Current Report Filing (8-k)
June 09 2020 - 3:12PM
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 9, 2020
IDEANOMICS, INC.
(Exact Name of Registrant as Specified in
Its Charter)
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Nevada
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001-35561
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20-1778374
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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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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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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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, par value $.001
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IDEX
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The NASDAQ Stock Market
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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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement
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On
June 9, 2020, the Company offered 10,000,000 shares of its common stock to YA II PN Ltd. (“YA II”) at a gross price
of $1.11, pursuant to its previously announced Standby Equity Purchase Agreement, dated April 3, 2020 with YA II (the “SEDA”).
The Company would receive net proceeds of $10,000,000 upon the closing of this offer which is expected to occur on or about June
15, 2020.
On
June 9, 2020, Ideanomics, Inc. (the “Company”) entered into an letter agreement (“Letter Agreement”) with
YA II pursuant to which YA II and the Company agreed to amend the Standby Equity Distribution Agreement, dated April 3, 2020, by
and between the Company and YA II (the “SEDA”) to reduce the aggregate amount of the Company’s common stock that
the Company is able to sell to YA II upon the Company’s request from $50,000,000 to $45,000,000. The Company now has up to
$34,500,000 of its common stock available for sale to YA II at the Company’s request any time during the 36 months following
the date of the SEDA’s entrance into force.
On
June 9, 2020, the Company entered into debenture amendment agreement (“Debenture Amendment Agreement”) with YA II pursuant
to which the Company and YA II agreed to reduce the conversion price of an aggregate amount of $4,000,000 principal of the debentures
issued by the Company and held by the Holders to $0.59 per $1.00 principal.
On
June 9, 2020, the Company entered into a subscription agreement (the “Subscription Agreement”) with D-Beta One EQ,
Ltd. (“D-Beta”), an affiliate of YA II. Pursuant to the Subscription Agreement, the Company will issue and sell to
D-Beta 3,389,830 shares of its common stock for an aggregate purchase price of $2,000,000. The Company shall use the net proceeds
from any sale of the shares for working capital purposes, including the repayment of outstanding debt.
Under
the terms of the Subscription Agreement, the Company is required to register all shares which D-Beta will acquire pursuant to the
Subscription Agreement. The Company shall file with the Securities and Exchange Commission a prospectus supplement to the Company's
prospectus, dated March 18, 2020, filed as part of the Company’s effective shelf registration statement on Form S-3, File
No. 333- 237251, registering all of the shares of common stock that are to be offered and sold to D-Beta pursuant to the Subscription
Agreement.
The
foregoing description of the Letter Agreement, the Debenture Amendment Agreement and a Subscription Agreement is not purported
to be complete and is qualified in its entirety by reference to the complete text of such agreement which will be filed as an exhibit
to a Form 10-Q of the Company, as required.
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Item 9.01
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Financial Statements and Exhibits
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* Incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the Commission on April 6, 2020.
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 9, 2020
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By:
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/s/ Alfred Poor
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Name:
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Alfred Poor
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Title:
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Chief Executive Officer
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