FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
IDEANOMICS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization) |
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20-1778374
(I.R.S. Employer
Identification No.) |
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1441 Broadway,
Suite 5116
New York,
NY 10018
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Ideanomics, Inc. Amended and Restated 2010 Equity
Incentive Plan
(Full title of the plan)
Alfred
P. Poor
Chief
Executive Officer
1441 Broadway,
Suite 5116
New York,
NY 10018
(Name and address of agent for service)
(212)
206-1216
(Telephone number, including area code, of agent
for service)
Copies
to:
William
N. Haddad, Esq.
Arif Soto,
Esq.
Venable
LLP
1270 Avenue
of the Americas, 24th Floor
New York,
NY 10020
(212)
503-9812
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer x |
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT
TO GENERAL INSTRUCTION E OF
FORM S-8
EXPLANATORY NOTE
This Registration Statement
is filed by Ideanomics, Inc., a Nevada corporation (the “Registrant”) to register 63,200,000 additional shares of
its common stock, $0.001 par value (the “Common Stock”), issuable to eligible employees, directors and consultants
of the Registrant and its affiliates under the Registrant’s Amended and Restated 2010 Equity Incentive Plan (the “Plan”).
The Registrant’s Registration Statements on Form S-8 filed with the U.S. Securities and Exchange Commission on June
17, 2015 (File No. 333-205043), January
28, 2020 (File No. 333-236108) and February
12, 2021 (File No. 333-253059 (collectively, the “Prior Registration Statements”) relating to the Plan are each
incorporated by reference herein. This Registration Statement relates to securities of the
same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form
S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration
Statements relating to the Plan are incorporated herein by reference and made part of this Registration Statement, except to the extent
supplemented, superseded or modified by the specific information set forth below and/or the specific exhibits attached hereto.
PART II. INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
* Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on January 25, 2023.
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IDEANOMICS, INC. |
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By: |
/s/ Alfred P. Poor |
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Alfred P. Poor |
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Chief Executive Officer |
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By: |
/s/ Stephen Johnston |
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Stephen Johnston |
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Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Alfred P. Poor and Stephen Johnston and each of them,
as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in
any and all capacities, in connection with this Registration Statement, including to sign and file in the name and on behalf of the undersigned
as director or officer of the registrant any and all amendments or supplements (including any and all stickers and post-effective amendments)
to this Registration Statement, with all exhibits thereto, and other documents in connection therewith with the U.S. Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agent, with
full power and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agents, or any substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
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Title |
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Date |
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| /s/ Alfred P. Poor |
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| Alfred P. Poor |
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Chief Executive Officer (Principal Executive Officer), Director |
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January 25, 2023 |
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| /s/ Stephen Johnston |
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| Stephen Johnston |
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Chief Financial Officer (Principal Financial Officer) |
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January 25, 2023 |
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| /s/ Shane McMahon |
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| Shane McMahon |
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Chairman |
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January 25, 2023 |
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| /s/ James S. Cassano |
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| James S. Cassano |
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Director |
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January 25, 2023 |
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| /s/ Jerry Fan |
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| Jerry Fan |
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Director |
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January 25, 2023 |
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