UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2020 OR ¨ 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 | --- | --- | --- | --- | |--------------------------------------------------------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2020 OR ¨ 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) 35-2600898 (State or other juri ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2020 ¨ 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) | --- | --- | |-----------------------------------------|---- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended December 31, 2019 OR ¨ 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) | --- | --- | |------------ ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements present the company's financial position and performance, driven by the new automobile business and a non-cash gain on derivative liabilities [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$15.6 million** by September 30, 2019, driven by the automobile business, while total equity grew to **$11.5 million** Condensed Consolidated Balance Sheet Data (USD) | Balance Sheet Item | September 30, 2019 (Unaudited) | March 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $11,458,180 | $11,399,155 | | **Total Assets** | **$15,645,331** | **$12,314,135** | | **Total Current Liabilities** | $3,612,181 | $3,753,604 | | **Total Liabilities** | **$4,133,232** | **$3,931,393** | | **Total Stockholders' Equity** | $11,506,303 | $8,375,398 | | **Total Liabilities and Equity** | **$15,645,331** | **$12,314,135** | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) Revenue surged to **$5.9 million** for the three months ended September 30, 2019, driven by the automobile business, resulting in a net income of **$1.14 million** Statement of Operations Highlights (USD) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | **Revenues** | $5,921,166 | $71,508 | | **Gross Profit** | $1,211,982 | $71,508 | | **Loss from Operations** | ($804,301) | ($797,734) | | **Change in fair value of derivative liabilities** | $1,998,202 | $0 | | **Net Income (Loss)** | **$1,141,359** | **($790,005)** | | **Basic EPS** | $0.04 | ($0.03) | Statement of Operations Highlights (USD) | Metric | Six Months Ended Sep 30, 2019 | Six Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | **Revenues** | $11,015,606 | $196,534 | | **Gross Profit** | $2,284,110 | $196,534 | | **Loss from Operations** | ($1,200,399) | ($1,731,274) | | **Change in fair value of derivative liabilities** | $1,994,806 | $0 | | **Net Income (Loss)** | **$635,926** | **($1,720,369)** | | **Basic EPS** | $0.02 | ($0.07) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$6.1 million** for the six months ended September 30, 2019, reflecting increased working capital needs for the auto business Cash Flow Summary for Six Months Ended Sep 30 (USD) | Cash Flow Activity | 2019 (Unaudited) | 2018 (Unaudited) | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($6,064,404) | ($1,581,719) | | **Net Cash Used in Investing Activities** | ($854,695) | ($69,743) | | **Net Cash Provided by Financing Activities** | $4,650,997 | $674,617 | | **Net Decrease in Cash** | ($2,481,843) | ($1,075,492) | | **Cash at End of Period** | $2,538,667 | $10,066,074 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business shift to automobile services, cessation of P2P lending, adoption of new accounting standards, and contingent liabilities from loan guarantees - The company provides automobile transaction and related services for the ride-hailing industry in China. It ceased its online P2P lending services business in October 2019 to wind it down[19](index=19&type=chunk) - The company adopted new accounting standards ASC 606 (Revenue from Contracts with Customers) and ASC 842 (Leases) on April 1, 2019. The adoption of ASC 606 had no material change, while ASC 842 resulted in the recognition of Right-of-Use (ROU) assets and lease liabilities[75](index=75&type=chunk)[105](index=105&type=chunk) - In June 2019, the company closed a registered direct offering, issuing common stock and warrants. Warrants with exercise prices in USD are treated as derivative liabilities and re-measured to fair value each period, resulting in a significant non-cash gain in the quarter[52](index=52&type=chunk)[153](index=153&type=chunk) - Subsequent to the quarter end, on October 17, 2019, the Board approved a plan to wind down and discontinue the online lending services due to tightened regulations. The company will assume outstanding loans of approximately **$5.6 million** from platform lenders[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - The company has contingent liabilities related to guarantees on lease/loan payments for automobile purchasers, with a maximum exposure of approximately **$18.1 million** as of September 30, 2019[322](index=322&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to automobile transaction services, the cessation of P2P lending, significant revenue growth from the auto business, and the impact of a non-cash gain on financial results [Overview and Business Strategy](index=40&type=section&id=Overview%20and%20Business%20Strategy) The company's strategy focuses on automobile transaction and related services for the ride-hailing industry, having ceased its online P2P lending business due to regulatory pressures - The company's primary focus is now on its Automobile Transactions and Related Services (the "Auto Business"), which includes facilitation, sales, and financing for the ride-hailing market[199](index=199&type=chunk)[201](index=201&type=chunk) - The company ceased its online P2P lending services in October 2019 due to a tightening regulatory environment and to focus on the Auto Business. It will assume approximately **$5.6 million** in outstanding loans from the platform's lenders[200](index=200&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Financial performance dramatically improved, with revenue surging to **$5.9 million** for the three months ended September 30, 2019, driven by the auto business and a non-cash gain Results of Operations Comparison (Three Months Ended Sep 30) | Metric (USD) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | **Revenues** | $5,921,166 | $71,508 | $5,849,658 | | **Gross Profit** | $1,211,982 | $71,508 | $1,140,474 | | **Net Income (Loss)** | $1,141,359 | ($790,005) | $1,931,364 | Results of Operations Comparison (Six Months Ended Sep 30) | Metric (USD) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | **Revenues** | $11,015,606 | $196,534 | $10,819,072 | | **Gross Profit** | $2,284,110 | $196,534 | $2,087,576 | | **Net Income (Loss)** | $635,926 | ($1,720,369) | $2,356,295 | - Revenue growth was almost entirely from the automobile transaction and related services, which generated **$5.89 million** and **$10.9 million** in revenue for the three and six months ended Sep 30, 2019, respectively[244](index=244&type=chunk)[277](index=277&type=chunk) - A significant contributor to net income was a non-cash gain of **$2.0 million** for the three-month period and **$2.0 million** for the six-month period from the change in fair value of derivative liabilities (warrants)[271](index=271&type=chunk)[304](index=304&type=chunk) [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and cash equivalents decreased to **$2.5 million** by September 30, 2019, with operations financed by equity offerings and **$6.1 million** used in operating activities - Cash and cash equivalents stood at **$2,538,667** as of September 30, 2019[309](index=309&type=chunk) - In June 2019, a registered direct offering of common stock and warrants raised net proceeds of approximately **$5.1 million**[313](index=313&type=chunk) Cash Flow Summary for Six Months Ended Sep 30, 2019 (USD) | Cash Flow Activity | Amount | | :--- | :--- | | Net Cash Used in Operating Activities | ($6,064,403) | | Net Cash Used in Investing Activities | ($854,695) | | Net Cash Provided by Financing Activities | $4,650,997 | [Off-Balance Sheet Arrangements](index=62&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has off-balance sheet arrangements including contingent liabilities from loan guarantees, with a maximum exposure of **$18.1 million**, and **$1.3 million** in automobile purchase commitments - The company has a maximum contingent liability of **$18,099,000** from providing guarantees on lease/loan payments for automobile purchasers[322](index=322&type=chunk) - As of September 30, 2019, the company had purchase commitments for 115 automobiles for an aggregate price of approximately **$1.3 million**[323](index=323&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as per the report requirements - Not applicable[358](index=358&type=chunk) [Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective due to material weaknesses, including insufficient accounting expertise and inadequate policies - Disclosure controls and procedures were deemed not effective as of September 30, 2019[358](index=358&type=chunk) - Identified material weaknesses include: - Insufficient staff with U.S. GAAP/SEC knowledge - Lack of comprehensive accounting policies - Ineffective entity-level controls and procedures for related-party transactions[358](index=358&type=chunk) - Remediation efforts include hiring a U.S. GAAP consultant, an internal audit staff, and improving board communication. The company plans to hire additional accounting staff and improve internal control policies[358](index=358&type=chunk)[359](index=359&type=chunk) [PART II – OTHER INFORMATION](index=62&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=62&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[360](index=360&type=chunk) [Risk Factors](index=62&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide this information in the 10-Q - The company is a smaller reporting company and is not required to provide information for this item[361](index=361&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=70&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities - None[361](index=361&type=chunk) [Defaults Upon Senior Securities](index=70&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[361](index=361&type=chunk) [Other Information](index=70&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[361](index=361&type=chunk) [Exhibits](index=70&type=section&id=Item%206.%20Exhibits) The report lists several exhibits filed or furnished with the SEC, including CEO and CFO certifications and XBRL data files - Exhibits filed include CEO/CFO certifications and XBRL instance documents[361](index=361&type=chunk)

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements for Senmiao Technology Limited reflect significant revenue growth from the new automobile transaction business Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2019 | March 31, 2019 | | :--- | :--- | :--- | | **Total Assets** | **$17,854,623** | **$12,314,135** | | Cash and cash equivalents | $5,438,125 | $5,020,510 | | Accounts receivable, net | $1,849,418 | $326,181 | | Inventories | $2,536,026 | $1,508,244 | | **Total Liabilities** | **$9,074,163** | **$3,931,393** | | Derivative liabilities | $4,156,147 | $0 | | **Total Equity** | **$8,780,460** | **$8,382,742** | Condensed Consolidated Statements of Operations Highlights (Unaudited) | Account | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | | :--- | :--- | :--- | | **Revenues** | **$5,094,440** | **$125,026** | | Cost of revenues | ($4,022,312) | $0 | | **Gross Profit** | **$1,072,128** | **$125,026** | | Total operating expenses | ($1,468,226) | ($1,058,566) | | **Net Loss** | **($505,432)** | **($930,364)** | | Net loss attributable to stockholders | ($578,360) | ($930,364) | | **Loss per share (Basic and diluted)** | **($0.02)** | **($0.04)** | Condensed Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($3,761,808) | ($917,870) | | Net Cash Used in Investing Activities | ($695,077) | ($33,869) | | Net Cash Provided by Financing Activities | $4,940,913 | $104,272 | | **Net increase (decrease) in cash** | **$417,615** | **($889,879)** | [Organization and Principal Activities](index=9&type=section&id=1.%20ORGANIZATION%20AND%20PRINCIPALACTITIVIES) Senmiao Technology operates two main business segments in China: online lending and automobile transaction services, utilizing VIE agreements for control - The company operates in two segments: (i) online lending services via its VIE, Sichuan Senmiao, and (ii) automobile transaction and related services for the ride-hailing industry via its subsidiary Hunan Ruixi and VIE Jinkailong[18](index=18&type=chunk) - In November 2018, the company acquired a **60% equity interest** in Hunan Ruixi, which holds automobile sales and financial leasing licenses, and made a full cash contribution of **$6 million** by June 30, 2019[21](index=21&type=chunk) - The company controls Sichuan Senmiao and Jinkailong through VIE agreements, allowing consolidation of their financial statements, with total assets of approximately **$8.0 million** and liabilities of **$9.6 million** as of June 30, 2019[30](index=30&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Summary of Significant Accounting Policies](index=12&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) The company adopted ASC 606 and ASC 842, recognizing ROU assets and lease liabilities, and details fair value measurements for derivative liabilities - Adopted ASC 606 (Revenue from Contracts with Customers) on April 1, 2019, with no material impact on the timing and pattern of revenue recognition[70](index=70&type=chunk)[71](index=71&type=chunk) - Adopted ASC 842 (Leases) on April 1, 2019, recognizing approximately **$384,000** in Right-of-Use assets and **$378,000** in lease liabilities for operating leases[99](index=99&type=chunk)[100](index=100&type=chunk) - Warrants from a June 2019 offering are classified as derivative liabilities and measured at fair value on a recurring basis using Level 3 inputs (Black-Scholes model), with a fair value of **$4,156,147** as of June 30, 2019[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [Commitments and Contingencies](index=31&type=section&id=18.%20COMMITMENTS%20AND%20CONTINGENCIES) The company has significant off-balance sheet commitments, including $4.9 million in automobile purchase contracts and $14.5 million in contingent guarantee liabilities - As of June 30, 2019, the company had outstanding purchase contracts for **433 automobiles** with an aggregate price of approximately **$4.9 million**[177](index=177&type=chunk) - The company is exposed to a maximum contingent liability of approximately **$14.5 million** from its guarantee services on automobile financing if all purchasers were to default, with estimated collateral (automobiles) fair market value of about **$12.4 million**[181](index=181&type=chunk) [Segment Information](index=32&type=section&id=19.%20SEGMENT%20INFORMATION) The company reports two segments, with the automobile business generating most revenue and profit, while online lending incurred a significant loss Segment Performance for Three Months Ended June 30, 2019 | Segment | Revenues | Income / (Loss) from Operations | | :--- | :--- | :--- | | Automobile Transaction and Related Services | $5,012,563 | $415,602 | | Online Lending Services | $81,877 | ($472,345) | | Unallocated | $0 | ($339,355) | | **Consolidated Total** | **$5,094,440** | **($396,098)** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to automobile services as the primary revenue source, de-emphasizing online lending due to regulatory changes - The company is now primarily a provider of automobile transaction and related services for the ride-hailing industry in China, having de-emphasized its online lending platform business[189](index=189&type=chunk)[190](index=190&type=chunk) - The automobile business, started in late 2018, generated **$5.0 million** in revenue for the quarter ended June 30, 2019, accounting for **98.4% of total revenue**[234](index=234&type=chunk)[235](index=235&type=chunk) - The online lending business is facing significant regulatory headwinds in China, including requirements to reduce business scale, which has led to a decrease in revenue and a strategic shift away from this segment[216](index=216&type=chunk)[217](index=217&type=chunk)[219](index=219&type=chunk) - A registered direct offering in June 2019 raised approximately **$5.1 million** in net proceeds, which will be used to expand the automobile transaction business[266](index=266&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Revenues surged to $5.1 million, driven by the new automobile segment's gross profit of $0.99 million, leading to a reduced net loss of $0.51 million Comparison of Operations (Three Months Ended June 30) | Account | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | **Revenues** | **$5,094,440** | **$125,026** | **$4,969,414** | | Gross Profit | $1,072,128 | $125,026 | $947,102 | | Loss from operations | ($396,098) | ($933,540) | $537,442 | | **Net Loss** | **($505,432)** | **($930,364)** | **$424,932** | - The **$5.0 million** revenue from the new automobile segment was the sole driver of growth, while revenue from online lending services decreased by **$43,149**[234](index=234&type=chunk) - Selling, general and administrative (SG&A) expenses increased by **$480,805**, primarily due to **$573,692** in SG&A from the new automobile business[251](index=251&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by public offering proceeds, with $5.4 million in cash and $3.8 million net cash used in operations, deemed sufficient for 12 months - Cash and cash equivalents were **$5,438,125** as of June 30, 2019[262](index=262&type=chunk) - Closed a registered direct offering on June 21, 2019, with net proceeds of approximately **$5.1 million** to fund the expansion of the automobile business[266](index=266&type=chunk) Cash Flow Summary (Three Months Ended June 30, 2019) | Activity | Amount | | :--- | :--- | | Net Cash Used in Operating Activities | ($3,761,808) | | Net Cash Used in Investing Activities | ($695,077) | | Net Cash Provided by Financing Activities | $4,940,913 | [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Senmiao Technology Limited is not required to provide market risk disclosures - The company states this section is not applicable[312](index=312&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective due to material weaknesses in internal control, with remediation plans including hiring staff and improving functions - Disclosure controls and procedures were deemed not effective as of June 30, 2019[312](index=312&type=chunk) - Identified material weaknesses include: insufficient U.S. GAAP expertise, lack of a comprehensive accounting manual, improper procedures for related-party transactions, and ineffective entity-level controls[312](index=312&type=chunk) - Remediation plans include hiring additional accounting staff, improving internal audit functions, and investing in technology infrastructure[312](index=312&type=chunk) [PART II – OTHER INFORMATION](index=48&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings.) The company reported no legal proceedings during the period - None[315](index=315&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors.) As a smaller reporting company, Senmiao Technology Limited is not required to provide risk factor information - Not required to provide information as a smaller reporting company[315](index=315&type=chunk) [Other Information](index=48&type=section&id=Item%205.%20Other%20Information) Key events include the acquisition of a 49% stake in an automobile leasing company and the issuance of common stock from warrant exercises - On July 5, 2019, the company's subsidiary agreed to acquire a **49% stake** in Mashang Chuxing, an automobile leasing company, and will make a capital contribution of approximately **RMB 4.9 million** (~**$731,000**)[316](index=316&type=chunk) - On August 13, 2019, the company issued **500,470 shares** of common stock upon the exercise of Series B warrants related to the June 2019 public offering[317](index=317&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including various agreements and officer certifications - Lists various agreements such as the Intercity Carpool Business Cooperation Agreement and Securities Purchase Agreement[318](index=318&type=chunk) - Includes certifications from the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act[319](index=319&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 ¨ 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) | --- | --- | |---------------------------------------------- ...

Financial Performance - Revenues for the three months ended December 31, 2018, were $209,857, compared to $152,538 for the same period in 2017, representing an increase of approximately 37.5%[10] - The net loss for the nine months ended December 31, 2018, was $2,488,661, compared to a net loss of $1,111,140 for the same period in 2017, indicating a significant increase in losses[11] - Total operating expenses for the nine months ended December 31, 2018, were $2,914,654, up from $1,448,559 in the same period of 2017, reflecting a rise of approximately 101.5%[10] - The company reported a basic and diluted loss per share of $0.10 for the nine months ended December 31, 2018, compared to a loss of $0.05 for the same period in 2017[10] - Net revenue for the nine months ended December 31, 2018, was $406,391, compared to $335,498 for the same period in 2017, representing a growth of approximately 21%[29] - The net loss for the nine months ended December 31, 2018, was $(918,449), an improvement from a net loss of $(1,011,590) in the same period of 2017[29] - For the nine months ended December 31, 2018, the Company reported total revenues of $406,391, with $287,655 from online lending services and $118,736 from automobile transaction financing services[129] Cash Flow and Liquidity - The company reported a net cash used in operating activities of $2,462,092 for the nine months ended December 31, 2018, compared to $417,645 for the same period in 2017, showing a substantial increase in cash outflow[11] - Cash and cash equivalents at the end of the period were $9,291,719, down from $11,141,566 at the beginning of the period, indicating a decrease of approximately 16.7%[11] - Cash and cash equivalents decreased to $5,319,126 as of December 31, 2018, down from $10,961,071 at the beginning of the period[131] - The Company is exposed to liquidity risk and may seek short-term funds from financial institutions and stockholders to meet its commitments[78] Business Segments and Operations - The company operates in two segments: online lending services and automobile transaction and financing services, primarily targeting the Chinese market[13] - The company has experienced significant fluctuations in its operating results due to various market and regulatory factors in China[6] - The Company has undertaken substantial business activities in China through its subsidiaries and variable interest entities[13] - The Company has two operating segments following the acquisition of Hunan Ruixi, which occurred during the three months ended December 31, 2018[45] Investments and Acquisitions - The company plans to invest in its automobile transaction and financing services business, focusing on the ride-hailing industry in China[13] - The Company acquired 60% equity interest in Hunan Ruixi for no consideration and contributed $6,000,000 as working capital on November 22, 2018[16] - Hunan Ruixi is expected to engage in automobile financial leasing services and sales in the first half of 2019[17] - The Company executed a one-for-two reverse stock split, reducing the number of outstanding shares to 22,500,000[140] Financial Position - Total assets of the Company's VIEs as of December 31, 2018, were $10,984,820, while total liabilities were $5,533,128[28] - As of December 31, 2018, total assets amounted to $10,519,524, a decrease from $13,031,597 as of March 31, 2018[132] - The Company had approximately $5,320,000 deposited in a U.S. bank, insured up to $250,000, and $3,980,000 and $180,000 deposited in uninsured financial institutions in mainland China as of December 31, 2018[73] Expenses and Liabilities - Selling, general and administrative expenses primarily consisted of employee salaries and benefits, office rental expenses, and platform maintenance costs[66] - The company's accrued expenses and other liabilities totaled $1,071,516 as of December 31, 2018, significantly up from $404,604 in March 2018[101] - The total borrowings from financial institutions as of December 31, 2018, amounted to $441,862, with $213,877 classified as current liabilities and $227,985 as noncurrent liabilities[99] - The Company has lease commitments totaling $970,869, with rental payments of $300,004 due in 2019[126] Shareholder and Stock Information - The Company issued an aggregate of 45,000,000 shares of common stock to Sichuan Senmiao Shareholders as part of the VIE Agreements on September 18, 2017[15] - The Company closed its IPO on March 16, 2018, selling 3,000,000 shares at $4.00 per share, generating approximately $13.5 million in gross proceeds and $12.2 million in net proceeds after expenses[141] - The board approved the issuance of 25,000 RSUs to five directors, with a total fair value of $117,750, vesting in four equal quarterly installments[142] Tax and Regulatory Matters - The Company accounts for income taxes in accordance with U.S. GAAP, recognizing deferred tax liabilities and assets for expected future tax consequences[67] - The net operating loss for the nine months ended December 31, 2018, was approximately $0.88 million, with a net operating loss carryforward of approximately $1.07 million for U.S. income taxes[112] - The company had net operating loss carryforwards in the PRC of $2,948,285 as of December 31, 2018, which will expire in 2023[114] Miscellaneous - The Company adopted ASC 606 for revenue recognition in the first quarter of 2018, concluding that there were no material changes to the timing and pattern of revenue recognition[56] - There was no impairment charge against intangible assets for the three and nine months ended December 31, 2018 and 2017[52] - The Company recognized no allowance for doubtful accounts as of December 31, 2018, indicating a strong collection performance[47] - The maximum contingent liabilities the Company could face if all automobile purchasers defaulted is $9,784,719, with collateral estimated at approximately $8,497,000, covering about 87% of the contingent liabilities[77]