Current Report Filing (8-k)
September 02 2022 - 4:31PM
Edgar (US Regulatory)
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0000837852
2022-09-01
2022-09-01
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):
September 1, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 1.01 Entry into a Material Definitive
Agreement.
On September 1,
2022 (the “Effective Date”), Ideanomics, Inc., a Nevada corporation (the “Company”)
entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., (“YA”).
The Company will be able to sell up to sixty million of the Company’s shares of common stock, par value $0.001 per share (the “Common
Shares”) at the Company’s request any time during the 36 months following the date of the SEPA’s entrance into
force. The shares would be purchased at 95% of the Market Price (as defined below) and would be subject to certain limitations, including
that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market
Price” shall mean the lowest daily VWAP of the Common Shares during the three consecutive trading days commencing on the
advance notice date, other than the daily VWAP on any excluded days. “VWAP” means, for any trading day, the
daily volume weighted average price of the Common Shares for such trading day on the principal market during regular trading hours as
reported by Bloomberg L.P.
Pursuant to the SEPA,
the Company is required to register all shares which YA may acquire. The Company agreed to file with the Securities and Exchange Commission
(the “SEC”) a Registration Statement (as defined in the SEPA) registering all of the shares of common stock
that are to be offered and sold to YA pursuant to the SEPA. The Company is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA.
Pursuant to the SEPA,
the use of proceeds from the sale of the shares by the Company to YA shall be used by the Company in the manner as will be set forth in
the prospectus included in the Registration Statement (and any post-effective amendment thereto) and any prospectus supplement thereto
filed pursuant to the SEPA.
There are no other restrictions
on future financing transactions. The SEPA does not contain any right of first refusal, participation rights, penalties or liquidated
damages. The Company has paid YA Global II SPV, LLC, a subsidiary of YA, a structuring fee in the amount of $10,000, and, on the Effective Date, the Company agreed to issue to YA an aggregate of six hundred thousand Common Shares, as
a commitment fee.
YA has agreed that neither
it nor any of its affiliates shall engage in any short-selling or hedging of our common stock during any time prior to the public disclosure
of the SEPA.
Unless earlier terminated
as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following
the 36-month anniversary of the Effective Date or (ii) the date on which the YA shall have made payment of Advances (as defined in
the SEPA) pursuant to the SEPA for the Common Shares equal to the Commitment Amount (as defined in the SEPA).
The foregoing is a summary
description of certain terms of the SEPA. For a full description of all terms, please refer to the copy of the SEPA that is filed herewith
as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the
entire text of the SEPA.
Item 9.01 Financial
Statements and Exhibits.
(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: September 2, 2022 |
By: |
/s/ Alfred P. Poor |
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Alfred P. Poor |
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Chief Executive Officer |
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