Current Report Filing (8-k)
June 17 2021 - 4:07PM
Edgar (US Regulatory)
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0000837852
2021-06-11
2021-06-11
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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 17, 2021 (June 11, 2021)
IDEANOMICS, INC.
(Exact name of registrant as specified
in its charter)
Nevada
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20-1778374
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(State or other jurisdiction
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(IRS Employer
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of incorporation)
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Identification No.)
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001-35561
(Commission File Number)
1441 Broadway, Suite 5116, New York, NY 10018
(Address of principal executive offices)
(Zip Code)
212-206-1216
(Registrant’s telephone number, including
area code)
(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):
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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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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 ¨
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
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, $0.001 par value per share
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IDEX
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The
Nasdaq Stock Market
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Item 1.01.
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Entry into a Material Definitive Agreement
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Entry into Agreement and
Plan of Merger
On June 11, 2021, Ideanomics,
Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) and acquired 78.6% of
privately held Soletrac, Inc. (“Solectrac”) for an aggregate purchase price of $18,078,000 in cash as consideration (the “Transaction”),
subject to customary purchase price adjustments set forth in the Agreement. Ideanomics now owns 100% of Soletrac. Solectrac
is a California-based manufacturer, and distributor of premium zero-emission electric tractors that use clean renewable sources of energy,
furthering the mission to reduce commercial fleet greenhouse gas emissions
The Agreement contains customary
representations, warranties, covenants, termination rights and indemnities of the parties. Non-fundamental representations and warranties
survive for 18 months following the closing date and fundamental representations and warranties survive either indefinitely or for the
statute of limitations. The indemnification obligations of the parties are capped at $1,807,800 for non-fundamental representations and
warranties. The indemnification obligations of the parties for breaches of non-fundamental representations and warranties are subject
to a $250,000 deductible, except in the case of fraud. The Agreement contains customary covenants.
Ideanomics has agreed to fund
$12,000,000 in growth capital to Solectrac over the course of the three years following closing.
In addition to the purchase
price paid at closing, the Agreement contains three earnouts that could result in an additional payment of up to $6,000,000 to the sellers
based upon: (i) revenue and gross profit margin metrics in calendar year 2021; (ii) revenue and gross profit margin metrics in calendar
year 2022 and (iii) revenue and gross profit margin metrics in calendar year 2023.
Ideanomics has agreed to a
performance and retention plan for the benefit of certain Solectrac’s employees which could result in up to $3,000,000 paid to such
employees if certain performance targets are achieved over a 3 year period.
The foregoing description
of the Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement
which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 7.01.
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Regulation FD Disclosure
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On June 14, 2021, the Company
issued a press release announcing the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is hereby incorporated by reference herein.
The
information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished, not filed, for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01
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Financial Statements and Exhibits
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d) Exhibits
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.
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Ideanomics, Inc.
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Date: June 17, 2021
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By:
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/s/ Alfred Poor
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Alfred Poor
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Chief Executive Officer
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