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): December 28, 2022
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 1.01 Entry into a Material Definitive Agreement.
Amendment No. 13 to Secured Convertible Promissory Note
On December 28, 2022 (the “Effective Date”), Ideanomics, Inc. (the “Company”) and Via Motors International, Inc. (the “Borrower”) entered into an amendment (the “Amendment No. 13”) to the Secured Convertible Promissory Note dated August 30, 2021, as amended (the “Secured Convertible Promissory Note”). Under the Amendment No. 13, the Borrower agreed to borrow, and the Company agreed to advance, an additional amount of US$1,000,000 on the terms and conditions set forth in the Secured Convertible Promissory Note. Pursuant to the Amendment No. 13, the principal sum payable under the Secured Convertible Promissory Note shall be US$63,218,111 and simple interest on US$1,000,000 shall accrue from the Effective Date, till the maturity date at the rate of 4% per annum.
Any amounts advanced pursuant to the Amendment No. 13 shall be deducted from the purchase price contemplated by that that certain Agreement and Plan of Merger dated August 30, 2021, as amended.
The foregoing description of the Amendment No. 13 is qualified in its entirety by reference to the full text of the Amendment No. 13, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
On December 28, 2022, pursuant to the previously disclosed Amended and Restated Standby Equity Purchase Agreement (the “SEPA”) dated September 14, 2022 between the Company and YA II PN, LTD. (“YA”), the Company sent an advance notice to sell 25,000,000 shares of its common stock to YA for approximately $0.1425 per share, or $3,562,500 in total consideration. The Company received net proceeds of $1,187,499 upon the partial settlement of this offer which occurred on December 30, 2022. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment No. 13 to Secured Convertible Promissory Note. | |
| 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: January 4, 2023 | By: | /s/ Alfred P. Poor |
| Alfred P. Poor | ||
| Chief Executive Officer | ||