Current Report Filing (8-k)
March 20 2023 - 04:41PM
Edgar (US Regulatory)
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2023-03-14 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):
March 14, 2023
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:
|
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
¨ |
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 3.02 Unregistered Sales of Equity Securities.
On March 14, 2023, pursuant
to the previously disclosed Amended and Restated Standby Equity
Purchase Agreement (the “SEPA”) dated September 14, 2022
between the Ideanomics, Inc. (the “Company”) and YA II PN,
LTD. (“YA”), the
Company sent an advance notice to sell 35,000,000 shares of its
common stock to YA for approximately $0.0995 per share, or
$3,482,500 in
total consideration. The Company may cause YA to purchase
additional shares under the SEPA from time to time, subject to the
satisfaction or waiver of the conditions and limitations set forth
in the SEPA.
The shares of common stock
were issued and sold to YA in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities
Act”) afforded by Section 4(a)(2) of the Securities Act
and/or Rule 506(b) of Regulation D thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
104 |
|
Cover
page Interactive Data File (embedded within the Inline XBRL
document). |
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.
|
Ideanomics,
Inc. |
|
|
|
Date:
March 20, 2023 |
By: |
/s/
Alfred P. Poor |
|
|
Alfred
P. Poor |
|
|
Chief
Executive Officer |
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