Subsequent Events | Subsequent Events FNL Stock Purchase Agreement On April 14, 2023, David L. Beatty (the “Purchaser”), the Company and FNL entered into a Stock Purchase Agreement in which the Purchaser purchased from the Company 664,578 shares of FNL common stock (representing all of the shares of FNL common stock held by the Company) for an aggregate purchase price of $1.0 million. FNL holds 100% of the shares of Grapevine, which the Company sold to FNL in April of 2021. Simultaneously, the Company withdrew from the Shareholders’ Agreement relating to FNL shares originally among the Company, the Purchaser and certain other holders of FNL stock. Amended and Restated YA II Option Agreement On April 17, 2023, the Company entered into an Second Amended and Restated Option Agreement (the “Second Amended Option Agreement”) with Timios, Fiducia and YA II PN. In accordance with the Second Amended Option Agreement, the Company and Timios have granted YA II PN, an option (the “Call Right”), exercisable after May 30, 2023, to purchase (a) from the Company an amount of shares of common stock of Timios representing one hundred percent (100%) of the then issued and outstanding common stock of Timios on a Fully-Diluted Basis (as defined therein) at the time the Call Right is effected, or (b) from Timios one hundred percent (100%) of the then issued and outstanding common stock of Fiducia on a Fully-Diluted Basis at the time the Call Right is effected (such shares of Timios or Fiducia, as applicable, the “Call Shares”). In the event the YA II PN desires to buy the Call Shares pursuant to the Amended and Restated Option Agreement, the YA II PN shall deliver to the Company a written, unconditional and irrevocable notice (the “Call Exercise Notice”) of the YA II PN’s election to exercise the applicable Call Right for the Call Purchase Price. Additionally, the Company shall have the right to repay the Debenture (as defined below) in full at any time during period commencing on April 17, 2023, and ending on May 30, 2023 (the “Payback Period”), plus a redemption premium of 50%. However, if the Company chooses to repay the Debenture prior to the end of the Payback Period, YA II PN will no longer retain any Call Right and the Second Amended Option Agreement will terminate automatically as of the date of such payment. Pursuant to the Second Amended Option Agreement, if YA II PN exercises the Call Right, the aggregate purchase price at which YA II PN (or its permitted assignee) shall purchase the applicable Call Shares (the “Call Purchase Price”) shall be $3.5 million, inclusive of any funds received by Timios to meet its regulatory capital requirements. YA II PN may at its sole and exclusive right pay all or part of the Call Purchase Price by offset or setoff (collectively, the “Setoff”) of any or all amounts due and owing to YA II PN by the Company, including, without limitation, any outstanding amounts due and owing under the Debenture or any other debentures issued to YA II PN under the Original SDPA, or under any existing or future instrument, agreement, note, advance, standby equity purchase agreement, pre-paid advance or otherwise. Second and Third Amendments to Secured Convertible Debenture Purchase Agreement On April 17, 2023, the Company entered into the Second Amendment to the SDPA, as previously amended (the “Second Amended SDPA”) with YA II PN, which amended the Original SDPA, and simultaneously consummated the sale to YA II PN of a new Secured Convertible Debenture (the “Debenture”) in a private placement pursuant to the SDPA. Upon the terms and subject to the conditions contained in the Amended SDPA and Debenture, the Company promises to pay to YA II PN $0.8 million on September 30, 2023, (a) subject to earlier redemption at the Company’s option (upon payment of a redemption premium of 10% of the principal amount being redeemed or paid, plus, during the Payback Period, 50% of the principal amount being redeemed or paid (unless the Buyer, in its sole and absolute discretion, elects to exercise a Call Right (as defined in the Second Amended Option Agreement) in connection with the applicable redemption or payment, and (b) subject to acceleration at the holder’s option upon an event of default described in the Indenture. The Company will also pay interest on outstanding principal of the Debenture at an interest rate of eight percent (8%), provided that such interest rate shall be increased to 18% upon an event of default. On May 1, 2023, the Company entered into the Third Amendment to the SDPA, as previously amended (the “Third Amended SDPA”) with YA II PN, which further amended the the Original SDPA, and simultaneously consummated the sale to the Investor of a new Secured Convertible Debenture (the “Fourth Debenture”) in a private placement pursuant to the SDPA for a purchase price of $3.5 million. Upon the terms and subject to the conditions contained in the Amended SDPA and Fourth Debenture, the Company promises to pay to YA II PN $4.1 million (subject to reduction to $3.8 million on the Energica SPA Closing Date (as defined below) on August 29, 2023, (a) subject to earlier redemption at the Company’s option (upon payment of a redemption premium of 20% of the principal amount being redeemed or paid, and (b) subject to acceleration at the holder’s option upon an event of default described in the Indenture. The Company will also pay interest on outstanding principal of the Fourth Debenture at an interest rate of eight percent (8%), provided that such interest rate shall be increased to 18% upon an event of default. In addition, as described in the Third Amended SDPA, the Company, Energica, and YA II PN are contemplating entering into an equity transfer agreement or similar agreement (the “Energica SPA”) pursuant to which YA II PN (or one of its affiliates) would acquire, inter alia, a percentage, to be agreed upon among the parties thereto, of the then issued and outstanding common stock of Energica (the “Transferred Energica Shares”). The date, if any, on which the parties may enter into the Energica SPA and consummate the transfer of the Transferred Energica Shares is referred to herein the “Energica SPA Closing Date”); provided, that, none of YA II PN or any of its affiliates shall be required to entered into the Energica SPA unless, in YA II PN’s sole discretion, all terms and conditions thereof are satisfactory to YA II. The Company agreed to, and to cause Energica to, deliver to YA II PN each of the following materials on or prior to May 22, 2023: (i) such documentation as required or otherwise requested by YA II PN to consummate the transactions contemplated under, or reasonably related to, the Energica SPA under Italian law and (ii) such documentation as required or otherwise requested by YA II PN for YA II PN to obtain a first-priority perfected security interest under Italian law in respect of the agreed percentage of the Company’s ownership in Energica (the date on which the Company has fulfilled its obligations under this clause (ii) being referred to as the “Energica Pledge Date”). If the Energica Pledge Date occurs, the Company will sell to YA II PN a new Secured Convertible Debenture (the “Fifth Debenture”) in a private placement pursuant to the SDPA for a purchase price of $3.0 million, pursuant to which Company will promise to pay to YA II PN $3.2 million principal amount. If the Energica SPA Closing Date occurs, the Purchase Price to be paid by YA II PN in connection with the Fourth Debenture and the Fifth Debenture shall be consideration for YA II PN’s (or one of its affiliates’) acquisition of the Transferred Energica Shares. Fiducia Stock Purchase Agreement On May 1, 2023, the Company, Timios and Timios Acquisition, LLC (the “Buyer”) (an affiliate of YA II PN) entered into and consummated a Stock Purchase Agreement, pursuant to which Seller sold to the Buyer 100% of the issued and outstanding shares of common stock of its subsidiary, Fiducia, for a purchase price of $3.0 million (the “Purchase Price”). At the closing, the Buyer delivered to the Seller Parties (i) the Purchase Price minus (1) the $250,000 outstanding under the Secured Debenture Purchase Agreement, dated as of October 25, 2022, by and between the Parent and YA II PN, minus (2) the $1,400,000 outstanding under the secured debenture, dated as of March 30, 2023, by and between the Company and YA II PN, minus (3) $750,000 outstanding under the secured debenture, dated as of April 17, 2023, by and between the Company and YA II PN, and minus (4) any applicable taxes. SEPA On May 10, 2023, pursuant to the previously disclosed Amended and Restated SEPA dated September 14, 2022 between the Company and YA II PN, the Company sent an advance notice to sell 21.0 million shares and received proceeds in the aggregate of 0.9 million. There are 0 shares remaining under the SEPA as of June 30, 2023. Acuitas SPA On February 1, 2023, the company issued 10 million Series B convertible preferred shares following the satisfaction of conditions associated with Closing #3 in the Buyers Schedule of the SPA in consideration for the receipt of $10 million. In addition, Acuitas Capital notified the company of their request convert 5 million preferred shares into 24.5 million common shares on February 3, 2023 and subsequently a second conversion notice was issued for the conversion of 5 million preferred shares into 24.5 million common shares on February 13, 2023. There are currently 10 million convertible preferred shares outstanding. Discontinued Operations for Businesses Held for Sale In the second quarter, the company began the process to divest certain operating companies from within the Ideanomics group. After considering the provisions of ASC 250 Discontinued Operations, the company has concluded that Timios, Energica, Wave Technologies, Solectrac and US Hybrid meet the requirements to be presented as assets held for sale as of June 30, 2023. This will be a strategic shift for the company and will result in the presentation of one or more of these companies as discontinued operations in the second quarter. In addition, the company believes that as of June 30, 2023, the run-off operations associated with its China business are effectively complete and remaining activities associated with the wind-down are limited to statutory administrative wind-down responsibilities. Consequently, the China business will be presented as a discontinued operation in the second quarter. In the year ended December 31, 2022, the aggregate revenues and loss from operations generated by the companies noted above totaled $100.8 million and $76.2 million, respectively. In the quarter ended March 31, 2023, the aggregate revenues and loss from operations generated by the companies noted above totaled $10.4 million and $16.6 million, respectively. The net book value of these companies as of March 31, 2023 totaled $92.0 million. |