Current Report Filing (8-k)
June 05 2020 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 5, 2020
IDEANOMICS, INC.
(Exact name of registrant as specified in
its charter)
Nevada
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20-1778374
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(State or other jurisdiction
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(IRS Employer
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of incorporation)
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Identification No.)
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001-35561
(Commission File Number)
55 Broadway, 19th Floor, New
York, NY 10006
(Address of principal executive offices)
(Zip Code)
212-206-1216
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value per share
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IDEX
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The Nasdaq Stock Market
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Item 1.01
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Entry into a Material Definitive Agreement
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On June 5, 2020, the
audit committee and the board of directors (the “Board”) of Ideanomics, Inc. (the “Company”) approved
reducing the conversion price of the following debt to $0.59 per share in an effort to reduce the currently outstanding debt of
the Company, contingent upon the immediate conversion of all such debt at $0.59 per share: (i) promissory note in the amount of
$1,502,300, inclusive of outstanding interest, held by Sun Seven Stars Investment Group Limited, an affiliate of Mr. Bruno Wu,
now convertible into 2,546,271 shares of common stock at $0.59 per share (the “Wu Note Common Stock”); (ii) advances
to the Company in the amount of $1,585,900 made by affiliates of Mr. Bruno Wu, now convertible into 2,687,966 shares of common
stock at $0.59 per share (the “Wu A/P Common Stock”); and (iii) promissory note in the amount of $3,000,000, inclusive
of outstanding interest, held by Mr. Shane McMahon now convertible into 5,084,746 shares of common stock at $0.59 per share (the
“McMahon Common Stock, referred to collectively herein with the Wu Note Common Stock and the Wu A/P Common Stock as the
“Common Stock”). Mr. Wu is the Executive Chairman of the Company and Mr. McMahon is a member of the Board. The note
amendments as described in the forgoing is not purported to be complete and is qualified by reference to the complete text of
such amendment which will be filed as an exhibit to a form 10-Q of the company as required.
Item 3.02
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Unregistered Sales of Equity Securities.
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The information pertaining to the salof
shares of the Common Stock discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.
The Company issued the shares of its Common Stock in reliance
on exemptions from registration provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder
and/or Regulation S under the Securities Act.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Ideanomics, Inc.
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Date: June 5, 2020
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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
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