Current Report Filing (8-k)
April 26 2021 - 4:06PM
Edgar (US Regulatory)
0000837852
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0000837852
2021-04-20
2021-04-20
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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):
April 20, 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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Stock Purchase Agreement
with FNL Technologies, Inc.
On
April 20, 2021, Ideanomics, Inc. (“Ideanomics”) entered into a Stock Purchase Agreement (the “Purchase Agreement”)
with FNL Technologies, Inc., the owner and operator of the social media platform Hoo.be (“FNL”), pursuant to which Ideanomics
made an investment into FNL which included the investment of $2,876, 431 cash into FNL and the sale of 100% of Grapevine Logic, Inc.,
a subsidiary of Ideanomics, to FNL. Ideanomics received 633,675 shares of common stock of FNL at a subscription price of $8.09 per share
of common stock, and Ideanomics also converted a $250,000 Simple Agreement for Future Equity into 39,903 shares of common stock. Ideanomics
will have approximately 20% ownership of FNL. FNL will appoint Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member
of its board of directors.
FNL Technologies owns and operates social media
platform hoo.be, a popular online platform which enables online influencers, artists, athletes, personalities, and businesses to provide
followers with a single place to access all official social media platforms. Hoo.be is used by leading online influencers, artists, athletes,
and more, including 50 Cent, Chris Paul, Manon Mathews, and Steve Aoki.
Ideanomics issued a Press
Release on April 21, 2021 announcing the Purchase Agreement, a copy of which is filed herewith as Exhibit 99.1 to this Current Report
on Form 8-k and is incorporated by reference herein.
The foregoing description
of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed
herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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: April 26, 2021
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By:
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/s/ Alfred Poor
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Name:
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Alfred Poor
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Title:
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Chief Executive Officer
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