](index=256&type=chunk) - It also includes a series of XBRL (eXtensible Business Reporting Language) files for SEC electronic reporting[256](index=256&type=chunk) [SIGNATURES](index=60&type=section&id=SIGNATURES) This report was formally signed by CEO Xi Wen and CFO Xiaoyuan Zhang on August 19, 2025, confirming its authenticity and completeness - The report was signed by Chief Executive Officer Xi Wen and Chief Financial Officer Xiaoyuan Zhang[259](index=259&type=chunk) - The signing date was August 19, 2025[259](index=259&type=chunk)