Current Report Filing (8-k)
July 27 2022 - 4:02PM
Edgar (US Regulatory)
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0000837852
2022-07-21
2022-07-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
July 21, 2022
IDEANOMICS, INC.
(Exact name of registrant as specified
in its charter)
Nevada |
20-1778374 |
(State or other jurisdiction of |
(IRS Employer |
incorporation) |
Identification No.) |
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)
N/A
(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:
|
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common stock, $0.001 par value per share |
IDEX |
The
Nasdaq Stock Market |
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. ¨
Item 4.01 Changes in Registrant’s
Certifying Accountant.
(a) Dismissal of Independent
Registered Public Accounting Firm
BDO USA, LLP (“BDO”)
was previously the independent registered public accounting firm for Ideanomics, Inc. (the “Company”) since
September 24, 2021. On July 21, 2022, the Company dismissed BDO. The dismissal of BDO was approved by the Audit Committee of the board
of directors of the Company (the “Audit Committee”). BDO was appointed as the Company’s independent registered
public accounting firm for the fiscal year ended December 31, 2021, on September 24, 2021, and did not issue an audit report on the Company’s
financial statements for the fiscal year ended December 31, 2021.
During the fiscal year
ended December 31, 2021, and through July 21, 2022, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of
Regulation S-K and related instructions) with BDO on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO, would have caused BDO to make reference
to the subject matter of the disagreements. During the fiscal year ended December 31, 2021, and through July 21, 2022, there have been
no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided
BDO with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that BDO furnish the
Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant
to Item 304(a)(3) of Regulation S-K, stating whether or not BDO agrees with the statements related to them made by the Company in this
Current Report on Form 8-K (this “8-K”).
(b) Newly Engaged
Independent Registered Public Accounting Firm
On July 27, 2022, the
Company engaged Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s new independent registered public
accounting firm, effective immediately, to perform independent audit services for the fiscal year ended December 31, 2021. The decision
to appoint Grassi was approved by the Audit Committee. During the fiscal years ended December 31, 2021 and 2020 and through July 27,
2022, neither the Company, nor anyone on its behalf, consulted Grassi regarding either (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated
financial statements of the Company, and no written report or oral advice was provided to the Company by Grassi that was an important
factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter
that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 8.01. Other Events.
On July 25, 2022, the
Company received formal notice that the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) had granted the Company’s request for continued listing on Nasdaq pursuant to an extension
through September 12, 2022 to evidence full compliance with Nasdaq’s filing requirement, as set forth in Nasdaq Listing Rule 5250(c)(1).
Pursuant to the terms of the Staff’s determination, on or before September 12, 2022, the Company must file with the SEC the Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022,
and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, which in the normal course must be filed with the SEC by August
14, 2022 (collectively, the “Periodic Reports”).
The Company is diligently
working to file the Periodic Reports with the SEC by September 12, 2022, in accordance with the terms of the Staff’s decision; however,
there can be no assurance the Company will be able to do so. In the event the Company does not evidence full compliance with Nasdaq’s
filing requirement by September 12, 2022, the Staff will issue a delist determination, which the Company will have the right to appeal
to a Nasdaq Hearings Panel (the “Panel”). The Company’s request for a hearing would stay any further action
by the Staff at least pending a hearing, the subsequent issuance of a decision by the Panel, and the expiration of any additional extension
the Panel may grant to the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
104 |
|
Cover page Interactive Data File (embedded within the Inline XBRL document). |
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: July 27, 2022 |
By: |
/s/ Alfred P. Poor |
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Alfred P. Poor |
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Chief Executive Officer |
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