Current Report Filing (8-k)
June 11 2021 - 4:58PM
Edgar (US Regulatory)
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0000837852
2021-06-10
2021-06-10
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):
June 10, 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 3.02
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Unregistered Sales of Equity Securities.
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The
information in Item 8.01 of this Form 8-K is incorporated herein by reference in its entirety.
As
previously disclosed, on May 12, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the
“Agreement”) to acquire 100% of privately held US Hybrid Corporation (“US Hybrid”) for an aggregate purchase
price of $50,000,000 in a combination of $30,000,000 of cash and $20,000,000 worth of Ideanomics stock (6,627,565 shares of common stock)
as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. US Hybrid
designs, manufactures, and markets integrated power conversion systems for battery electric, fuel cell, and hybrid vehicles, as well
as systems for renewable energy generation and storage. The Agreement was previously disclosed in the Company’s Current Report
on Form 8-K filed with the Commission on May 14, 2021 (“8-K”), Item 1.01 of which is incorporated by reference herein. The
Company issued the shares of its common stock in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities
Act, Rule 506 of Regulation D promulgated thereunder and/or Regulations S under the Securities Act.
On
June 10, 2021, Ideanomics closed the Transaction.
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 Agreement also contains mutual indemnification obligations of the parties
thereto. The indemnification obligations of the parties are capped at $25,000,000 for non-fundamental representations and warranties.
The indemnification obligations of the parties for breaches of non-fundamental representations and warranties are subject to a $100,000
deductible, except in the case of fraud. The Agreement contains customary covenants.
The
Agreement is subject to customary closing conditions, including, among other things, that certain employees of US Hybrid enter into non-competition
and solicitation agreements, including Mr. Goodarzi who has agreed to a 5 year period of non-competition and non-solicitation. Ideanomics
will have agreed to fund $25,000,000 in growth capital to US Hybrid over the course of the two years following closing. Under the terms
of the Agreement, the stock consideration, $20,000,000 of the purchase price, shall be placed in an indemnity escrow to satisfy future
indemnification obligations of the parties (if any).
Ideanomics
has agreed to a performance and retention plan for the benefit of certain US Hybrid’s employees which could result in up to $18,650,000
paid to such employees if certain performance targets are achieved over a 3 year period.
The
foregoing description of the Agreement and the Transaction does not purport to be complete, and is qualified in its entirety by reference
to the terms and conditions of the Agreement, a copy of which was filed as Exhibit 10.1 to the 8-K and incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits
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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 11, 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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