Securities Registration Statement (s-1/a)
January 30 2023 - 4:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on January 30, 2023.
Registration No. 333-269001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Ideanomics, Inc.
(Exact name of registrant as specified in our charter)
| Nevada |
7380 |
20-1778374 |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer Identification Number) |
1441 Broadway, Suite 5116
New York, NY 10018
(212) 206-1216
(Address, including zip code, and telephone number,
including
area code, of registrant’s principal executive
offices)
Alfred P. Poor
Chief Executive Officer
1441 Broadway, Suite 5116
New York, NY 10018
(212) 206-1216
(Name, address, including zip code, and telephone
number, including
area code, of agent for service)
Copies to:
William N. Haddad, Esq.
Venable LLP
1270 Avenue of the Americas, 24th Floor
New York, NY 10020
(212) 503-9812
Approximate date of commencement of proposed
sale to the public: from time to time after the effective date of this registration statement.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: x
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 |
¨ |
| |
|
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. ¨
The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further
amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Ideanomics, Inc.
(the “Company”) is filing this Amendment No. 2 to its Registration Statement on Form S-1 (File No. 333-269001)(the
“Registration Statement”) to (i) file the consents of BF Borgers CPA PC
and Grassi & Co, CPAs, P.C. filed herewith as Exhibits 23.1 and 23.2, respectively, in order to update the consent previously
filed with the Registration Statement, and (ii) to correct the check mark on the cover page of the Registration Statement that
the Company is an “accelerated filer.” Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory
note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the
filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II—INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | The following exhibits are filed as part of this registration statement: |
| Exhibit
No. |
|
Description |
| 2.1 |
|
Agreement
and Plan of Merger by and among Ideanomics, Inc. and the stockholders of Wireless Advanced Vehicle Electrification, Inc. [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on January 19, 2021] |
| |
|
|
| 2.2 |
|
Agreement
and Plan of Merger by and among the Company, US Hybrid Corporation, USH Merger Corp. and Dr. Gordon Abas Goodarzi [incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on May 14, 2021] |
| |
|
|
| 2.3 |
|
Agreement
and Plan of Merger by and among the Company, Solectrac, SolectracMerger Corp. and certain other securityholders [incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on June 17, 2021] |
| |
|
|
| 2.4 |
|
Agreement
and Plan of Merger, dated August 30, 2021, by and among Ideanomics, Inc., Longboard Merger Corp., Via Motors International, Inc.
and Shareholder Representative Services LLC [incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form
8-K (File No. 001-35561) filed on September 3, 2021] |
| |
|
|
| 2.5 |
|
Amendment
No. 1 to Agreement and Plan of Merger by and among the Company, Longboard Merger Corp., Via Motors International, Inc., and Shareholder
Representative Services LLC [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
001-35561) filed on May 23, 2022] |
| |
|
|
| 2.6 |
|
Amendment
No. 2 to Agreement and Plan of Merger by and among the Company, Longboard Merger Corp., Via Motors International, Inc., and Shareholder
Representative Services LLC [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
001-35561) filed on June 16, 2022] |
| |
|
|
| 3.1 |
|
Articles
of Incorporation of the Company, as amended to date [incorporated by reference to Exhibit 3.1 to the Company’s Annual Report
on Form 10-K (File No. 001-35561) filed on March 30, 2012] |
| |
|
|
| 3.2 |
|
Second
Amended and Restated Bylaws, adopted on January 31, 2014 [incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K (File No. 001-35561) filed on February 6, 2014] |
| |
|
|
| 3.3 |
|
Amendment
No. 1 to the Second Amended and Restated Bylaws, adopted on March 26, 2015 [incorporated by reference to Exhibit 3.3 to the Company’s
Annual Report on Form 10-K (File No. 001-35561) filed on March 30, 2015] |
| |
|
|
| 3.4 |
|
Amendment
No. 2 to the Second Amended and Restated Bylaws, adopted on November 20, 2015. [incorporated by reference to Exhibit 3.3 to the Company’s
Current Report on Form 8-K (File No. 001-35561) filed on November 24, 2015] |
| |
|
|
| 3.5 |
|
Amendment
No. 3 to the Second Amended and Restated Bylaws, adopted November 10, 2021 [incorporated by reference to Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q (File No. 001-35561) filed on November 23, 2021] |
| |
|
|
| 3.6 |
|
Certificate
of Designation of Series A Preferred Stock [incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form
10-Q (File No. 001-35561) filed on August 23, 2010] |
| |
|
|
| 3.7 |
|
Certificate
of Designation of Series B Preferred Stock, as corrected by Certificate of Correction [incorporated by reference to Exhibit 3.7 to
the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on September 2, 2022] |
| 3.8 |
|
Certificate
of Designation of Series C Preferred Stock [incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form
8-K (File No. 001-35561) filed on August 31, 2012] |
| |
|
|
| 3.9 |
|
Certificate
of Designation of Series D 4% Convertible Preferred Stock [incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K (File No. 001-35561) filed on July 11, 2013] |
| |
|
|
| 3.10 |
|
Certificate
of Designation of Series E Convertible Preferred Stock [incorporated by reference to Exhibit 4.1 to the Company’s Current Report
on Form 8-K (File No. 001-35561) filed on February 6, 2014] |
| |
|
|
| 3.11 |
|
Certificate
of Withdrawal of Designation relating to the Series B Preferred Stock, filed with the Secretary of State of Nevada on November 16,
2022 [incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November
18, 2022] |
| |
|
|
| 3.12 |
|
Certificate
of Withdrawal of Designation relating to the Series C Preferred Stock, filed with the Secretary of State of Nevada on November 16,
2022 [incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November
18, 2022] |
| |
|
|
| 3.13 |
|
Certificate
of Withdrawal of Designation relating to the Series D Preferred Stock, filed with the Secretary of State of Nevada on November 16,
2022 [incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November
18, 2022] |
| |
|
|
| 3.14 |
|
Certificate
of Withdrawal of Designation relating to the Series E Preferred Stock, filed with the Secretary of State of Nevada on November 16,
2022 [incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November
18, 2022] |
| |
|
|
| 3.15 |
|
Certificate
of Designation of Series B Convertible Preferred Stock, filed with the Secretary of State of Nevada on November 17, 2022 [incorporated
by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November 18, 2022] |
| |
|
|
| 4.1 |
|
Warrant
To Purchase Common Stock dated as of November 14, 2022, issued to Acuitas Capital, LLC [incorporated by reference to Exhibit 10.2
to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November 18, 2022] |
| |
|
|
| 5.1# |
|
Opinion
of Sherman & Howard L.L.C. |
| |
|
|
| 10.1 |
|
Amended
and Restated 2010 Equity Incentive Plan [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K (File No. 001-35561) filed on November 28, 2022] |
| |
|
|
| 10.2 |
|
Forms
of Stock Option Agreement [Incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 (File
No. 001-35561) filed on January 28, 2020] |
| |
|
|
| 10.3 |
|
Form
of Restricted Stock Grant Agreement [Incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form
S-8 (File No. 001-35561) filed on January 28, 2020] |
| |
|
|
| 10.4 |
|
Strategic
Cooperation agreement between Qingdao Chengyang Xingyang Development and Investment Co., Ltd., Beijing Seven Star Global Culture
Development Co., Ltd. and Ideanomics [incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q (File
No. 001-35561) filed on May 11, 2020] |
| |
|
|
| 10.5 |
|
Standby
Equity Distribution Agreement, dated as of September 4, 2020, by and between Ideanomics, Inc. and YA II PN, Ltd [incorporated by
reference to Exhibit 10.1 to the Company’s Report on Form 8-K (File No. 001-35561) filed on September 10, 2020] |
| |
|
|
| 10.6† |
|
Employment
Agreement, dated August 5, 2020, by and between the Company and Mr. Conor J. McCarthy [incorporated by reference to Exhibit 10.6
to the Company’s Report on Form 10-Q (File No. 001-35561) filed on August 11, 2020] |
| 10.7† |
|
Employment
Agreement, dated July 31, 2020, by and between the Company and Mr. Alfred P. Poor [incorporated by reference to Exhibit 10.7 to the
Company’s Report on Form 10-Q (File No. 001-35561) filed on August 11, 2020] |
| |
|
|
| 10.8 |
|
Stock
Purchase Agreement, by and among Ideanomics, Timios Holding Corp. and the stockholders of Timios Holding Corp [incorporated by reference
to Exhibit 10.1 to the Company’s Report on Form 8-K (File No. 001-35561) filed on November 12, 2020] |
| |
|
|
| 10.9 |
|
An
automobile sales contract between the Company and Meihao Travel (Hangzhou) Automobile Technology Co., Ltd. [incorporated by reference
to Exhibit 10.142 to the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on March 31, 2021] |
| |
|
|
| 10.10 |
|
Payment
agreement among the Company, Meihao Travel (Hangzhou) Automobile Technology Co., and BYD (HK) Co., Ltd. [incorporated by reference
to Exhibit 10.143 to the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on March 31, 2021] |
| |
|
|
| 10.11 |
|
Stock
purchase agreement, dated October 2, 2020, between the Company and Solectrac, Inc. [incorporated by reference to Exhibit 10.144 to
the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on March 31, 2021] |
| |
|
|
| 10.12 |
|
Shareholder
agreement, dated October 20, 2020, by and among Solectrac, Inc. and each of the shareholders [incorporated by reference to Exhibit
10.145 to the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on March 31, 2021] |
| |
|
|
| 10.13 |
|
Convertible
Debenture between the Company and YA II PN, Ltd, dated January 4, 2021 in the principal amount of $37,500,000 [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on January 8, 2021] |
| |
|
|
| 10.14 |
|
Convertible
Debenture between the Company and YA II PN, Ltd, dated January 15, 2021 in the principal amount of $37,500,000 [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on January 22, 2021] |
| |
|
|
| 10.15 |
|
Convertible
Promissory Note between the Company and Slk EV Cayman LP, dated January 28, 2021 in the principal amount of $15,000,000 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on February 1, 2021] |
| |
|
|
| 10.16 |
|
Convertible
Debenture between the Company and YA II PN, Ltd, dated January 28, 2021 in the principal amount of $65,000,000 [incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on February 1, 2021] |
| |
|
|
| 10.17 |
|
Simple
Agreement for Future Equity between the Company and Technology Metals Market Limited, dated January 28, 2021 in the principal amount
of £1,500,000 [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561)
filed on February 3, 2021] |
| |
|
|
| 10.18 |
|
Convertible
Debenture between the Company and YA II PN, Ltd, dated February 8, 2021 in the principal amount of $80,000,000 [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on February 12, 2021] |
| |
|
|
| 10.19 |
|
Sales
Agreement by and between Ideanomics, Inc. and Roth Capital Partners, LLC, dated as of February 26, 2021 [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on March 1, 2021] |
| |
|
|
| 10.20 |
|
Investment
Agreement between the Company and Energica Motor Company, dated March 3, 2021 [incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K (File No. 001-35561) filed on March 4, 2021] |
| |
|
|
| 10.21 |
|
Employment
Agreement, effective April 5, 2021, with Kristin Helsel [incorporated by reference to Exhibit 99.1 to the Company’s Current
Report on Form 8-K (File No. 001-35561) filed on April 5, 2021] |
| 10.22 |
|
Agent
Agreement between Tree Technologies SDN BHD and PT Pasifik Sakti Enjinring, dated April 14, 2021 [incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on April 14, 2021] |
| |
|
|
| 10.23 |
|
Stock
Purchase Agreement between the Company and FNL Technologies, Inc., dated April 20, 2021 [incorporated by reference to Exhibit 10.1
to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on April 26, 2021] |
| |
|
|
| 10.24 |
|
Standby
Equity Distribution Agreement, dated as of June 11, 2021, by and between Ideanomics, Inc. and YA II PN, Ltd. [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on June 11, 2021] |
| |
|
|
| 10.25 |
|
Controlled
Equity Offering Sales Agreement by and between Ideanomics, Inc. and Cantor Fitzgerald & Co. dated as of August 12, 2021 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on August 13, 2021] |
| |
|
|
| 10.26 |
|
Form
of Voting and Support Agreement, dated August 30, 2021 [incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K (File No. 001-35561) filed on September 3, 2021] |
| |
|
|
| 10.27 |
|
Secured
Convertible Promissory Note issued by VIA Motors International, Inc. to Ideanomics, Inc. [incorporated by reference to Exhibit 10.2
to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September 3, 2021] |
| |
|
|
| 10.28 |
|
Convertible
Debenture between the Company and YA II PN, Ltd, dated October 25, 2021 in the principal amount of $75,000,000 [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on October 29, 2021] |
| |
|
|
| 10.29 |
|
Framework
Agreement, dated September 15, 2021 [incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q
(File No. 001-35561) filed on November 23, 2021] |
| |
|
|
| 10.30 |
|
Shareholders
Agreement, dated September 15, 2021 [incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q
(File No. 001-35561) filed on November 23, 2021] |
| |
|
|
| 10.31 |
|
Employment
Agreement of Robin Mackie, dated as of August 29, 2021 [incorporated by reference to Exhibit 10.5 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-35561) filed on November 23, 2021] |
| |
|
|
| 10.32 |
|
Subscription
Agreement dated as of July 26, 2021, and entered into between the Company and the MDI Keeper’s Fund, L.P. [incorporated by
reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35561) filed on November 23, 2021] |
| |
|
|
| 10.33 |
|
Investment
Agreement relating to PRETTL Electronics Automotive GmbH [incorporated by reference to Exhibit 10.8 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-35561) filed on November 23, 2021] |
| |
|
|
| 10.34 |
|
Shareholders’
Agreement relating to PRETTL Electronics Automotive GmbH [incorporated by reference to Exhibit 10.9 to the Company’s Quarterly
Report on Form 10-Q (File No. 001-35561) filed on November 23, 2021] |
| |
|
|
| 10.35 |
|
Shareholders
Agreement, dated December 29, 2021 [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File
No. 001-35561) filed on December 29, 2021] |
| |
|
|
| 10.36 |
|
Amendment
No. 1 to Secured Convertible Promissory Note by and between the Company and VIA Motors International, Inc. [incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on May 23, 2022] |
| |
|
|
| 10.37 |
|
Secured
Promissory Note No. 1 issued by VIA Motors International, Inc. dated as of May 20, 2022 [incorporated by reference to Exhibit 10.3
to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on May 23, 2022] |
| 10.38 |
|
Amendment
No. 1 to Secured Convertible Promissory Note No. 1 issued by VIA Motors International, Inc. dated as of June 17, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on July 18, 2022] |
| |
|
|
| 10.39 |
|
Amendment
No. 2 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of June 17, 2022 [incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on July 18, 2022] |
| |
|
|
| 10.40 |
|
Amendment
No. 3 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of July 12, 2022 [incorporated by
reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on July 18, 2022] |
| |
|
|
| 10.41 |
|
Amendment
No. 2 to Secured Convertible Promissory Note No. 1 issued by VIA Motors International, Inc. dated as of July 19, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on July 25, 2022] |
| |
|
|
| 10.42 |
|
Amendment
No. 3 to Secured Promissory Note No. 1 issued by VIA Motors International, Inc. dated as of August 15, 2022 [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on August 19, 2022] |
| |
|
|
| 10.43 |
|
Amendment
No. 4 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of August 15, 2022 [incorporated by
reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on August 19, 2022] |
| |
|
|
| 10.44 |
|
Amendment
Agreement by and between the Company and YA II PN, LTD. dated as of August 29, 2022 [incorporated by reference to Exhibit 10.1 to
the Company’s Current Report on Form 8-K (File No. 001-35561) filed on August 31, 2022] |
| |
|
|
| 10.45 |
|
Amendment
and Restated Convertible Debenture dated as of August 29, 2022 [incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K (File No. 001-35561) filed on August 31, 2022] |
| |
|
|
| 10.46 |
|
Escrow
Agreement by and among the Company, YA II PN, LTD., and Transfer Online, Inc. dated as of August 30, 2022 [incorporated by reference
to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on August 31, 2022] |
| |
|
|
| 10.47 |
|
Standby
Equity Purchase Agreement, dated as of September 1, 2022, by and between Ideanomics, Inc. and YA II PN, Ltd. [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September 2, 2022] |
| |
|
|
| 10.48 |
|
Amendment
No. 5 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of September 7, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September 13, 2022] |
| |
|
|
| 10.50 |
|
Amended
and Restated Standby Equity Purchase Agreement, dated as of September 14, 2022, by and between Ideanomics, Inc. and YA II PN, Ltd.
[incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September
16, 2022] |
| |
|
|
| 10.51 |
|
Separation
Agreement, dated September 16, 2022, by and between the Company and Mr. Conor J. McCarthy. [incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September 20, 2022] |
| |
|
|
| 10.52 |
|
Employment
Agreement, dated September 16, 2022, by and between the Company and Mr. Stephen Johnston. [incorporated by reference to Exhibit 10.2
to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September 20, 2022] |
| 10.53 |
|
Amendment
No. 6 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of September 12, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September 22, 2022] |
| |
|
|
| 10.54 |
|
Amendment
No. 7 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of September 16, 2022 [incorporated
by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on September 22, 2022] |
| |
|
|
| 10.55 |
|
Amendment
No. 8 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of September 28, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on October 3, 2022] |
| |
|
|
| 10.56 |
|
Secured
Debenture Purchased Agreement dated October 25, 2022 [incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K (File No. 001-35561) filed on October 26, 2022] |
| |
|
|
| 10.57 |
|
Secured
Convertible Debenture dated October 25, 2022 [incorporated by reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K (File No. 001-35561) filed on October 26, 2022] |
| |
|
|
| 10.58 |
|
Pledge
Agreement dated October 25, 2022 [incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File
No. 001-35561) filed on October 26, 2022] |
| |
|
|
| 10.59 |
|
Option
Agreement dated October 25, 2022 [incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File
No. 001-35561) filed on October 26, 2022] |
| |
|
|
| 10.60 |
|
Amendment
No. 9 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of October 27, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on October 28, 2022] |
| |
|
|
| 10.61 |
|
Amendment
No. 10 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of November 2, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November 4, 2022] |
| |
|
|
| 10.62 |
|
Amendment
No. 4 to the Secured Promissory Note No. 1 issued by VIA Motors International, Inc. dated as of October 28, 2022 [incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November 10, 2022] |
| |
|
|
| 10.63 |
|
Securities
Purchase Agreement dated as of November 14, 2022, by and between the Company and Acuitas Capital, LLC [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November 18, 2022] |
| |
|
|
| 10.64 |
|
Registration
Rights Agreement dated as of November 14, 2022, by and between the Company and Acuitas Capital, LLC [incorporated by reference to
Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November 18, 2022] |
| |
|
|
| 10.65 |
|
Amendment
No. 11 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of December 6, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on December 12, 2022] |
| |
|
|
| 10.66 |
|
Amendment
No. 5 to Secured Promissory Note No. 1 issued by VIA Motors International, Inc. dated as of December 6, 2022 [incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on December 12, 2022] |
| |
|
|
| 10.67 |
|
Amendment
No. 12 to Secured Convertible Promissory Note issued by VIA Motors International, Inc. dated as of December 19, 2022 [incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on December 19, 2022] |
| 10.68 |
|
Promissory
Note between Ideanomics, Inc. and Tillou Management and Consulting LLC, dated December 13, 2022. [incorporated by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on December 19, 2022] |
| |
|
|
| 10.69 |
|
Pledge
Agreement between Ideanomics, Inc. and Tillou Management and Consulting LLC, dated December 13, 2022. [incorporated by reference
to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on December 19, 2022] |
| |
|
|
| 10.70 |
|
Subordination
Agreement among Ideanomics, Inc., Tillou Management and Consulting LLC and YA PN II, dated December 13, 2022. [incorporated by reference
to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on December 19, 2022] |
| |
|
|
| 10.71 |
|
Subordination
Agreement among Ideanomics, Inc., Tillou Management and Consulting LLC and YA PN II, dated December 13, 2022. [incorporated by reference
to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on December 19, 2022] |
| |
|
|
| 21# |
|
List
of subsidiaries of the registrant |
| |
|
|
| 23.1* |
|
Consent
of BF Borgers CPA PC |
| |
|
|
| 23.2* |
|
Consent
of Grassi & Co, CPAs, P.C., Independent Registered Public Accounting Firm |
| |
|
|
| 23.3# |
|
Consent
of Sherman & Howard L.L.C. (included in Exhibit 5.1 hereto) |
| |
|
|
| 24.1# |
|
Power
of Attorney (included on the signature page to this Registration Statement on Form S-1) |
| |
|
|
| 99.1 |
|
Risk
Factors in connection with VIA Merger [incorporated by reference to Exhibit 99.1 to the Company’s Annual Report on Form 10-K
(File No. 001-35561) filed on September 2, 2022] |
| |
|
|
| 99.2# |
|
Opinion
of DaHui Lawyers |
| |
|
|
| 101.INS# |
|
XBRL
Instance Document |
| |
|
|
| 101.SCH# |
|
XBRL
Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL# |
|
XBRL
Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.DEF# |
|
XBRL
Taxonomy Extension Definitions Linkbase Document |
| |
|
|
| 101.LAB# |
|
XBRL
Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE# |
|
XBRL
Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 104# |
|
Cover
Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
| |
|
|
| 107# |
|
Filing
Fee Table |
# Previously
filed.
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant 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 30, 2023.
| |
|
IDEANOMICS, INC. |
| |
|
|
| |
By: |
/s/
Alfred P. Poor |
| |
|
Alfred
P. Poor |
| |
|
Chief
Executive Officer |
| |
|
|
| |
By: |
/s/
Stephen Johnston |
| |
|
Stephen
Johnston |
| |
|
Chief
Financial Officer |
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.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Alfred P. Poor |
|
|
|
|
| Alfred
P. Poor |
|
Chief
Executive Officer (Principal Executive Officer), Director |
|
January 30,
2023 |
| |
|
|
|
|
| /s/
Stephen Johnston |
|
|
|
|
| Stephen
Johnston |
|
Chief
Financial Officer (Principal Financial Officer) |
|
January 30,
2023 |
| |
|
|
|
|
| * |
|
|
|
|
| Shane
McMahon |
|
Chairman |
|
January 30,
2023 |
| |
|
|
|
|
| * |
|
|
|
|
| James
S. Cassano |
|
Director |
|
January 30,
2023 |
| |
|
|
|
|
| * |
|
|
|
|
| Jerry
Fan |
|
Director |
|
January 30,
2023 |
| *
By: |
/s/
Alfred P. Poor |
|
| |
Alfred
P. Poor |
|
| |
Attorney-in-fact |
|
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