AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON March 18, 2020
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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)
20-1778374
I.R.S. Employer Identification Number
55 Broadway, 19th
Floor
New York, NY 10006
Telephone:
(212)206-1216
(Address, including zip code, and telephone
number, including area code of registrant’s principal executive offices)
Alfred Poor
Chief Executive
Officer
Ideanomics, Inc.
55 Broadway, 19th
Floor
New York, NY 10006
Telephone:
(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
New York, NY 10020
(212) 307-5500
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
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,
other than securities offered only in connection with dividend or interest reinvestment plants, 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 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 registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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. (Check one):
¨ Large
accelerated filer
x Accelerated
filer
¨ Non-accelerated
filer
x 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 Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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maximum
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Amount
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maximum
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aggregate
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Amount of
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Title of each class of
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to be
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offering price
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offering
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registration
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Securities to be registered
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registered(1)
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per unit
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price(2)
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fee(3)
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Common stock, par value $0.001 per share
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Preferred stock, par value $0.001 per share
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Warrants(4)
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Subscription Rights
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Debt Securities
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Units(5)
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Total
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$
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50,000,000
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$
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6490
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(1)
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There are being registered hereunder such indeterminate number of securities of each identified
class of securities up to a proposed aggregate offering price not to exceed $50,000,000. The securities registered also include
such indeterminate prices and numbers of securities as may be issued upon conversion of or exchange for or exercise of any securities
registered hereunder, including under any applicable anti-dilution provisions.
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(2)
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In no event will the aggregate offering price of all securities issued from time to time pursuant
to this registration statement exceed $50,000,000.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act. The total amount is being
paid herewith.
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(4)
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Includes warrants to purchase common stock and warrants to purchase preferred stock.
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(5)
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Any of the securities registered hereunder may be sold separately, or as units with other securities
registered hereby. We will determine the proposed maximum offering price per unit when we issue the above listed securities. The
proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the registrant
in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified
as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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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 which
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 Commission, acting pursuant
to said Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement relating to these securities
that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
(Subject to
Completion, Dated March __, 2020)
PROSPECTUS
$50,000,000
Ideanomics, Inc.
Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
Units
We may from time to
time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell common stock, preferred
stock, warrants, or a combination of these securities, or units, for an aggregate initial offering price of up to $50,000,000.
This prospectus describes the general manner in which our securities may be offered using this prospectus. Each time we offer and
sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that
offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully
read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated
by reference in this prospectus before you purchase any of the securities offered hereby.
This prospectus may
not be used to offer and sell securities unless accompanied by a prospectus supplement.
Our Common Stock is
listed on the Nasdaq Capital Market under the symbol “IDEX”. On March 13, 2020, the closing price of our Common
Stock was $0.37 per share. As of the date of this prospectus, none of the other securities that we may offer by this prospectus
is listed on any national securities exchange or automated quotation system.
The securities offered
by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 13, in addition to Risk
Factors contained in the applicable prospectus supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We may offer the securities
directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of
the securities their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will
be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities
through agents, underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering
of such securities. See “Plan of Distribution.”
This prospectus is dated ___________, 2020
Table of Contents
You should rely
only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with information different from that contained or incorporated by reference into this prospectus. If any
person does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you
should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not
contained in this prospectus. You should assume that the information contained in this prospectus or any prospectus supplement
is accurate only as of the date on the front of the document and that any information contained in any document we have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this
prospectus or any prospectus supplement or any sale of a security. These documents are not an offer to sell or a solicitation of
an offer to buy these
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus
in one of more offerings up to a total dollar amount of proceeds of $50,000,000. This prospectus describes the general manner in
which our securities may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement that contains
specific information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income
tax consequences and any risk factors or other special considerations applicable to those securities. To the extent that any statement
that we make in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by
reference in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read both this
prospectus and any prospectus supplement together with the additional information described under “Where You Can Find More
Information” before buying any securities in this offering.
Unless the context
otherwise requires, references to “we,” “our,” “us,” “IDEX” or the “Company”
in this prospectus mean Ideanomics, Inc., a Delaware corporation, on a consolidated basis with its wholly-owned subsidiaries,
as applicable.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and
the documents and information incorporated by reference in this prospectus include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions and
on information currently available to our management. Such forward-looking statements include those that express plans, anticipation,
intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact.
All statements in this
prospectus and the documents and information incorporated by reference in this prospectus that are not historical facts are forward-looking
statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“projects,” “should,” “will,” “would” or similar expressions or the negative of
such items that convey uncertainty of future events or outcomes to identify forward-looking statements.
Forward-looking statements
are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation
to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may
be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements.
ABOUT
IDEANOMICS
Overview
Ideanomics, Inc. (Nasdaq: IDEX) was incorporated in the State
of Nevada on October 19, 2004. From 2010 through 2017, our primary business activities were providing premium content video on
demand (“VOD”) services, with primary operations in the PRC, through our subsidiaries and variable interest entities
under the brand name You-on-Demand (“YOD”). We closed the YOD business during 2019.
Starting in early 2017, the Company transitioned its business
model to become a next-generation financial technology (“fintech”) company. The Company built a network of businesses,
operating principally in the trading of petroleum products and electronic component that the Company believed had significant potential
to recognize benefits from blockchain and AI technologies including, for example, enhancing operations, addressing cost inefficiencies,
improving documentation and standardization, unlocking asset value and improving customer engagement. During 2018 the Company ceased
operations in the petroleum products and electronic components trading businesses and disposed of the businesses during 2019. Fintech
continues to be a priority for us as we look to invest in and develop businesses that can improve the financial services industry,
particularly as it relates to deploying blockchain and AI technologies. As we looked to deploy fintech solutions in late 2018 and
into 2019, we found a unique opportunity in the Chinese Electric Vehicle (EV) industry to facilitate large scale conversion of
fleet vehicles from internal combustion engines to EV. This led us to establish our Mobile Energy Global (MEG) business unit.
Principal Products or services and
their markets
The Company operates in one segment which
has two business units, the Mobile Energy Global and Ideanomics Capital.
Mobile Energy Group (MEG)
MEG’s mission is to use EV and EV
battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, Energy Storage
Systems (ESS) and Energy Management Contracts (EMC). Additionally, MEG will become a key player in the supply chain of crucial
metals required for EV batteries, which are the center piece of mobile energy. The
MEG business operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs
for fleet operators of commercial Electronic Vehicles (EV). MEG operates through a series of joint ventures with the leading companies
in the commercial EV space, principally in China, and earns fees for every transaction completed based on the spread for group
buying of vehicles and fees derived from the arrangement of financing and energy management such as commercial purchasing of pre-paid
electricity credits. MEG focuses on commercial EV rather than passenger personal EV, as commercial EV is on an accelerated adoption
path when compared to consumer EV adoption – which is expected to take between ten to fifteen years. We focus on four distinct
commercial vehicles types with supporting income streams: 1) Closed-area heavy commercial, in areas such as Mining, Airports, and
Sea Ports; 2) Last-mile delivery light commercial; 3) Buses and Coaches; 4) Taxis. The purchase and financing of vehicles provides
for one-time fees and the charging and energy management provides for recurring revenue streams.
In May 2019, the Company signed an agreement
with iUnicorn (also known as Shenma Zhuanche) to form a strategic joint venture (“JV”) that will focus on green finance
and integrated marketing services for new energy taxi vehicles as part of Ideanomics’ Mobile Energy Group (“MEG”).
The Company agreed to contribute advisory and sales resources which include arranging ABS-based auto financing with its bank partners,
and will have 50.01% ownership interest in the JV and will have control of the board. iUnicorn, which will own 49.99% of the JV,
agreed to contribute its vehicles sales orders in Sichuan province. The JV will generate revenues from commissions on vehicle sales
order and ABS fees related to the financing, which will vary accordingly to manufacturer and vehicle model
In July 2019 the Company made an equity
investment in Glory Connection Snd. Bhd, (Glory) a vehicle manufacturer located in Malaysia. Glory’s principal operating
entity is Tree Manufacturing which holds the only license granted so far to a domestic entity for the manufacture of electric vehicles
in Malaysia and is in the process of setting up its manufacturing and assembly capabilities.
In September 2019, the Company entered
into a revenue sharing agreement with First Auto Loan, one of the leading taxi finance companies in the PRC under which the Company’s
MEG business unit would assist First Auto secure a funding pool for taxi finance and in return MEG will receive a commission on
each loan written by First Auto Loan. The funding pool is led by Dasheng Licheng Lease Financing with additional funding provided
by a consortium of large Chinese insurance companies.
The Company has preferred purchasing agreements
with a number of EV manufacturers including Jianghuai Automobile Group Co. (frequently known as JAC), Geely Auto Group and Beijing
Foton Motor Company and EV battery manufacturers including Contemporary Amperex Technology (frequently known as CATL) and Yinlong
Energy Co Ltd. Under the terms of these preferred purchasing agreements the Company receives preferred pricing and volume discounts
for EV and EV batteries purchased through these partners
In November 2019, the Company announced
an agreement with China’s Yunnan province under the terms of which Yunnan, in its capacity as the PRC’s province responsible
for China’s Belt and Road initiative in the ASEAN countries, will make an investment into the Company’s Malaysian headquartered
Tree Technologies subsidiary. The terms of this investment are under negotiation.
The Company has entered into a sales referral
agreement with Zhitong 3000 (Zhitong) an operator of a SaaS platform for the management of commercial truck fleets. This agreement
will enable to Zhitong to broaden the services offered to its customers by providing access to MEG’s vehicle purchasing and
financing platform. MEG will earn its normal fees for any business transacted by customers of Zhitong on the MEG platform
In September 2019, the company entered
into a framework agreement with the China National Petroleum Corporation Nanjing (PetroChina), one of the world largest oil companies.
The Company and PetroChina will negotiate an agreement under which the Company will earn a commission for each charge at a EV fast
charging station financed by investment from the Company’s EV financing consortium which includes Three Georges, Tianda Energy,
Ding Fang and Palcan Energy.
In August 2018, the Company entered into
an agreement with National Transport Capacity (NTC) (also known as National Transport of Shenzhen) under which the Company receives
an origination fee for any ABS transactions for assets that NTC originates through its platform.
In August 2019 the Company entered into
a joint venture agreement with Golden Concord Holdings Limited (GCL) thru which GCL took a 49.9% equity interest in logistical
vehicle unit of the Company’s MEG subsidiary. As consideration for the 49.9% interest, GCL made an exclusive commitment to
introduce sales of 500,000 EVs to MEG over three years. The transaction includes performance criteria with share-based claw back
formula in the event that GCL does not meet its committed targets
In December 2019 the Company purchased
a controlling interest in Tree Technologies Sdn Bhd (“Tree Technologies”) a company that holds the distribution license
for the EV’s manufactured by Glory’s Tree Manufacturing subsidiary. In addition to the distribution license, Tree Technologies
has a 99 year lease on 250 acres of vacant land zoned for industrial development in the Gebeng Industrial Area adjacent to Kuantan
Port. Kuantan is the capital city of the state of Pahang on the east
coast of Peninsular Malaysia. The Company intends to develop this land and lease it to Tree Manufacturing for the manufacture
of EVs.
Ideanomics Capital
The Company’s Ideanomics Capital
business unit consists of the Delaware Board of Trade (DBOT), Intelligenta and EKAR.
The Delaware Board of Trade is a broker
dealer that also operates an Alternative Trading System (ATS) focused on the trading of traditional OTC securities. The Company
purchased DBOT in July 2019 and has been implementing a new trading platform to improve its competitive position in the trading
of traditional OTC securities and provide enhanced functionality to allow for the trading of digital securities when all necessary
regulatory approvals have been obtained.
Intelligenta (formerly BDCG)
Intelligenta is a pre-revenue company focused
on delivering AI driven solutions for the financial services industry. Intelligenta has a license from BBD to adapt BBD’s
solutions for use in the US market.
Between December 2017 and April 2018, we
formed BBD Digital Capital Group Ltd., a New York corporation (“BDCG”), as a joint venture with management partner
Seasail, an affiliate of Big Business Data (“BBD”). In April 2019 the Company rebranded the name BDCG to Intelligenta.
We hold approximately 60% of the equity interest of Inteligenta and have the power to appoint three of the five directors of the
board of Intelligenta. Intelligenta focuses on developing AI-driven financial data services as well as building transactional platforms
for index, futures and derivative trading, for both global commodity and energy clients. Planned financial data services also include
risk management solutions, platforms for trading derivatives and indices, and debt and credit product offerings, with the primary
objective being enhancing trading and risk management strategies.
We believe we can leverage Intelligenta’s
AI services for the creation of financial products, risk ratings and indexing, and selection and recommendation systems on behalf
of key stakeholders. By using AI technology to analyze the digital securitized assets we intend to develop, we aim to elevate not
only the quality of the financial product, but also interactions among stakeholders. We also intend to design the digital securitized
assets we develop to have data attributes that can be integrated into Intelligenta’s approach for processing financial data.
EKAR – Exchange Traded Fund (ETF)
EKAR is an ETF listed on the NY Stock Exchange
under the symbol EKAR. EKAR tracks the Innovation Labs Next Generation Vehicles Index, which is comprised of a basket of global
stocks that have exposure to the theme of electric and self driving/autonomous vehicles. As at December 31, 2019 the total assets
under management for EKAR stood at $1.7 million
FinTalk
In September 2018, we entered into an agreement
for the acquisition of FinTalk, a secure mobile messaging, collaboration and information services platform that delivers encrypted
text and media messaging, with high performance large file transfer capabilities. The company has determined through analysis that
the technology is rapidly changing and the cost of maintaining this does not justify further investment.
Blockchain And AI Technologies
The Company considers deploying blockchain
& AI technologies, where appropriate, to be an important part of its strategy of building new businesses and disrupting established
businesses and processes. The Company does not develop proprietary blockchain or AI technologies, the company will license the
necessary technology.
Non-Core Assets
The company has identified a number of
business units that it considers non-core and is evaluating strategies for divesting these assets. The non-core assets are Grapevine,
a marketing and ecommerce platform focused on influencer marketing, and FinTech Village a 58-acre development site in West Hartford,
Connecticut.
Sources and availability of raw materials
The Company does not directly manufacture
any products, consequently it is not dependent on a reliable source of materials to operate its business. However, the Company’s
partners that manufacture EVs and batteries do depend on a ready supply of raw materials and consequently a shortage of raw materials
would adversely impact their manufacturing process and, potentially, indirectly impact the Company’s revenues as it may not
be able to complete orders that it had received.
Seasonality
The Company’s MEG division operates
in the market for fleet sales of commercial EVs and the Company expects that orders and sales will be influenced by the amount
and timing of budgeted expenditure by its customers. Typically, the Company would expect to see higher sales at the start of the
year when companies start executing on their capital programs and at the end of the year when companies are spending any surplus
or uncommitted budget before the new budget cycle commences. The Company’s MEG division is building out its network and has
not generated sufficient orders to allow it to establish with any degree of certainty an expected pattern of seasonality.
Working Capital requirements
The Company’s MEG division is still
in the development stage and its business model continues to evolve, however, management does not believe that the MEG divisions
anticipated business model will require substantial amounts of working capital as it does not anticipate holding material amounts
of inventory or offering customers extended payment terms. The Company’s Tree Technologies subsidiary will require substantial
amounts of investment to build out its distribution business. It is the Company’s intention to fund this with borrowings
secured against Tree Technologies assets, however the Company may need to fund all, or a material portion of the investment if
the Tree Technologies is not able to raise the required capital to set-up and operate the business. The Company will continue
to raise funds to support its US based Head Office functions and its US based operating subsidiaries until such time as the operations
become cash flow positive.
Trade marks, patents and licenses
The Company’s Intelligenta business
operates under a license granted by Seasail Ventures. The license does not have a stated term.
Customer Concentration
The Company is in the process of building
out its Mobile Energy Group subsidiary and has not yet reached a stage of development where the loss of any single customer would
have a material adverse effect on the Company
Reliance on government contracts
The Company does not contract directly
with the government of the PRC, however it does have joint ventures, partnerships and agreements with the State Own Entities (SOE)
described above. Additionally, the rate at which commercial fleets convert to EV is heavily influenced by federal and provincial
policies in the PRC as they relate to clean air and adoption of EV technology. Consequently, the Company’s results may be
adversely impacted by changes in regulations in the PRC
Competitive business conditions, competitive
position in the industry and methods of competition
Mobile Energy Group
The Company’s MEG business unit is
focused on the PRC and the ASEAN Region. The most important drivers for the development of the commercial fleet EV market in the
PRC are federal and provincial regulations relating to clean air and electronic vehicles including subsidies and incentives to
help owners of fleets of commercial vehicles to convert from combustion engines to EV. The government of the PRC has a stated policy
of converting all taxis and buses to EV by the end of 2022. The speed at which fleet operators convert to EV is highly correlated
with government regulations, targets and related subsidies and incentives. If the government of the PRC, or a municipality, changes
the regulations, targets, incentives or subsidies then the rate at which fleet operators convert their vehicles to EV could slow
down which in turn may lead to lower revenues for the Company. Additionally, the rate, and form in which, the commercial fleet
EV market develops is dependent upon the development of new financing and lending structures that address the different collateral
and resale values of the battery and vehicle. For vehicles with Internal Combustion Engines the power source, i.e. the engine,
and the car body are one integrated unit, however EVs are designed with the intention of the battery being easily removed from
the vehicle to enable fast recharging through “swapping’ of batteries. Additionally, the EV market is still developing
and there is a very limited history of resale values for lenders to use when calculating resale values when evaluating a financing
application.
The Company operates through a network
of joint ventures, partnerships and formal and informal alliances; consequently, its competitive position could be adversely impacted
if one of the members of the alliance was not able to meet the demand for its products or goes out of business.
Ideanomics Capital
The Company’s Ideanomics Capital
business unit operates in sectors that are undergoing rapid change.
The Delaware Board of Trade is a broker
dealer that also operates an Alternative Trading System for the trading of OTC equities, this is market which is undergoing rapid
change as retail focused stock brokers introduce zero commission trading for their clients and the industry continues to consolidates
as large financial firms acquire national stock brokers. These changes make for a very difficult competitive environment. The Company
has applied for regulatory approval to broker digital securities and tokens, this is a nascent market which the Company believes
has good long term potential.
Intelligenta is developing a platform for
AI driven decision making and risk management for financial data. The company is developing proof of concepts.
The Company owns the EKAR ETF listed on
the New York Stock Exchange under the symbol EKAR.
Preferred Stock
The Company has a multi-tiered capital
structure that includes Series A Preferred Stock.
Ranking. With respect to
rights upon liquidation, winding-up or dissolution, the Series A Preferred Stock ranks senior to our common stock and pari
passu with any other series of our preferred stock established by our board of directors.
Voting. The holders of the
Series A Preferred Stock are entitled to ten (10) votes for each one (1) share of common stock that is issuable
upon conversion of a share of Series A Preferred Stock (each of the 7,000,000 shares of Series A Preferred Stock is convertible
into 0.1333333 shares of Common Stock, or a total of 9,333,330 votes). Except as required by law, all shares of Series A Preferred
Stock and all shares of common stock shall vote together as a single class.
Conversion. Each share of
Series A Preferred Stock is convertible, at any time at the option of the holder, into ten (10) fully paid and nonassessable
shares of common stock, subject to adjustment as provided in the Certificate of Designation.
Dividends. The Series A
Preferred Stock is only entitled to receive dividends when and if declared by our board of directors.
Liquidation. Upon the occurrence
of a liquidation event, the holders of the Series A Preferred Stock then outstanding will be entitled to receive, out of the
assets of the Company available for distribution to its stockholders, an amount equal to $0.50 per share, as may be adjusted from
time to time, plus all accrued, but unpaid dividends, before any payment shall be made or any assets distributed to the holders
of common stock or any other class or series of stock issued by the Company not designated as ranking senior to or pari passu
with the Series A Preferred Stock in respect of the right to participate in distributions or payments upon a liquidation
event. For purposes of the Certificate of Designation, a “liquidation event” means any liquidation, dissolution or
winding up of the Company, either voluntary or involuntary, and upon the election of the holders of a majority of the then outstanding
Series A Preferred Stock shall be deemed to be occasioned by, or to include, (i) the acquisition of the Company by another
entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger,
consolidation, or other transaction in which control of the Company is transferred, but, excluding any merger effected exclusively
for the purpose of changing the domicile of the Company) unless the Company’s stockholders of record as constituted immediately
prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration
for the Company’s acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity
or (ii) a sale of all or substantially all of the assets of the Company.
CORPORATE
INFORMATION
Ideanomics, Inc. (formerly China Broadband, Inc.,
Seven Stars Cloud Group, Inc. and WeCast) was incorporated in Nevada on October 19, 2004 pursuant to a reorganization
of a California entity formed in 1988. Prior to January 2007 we were a blank check shell company. On January 23, 2007,
we acquired CB Cayman, which at the time was a party to the cooperation agreement with our PRC-based WFOE, in a reverse acquisition
transaction. Our principal executive offices are located at 55 Broadway, 19th Floor, New York, NY 10006, and our telephone
number is (212) 206-1216. Our corporate website address is www.ideanomics.com. Information contained on or accessible
through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive
textual reference only.
RECENT
DEVELOPMENTS
Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 10, 2020, Ideanomics, Inc.
(the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock for the last 30 consecutive
business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2).
Under Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been granted a 180 calendar day grace period, or until July 8, 2020, to regain compliance with the minimum
bid price requirement. The continued listing standard will be met if the Company evidences a closing bid price of at least $1.00
per share for a minimum of 10 consecutive business days during the 180 calendar day grace period. In order for Nasdaq to consider
granting the Company additional time beyond July 8, 2020, the Company would be required, among other things, to meet the continued
listing requirement for market value of publicly held shares as well as all other standards for initial listing on Nasdaq, with
the exception of the minimum bid price requirement. If measured today, the Company would qualify for Nasdaq’s consideration
of an extension because the Company currently has stockholders’ equity of at least $5 million. In the event the Company does
not regain compliance with the $1.00 bid price requirement by July 8, 2020, eligibility for Nasdaq’s consideration of
a second 180 day grace period would be determined on the Company’s compliance with the above referenced criteria on July 8,
2020.
The Company is diligently working to evidence
compliance with the minimum bid price requirement for continued listing on Nasdaq; however, there can be no assurance that the
Company will be able to regain compliance or that Nasdaq will grant the Company a further extension of time to regain compliance,
if necessary. If the Company fails to regain compliance with the Nasdaq continued listing standards, its common stock will be subject
to delisting from Nasdaq.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and
other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated
by reference into this prospectus.
Our business, affairs,
prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected by these
risks. For more information about our SEC filings, please see “Where You Can Find More Information.”
USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general
corporate purposes, including for general working capital purposes.
DESCRIPTION OF CAPITAL STOCK
Description of Common Stock
We are authorized to
issue up to 1,500,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the
holder thereof to one vote per share on all matters. Our bylaws provide that elections for directors shall be by a plurality of
votes. Stockholders do not have preemptive rights to purchase shares in any future issuance of our common stock. Upon our liquidation,
dissolution or winding up, and after payment of creditors and preferred stockholders, if any, our assets will be divided pro-rata
on a share-for-share basis among the holders of the shares of common stock.
The holders of shares
of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our
board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should
we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the
receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In addition, our operating
subsidiary, from time to time, may be subject to restrictions on its ability to make distributions to us, including as a result
of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency
and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our common stock are
entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.
All of the issued and
outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional
shares of our common stock are issued, the relative interests of existing stockholders will be diluted.
Description of Preferred Stock
We are authorized to
issue up to 50,000,000 shares of preferred stock, par value $0.001 per share, in one or more classes or series within a class as
may be determined by our board of directors, who may establish, from time to time, the number of shares to be included in each
class or series, may fix the designation, powers, preferences and rights of the shares of each such class or series and any qualifications,
limitations or restrictions thereof as shall be stated and expressed in the resolution or
resolutions providing for the issuance of such stock adopted from time to time by the board of directors. Any preferred
stock so issued by the board of directors may rank senior to the common stock with respect to the payment of dividends or amounts
upon liquidation, dissolution or winding up of us, or both or have voting or conversion rights that could adversely affect the
voting power or other rights of the holders of common stock. Moreover, under certain circumstances, the issuance of preferred stock
or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of
control.
A prospectus supplement
relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement
will include:
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the title and stated or par value of the preferred stock;
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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the
preferred stock;
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whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred
stock shall accumulate;
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the provisions for a sinking fund, if any, for the preferred stock;
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any voting rights of the preferred stock;
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the provisions for redemption, if applicable, of the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including
the conversion price or the manner of calculating the conversion price and conversion period;
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if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock;
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any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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The terms, if any,
on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred
stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received
by the holders of preferred stock would be subject to adjustment.
Series A Preferred Stock
On July 30, 2010,
we filed a Certificate of Designation with the Secretary of State of Nevada establishing a new series of our preferred stock designated
as “Series A Preferred Stock.” A summary of the Certificate of Designation is set forth below:
Ranking. With
respect to rights upon liquidation, winding-up or dissolution, the Series A Preferred Stock ranks senior to our common stock
and pari passu with any other series of our preferred stock established by our board of directors.
Voting. The
holders of the Series A Preferred Stock are entitled to ten (10) votes for each one (1) share of common stock that
is issuable upon conversion of a share of Series A Preferred Stock. Except as required by law, all shares of Series A
Preferred Stock and all shares of common stock shall vote together as a single class.
Conversion. Each
share of Series A Preferred Stock is convertible, at any time at the option of the holder, into ten (10) fully paid and
nonassessable shares of common stock, subject to adjustment as provided in the Certificate of Designation.
Dividends. The
Series A Preferred Stock is only entitled to receive dividends when and if declared by our board of directors.
Liquidation. Upon
the occurrence of a liquidation event, the holders of the Series A Preferred Stock then outstanding will be entitled to receive,
out of the assets of the Company available for distribution to its stockholders, an amount equal to $0.50 per share, as may be
adjusted from time to time, plus all accrued, but unpaid dividends, before any payment shall be made or any assets distributed
to the holders of common stock or any other class or series of stock issued by the Company not designated as ranking senior to
or pari passu with the Series A Preferred Stock in respect of the right to participate in distributions or payments
upon a liquidation event. For purposes of the Certificate of Designation, a “liquidation event” means any liquidation,
dissolution or winding up of the Company, either voluntary or involuntary, and upon the election of the holders of a majority of
the then outstanding Series A Preferred Stock shall be deemed to be occasioned by, or to include, (i) the acquisition
of the Company by another entity by means of any transaction or series of related transactions (including, without limitation,
any reorganization, merger, consolidation, or other transaction in which control of the Company is transferred, but, excluding
any merger effected exclusively for the purpose of changing the domicile of the Company) unless the Company’s stockholders
of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue
of securities issued as consideration for the Company’s acquisition or sale or otherwise) hold at least 50% of the voting
power of the surviving or acquiring entity or (ii) a sale of all or substantially all of the assets of the Company.
DESCRIPTION OF WARRANTS
We may issue warrants
for the purchase of preferred stock or common stock. Warrants may be issued independently or together with any preferred stock
or common stock, and may be attached to or separate from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The warrant agent will
act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency
or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the warrants is not complete.
You should refer to the warrant agreement, including the forms of warrant certificate representing the warrants, relating to the
specific warrants being offered for the complete terms of the warrant agreement and the warrants. The warrant agreement, together
with the terms of the warrant certificate and warrants, will be filed with the SEC in connection with the offering of the specific
warrants.
The applicable prospectus
supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants
will be separately transferable;
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise
of such warrants;
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise
price of the warrants;
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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants
may be purchased;
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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
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the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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if appropriate, a discussion of Federal income tax consequences; and
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any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise
of the warrants.
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Warrants for the purchase
of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered
form only.
Upon receipt of payment
and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other
office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If
less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for
the remaining warrants.
Prior to the exercise
of any warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders
of the common stock or preferred stock purchasable upon exercise, including in the case of warrants for the purchase of common
stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable
upon exercise.
DESCRIPTION OF SUBSCRIPTION RIGHTS
We may issue subscription rights to purchase
our common stock and/or preferred stock. These subscription rights may be issued independently or together with any other security
offered hereby and may or may not be transferable by the shareholder receiving the subscription rights in such offering. In connection
with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers
pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after
such offering.
The prospectus supplement relating to any
subscription rights we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including
some or all of the following:
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the price, if any, for the subscription rights;
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the exercise price payable for each share of common stock and/or preferred stock upon the exercise of the subscription rights;
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the number of subscription rights to be issued to each shareholder;
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the number and terms of the shares of common stock and/or shares of preferred stock which may be purchased per each subscription right;
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the extent to which the subscription rights are transferable;
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any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;
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the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
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the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and
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if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights.
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The description in the applicable prospectus
supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference
to the applicable subscription right agreement, which will be filed with the SEC if we offer subscription rights. For more information
on how you can obtain copies of the applicable subscription right agreement if we offer subscription rights, see “Where You
Can Find More Information” and “Incorporation of Certain Information by Reference.” We urge you to read the applicable
subscription right agreement and any applicable prospectus supplement in their entirety.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to
time, in one or more series, as senior, subordinated debt and/or convertible debt. While the terms we have summarized below will
apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt
securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under
a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to
the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue the debt securities under
the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”). We have filed the form of indenture as an exhibit to
the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus
is a part or will be incorporated by reference from reports that we file with the SEC.
The following summary of material provisions
of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of
the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and
any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete
indenture that contains the terms of the debt securities.
General
The indenture does not limit the amount
of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize
and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale
of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or
other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition
or transactions involving us.
We may issue the debt securities issued
under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal
amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original
issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms
of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described
in more detail in any applicable prospectus supplement.
We will describe in the applicable prospectus
supplement the terms of the series of debt securities being offered, including:
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the title of the series of debt securities;
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any limit upon the aggregate principal amount that may be issued;
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the maturity date or dates;
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the form of the debt securities of the series;
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whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination;
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if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined;
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the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
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our right, if any, to defer payment of interest and the maximum length of any such deferral period;
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if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions;
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the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;
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any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series;
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whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities;
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the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities, and the depositary for such global security or securities;
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if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;
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if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;
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additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant;
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additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable;
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additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance;
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additions to or changes in the provisions relating to satisfaction and discharge of the indenture;
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additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
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the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars;
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whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made;
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the terms and conditions, if any, upon which we will pay amounts in addition to the stated interest, premium, if any and principal amounts of the debt securities of the series to any holder that is not a “United States person” for federal tax purposes;
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any restrictions on transfer, sale or assignment of the debt securities of the series; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in the applicable prospectus
supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other
securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory,
at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock
or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as
an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations
under the indenture or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect
to any series of debt securities that we may issue:
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if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose;
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if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any;
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if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
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if specified events of bankruptcy, insolvency or reorganization occur.
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If an event of default with respect to debt
securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the
trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice
to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any,
and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs
with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall
be due and payable without any notice or other action on the part of the trustee or any holder.
The holders of a majority in principal amount
of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and
its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we
have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if
an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of
its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities,
unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that
series, provided that:
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the direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject to its duties under the Trust Indenture Act, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A holder of the debt securities of any series
will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies
only if:
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the holder has given written notice to the trustee of a continuing event of default with respect to that series;
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the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request,
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such holders have offered to the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with the request; and
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the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.
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These limitations do not apply to a suit
instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt
securities.
We will periodically file statements with
the trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture
without the consent of any holders with respect to specific matters:
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to cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of any series;
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to comply with the provisions described above under “Description of Debt Securities—Consolidation, Merger or Sale;”
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to add to our covenants, restrictions, conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture;
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to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
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to make any change that does not adversely affect the interests of any holder of debt securities of any series in any material respect;
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to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;
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to evidence and provide for the acceptance of appointment under any indenture by a successor trustee; or
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to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act.
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In addition, under the indenture, the rights
of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least
a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we
provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make
the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending the fixed maturity of any debt securities of any series;
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reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series of any debt securities; or
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reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.
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Discharge
The indenture provides that we can elect
to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations,
including obligations to:
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register the transfer or exchange of debt securities of the series;
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replace stolen, lost or mutilated debt securities of the series;
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pay principal of and premium and interest on any debt securities of the series;
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maintain paying agencies;
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hold monies for payment in trust;
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recover excess money held by the trustee;
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compensate and indemnify the trustee; and
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appoint any successor trustee.
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In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and
interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each
series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement,
in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series
in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, a depositary named
by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of
a series are issued in global form and as book-entry, a description of terms relating to any book entry securities will be set
forth in the applicable prospectus supplement.
At the option of the holder, subject to
the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement,
the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series,
in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and
the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities
may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed
thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office
of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents
for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges.
We will name in the applicable prospectus
supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for
any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent
in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities
of any series, we will not be required to:
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issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or
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register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
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Information Concerning the Trustee
The trustee, other than during the occurrence
and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth
in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent
person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation
to exercise any of the powers given it by the indenture at the request of any holder of debt securities, unless it is offered reasonable
security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in
whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record
date for the interest.
We will pay principal of and any premium
and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless
we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the
holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate
the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series.
We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities
of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the
trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end
of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt
security thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt securities will
be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust
Indenture Act is applicable.
DESCRIPTION OF UNITS
As specified in the
applicable prospectus supplement, we may issue units consisting of one or more of the other securities described in this prospectus.
The applicable prospectus
supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
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the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether
and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN OF DISTRIBUTION
We may sell the securities
offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our
affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed
at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing
market prices, or negotiated prices. The prospectus supplement will include the following information:
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the terms of the offering;
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the names of any underwriters or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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any over-allotment options under which underwriters may purchase additional securities from us;
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the net proceeds from the sale of the securities
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any delayed delivery arrangements
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any commissions paid to agents; and
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any securities exchange or market on which the securities may be listed.
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Sale Through Underwriters or Dealers
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Only underwriters named
in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are
used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase,
security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any
of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales.
Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations
of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to
purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If dealers are used
in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell
those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will
include the names of the dealers and the terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities
offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be
sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of
the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement,
any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities
directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with
respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement
indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities
at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable
prospectus supplement will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the
generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer,
also known as an At-the-Market offering, or “ATM”, under which we may offer and sell shares of our common stock from
time to time through a broker-dealer as our sales agent. If we enter into such a program, sales of the shares of common stock,
if any, will be made by means of ordinary brokers’ transactions at market prices on the securities exchange or quotation
or trading service on which such securities may be listed, quoted or traded at the time of sale, block transactions and such other
transactions as agreed upon by us and the broker-dealer. Under the terms of such a program, we also may sell shares of common stock
to the broker-dealer, as principal for its own account at a price agreed upon at the time of sale. If we sell shares of common
stock to such broker-dealer as principal, we will enter into a separate terms agreement with such broker-dealer, and we will describe
this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
All securities we offer,
other than shares of our Common Stock, will be new issues of securities with no established trading market. Any underwriters may
make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without
notice. Any shares of our Common Stock sold pursuant to a prospectus supplement will be quoted on the OTC Markets Group Inc.’s
OTCQB tier. We may apply to list any other securities sold pursuant to a prospectus supplement but we are not obligated to do so.
Therefore, no assurance can be given as to whether an active trading market will develop for the offered securities. We cannot
guarantee the liquidity of the trading markets for any securities.
Any underwriter may
also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under
the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the
purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the
securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit
the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member
are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions.
The underwriters may, if they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters,
and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including
liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us, in the ordinary course of business.
LEGAL MATTERS
The validity of the
issuance of the securities offered by this prospectus will be passed upon for us by Venable LLP, New York, New York.
EXPERTS
The consolidated
balance sheets of Ideanomics, Inc. as of December 31, 2019 and 2018, and the related consolidated statements of operations,
comprehensive loss, equity, and cash flows for each of the two years in the period ended December 31, 2019, and related notes
(collectively referred to as the “financial statements”), have been audited by B F Borgers CPA PC, independent
registered public accounting firm, as stated in their report, which includes explanatory paragraphs as to the Company’s
ability to continue as a going concern, which is incorporated herein by reference. Such financial statements have been
incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly
and special reports, along with other information with the SEC. Our SEC filings are available to the public over the Internet at
the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference
Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room.
This prospectus is
part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the
Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration statement,
including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement
from the SEC at the address listed above or from the SEC’s internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
This prospectus is
part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus
the information that we file with them, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. The following documents are incorporated by reference
and made a part of this prospectus:
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our Current Report on Form 8-K filed with the SEC on January 2, 2020, January 7, 2020, January 10, 2020, January 29, 2020, January 29, 2020 and February 6, 2020;
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the description of our common stock which is registered under Section 12 of the Exchange Act,
in our registration statement on Form 8-A, filed on May 29, 2012, including any amendment or reports filed for the purposes
of updating this description; and
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all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering.
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We also incorporate
by reference any future filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
furnished on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial
filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement,
until we file a post-effective amendment that indicates the termination of the offering of the common stock made by this prospectus
and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future
filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically
be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed
to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier
statements.
Notwithstanding the
foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits,
is not incorporated by reference in this prospectus.
The information about
us contained in this prospectus should be read together with the information in the documents incorporated by reference. You may
request a copy of any or all of these filings, at no cost, by writing or telephoning us at 55 Broadway, 19th Floor,
New York, , NY10006, phone number (212) 206-.1216
$50,000,000
Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
Units
Ideanomics, Inc.
Prospectus
, 2020
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs
and expenses payable by the Registrant in connection with this offering, other than underwriting commissions and discounts, all
of which are estimated except for the SEC registration fee.
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Item
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Amount
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SEC registration fee
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$
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6,490
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Printing and engraving expenses
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5,000
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Legal fees and expenses
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50,000
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Accounting fees and expenses
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10,000
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Transfer agent and registrar’s fees and expenses
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2,000
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Miscellaneous expenses
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1,510
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Total
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$
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75,000
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Item 15. Indemnification of Directors and Officers.
Under Section 145
of the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify its directors, officers, employees
and agents and its former directors, officers, employees and agents and those who serve, at the corporation's request, in such
capacities with another enterprise, against expenses (including attorney's fees), as well as judgments, fines and settlements,
actually and reasonably incurred in connection with the defense of any action, suit or proceeding (other than an action by or in
the right of the corporation) in which they or any of them were or are made parties or are threatened to be made parties by reason
of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith
and in a manner he or she reasonably believed to be in (or not opposed to) the best interests of the corporation and, in the case
of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged
liable to the corporation for negligence or misconduct in the performance of his/her duty to the corporation, unless, and only
to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems
proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully
defended.
Section 102(b)(7) of
the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends
and unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal
benefit.
Our Articles of Incorporation
and Bylaws provide for indemnification of our directors and certain officers for liabilities and expenses that they may incur in
such capacities. In general, our directors and certain officers are indemnified with respect to actions taken in good faith and
in a manner such person believed to be in our best interests, and with respect to any criminal action or proceedings, actions that
such person has no reasonable cause to believe were unlawful. Furthermore, the personal liability of our directors is limited as
provided in our Articles of Incorporation.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as
amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933, as amended and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
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Exhibit
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Number
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Description
of Document
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1.1
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Form of
Underwriting Agreement.*
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3.1
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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].
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3.2
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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].
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3.3
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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].
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3.4
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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]
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*
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To the extent applicable, to be filed by amendment
or as an exhibit to a document filed under the Securities and Exchange Act of 1934, as amended, and incorporated by reference
herein.
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Item 17. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided, however, Paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that
is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date
of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date;
(6) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(i) The
registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For
the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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-3 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 March 18, 2020.
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IDEANOMICS, INC.
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By:
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/s/ Alfred Poor
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Alfred Poor
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Chief Executive Officer (Principal Executive Officer)
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By:
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/s/ Conor McCarthy
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Conor McCarthy
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Chief Financial Officer (Principal Financial and Accounting
Officer)
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Each person whose signature
appears below constitutes and appoints Alfred Poor and Michael McCarthy as his true and lawful attorney in fact and agent, with
full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post effective amendments) to the Registration Statement, and to sign any registration statement for
the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and all post effective amendments thereto, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and 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 agent, each acting alone, or his or her substitute or 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 held on the
dates indicated.
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Signature
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Title
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Date
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/s/ Alfred Poor
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Alfred Poor
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Chief Executive Officer (Principal Executive Officer)
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March 18, 2020
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/s/ Conor McCarthy
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Chief Financial Officer (Principal Financial Officer)
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March 18, 2020
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/s/ Bruno Wu
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Bruno Wu
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Chairman
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March 18, 2020
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/s/ Shane McMahon
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Shane McMahon
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Director
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March 18, 2020
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/s/ James Cassano
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James Cassano
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Director
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March 18, 2020
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/s/ John Wallace
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John Wallace
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Director
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March 18, 2020
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/s/ Jerry Fan
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Jerry Fan
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Director
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March 18, 2020
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Steven Fadem
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Director
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March 18, 2020
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/s/ Chao Yang
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Chao Yang
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Director
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March 18, 2020
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/s/ Harry Edelson
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Harry Edelson
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Director
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March 18, 2020
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