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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/10/20 Ideanomics, Inc. 8-K:1,9 9/04/20 12:431K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-10.1 Material Contract HTML 128K 3: EX-10.2 Material Contract HTML 7K 8: R1 Cover HTML 48K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2030579d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- idex-20200904_lab XML 97K 6: EX-101.PRE XBRL Presentations -- idex-20200904_pre XML 64K 4: EX-101.SCH XBRL Schema -- idex-20200904 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-20-103989-xbrl Zip 43K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 4, 2020
(Exact Name of Registrant as Specified in Its Charter)
| i Nevada | i 001-35561 | i 20-1778374 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
i 55 Broadway, i 19th Floor, i New York, i NY i 10006
(Address of principal executive offices) (Zip Code)
(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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, par value $.001 | i IDEX | i The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 1.01 | Entry into a Material Definitive Agreement |
On September 4, 2020, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). The Company has submitted the SEDA to the approval of its shareholders and upon receipt of such shareholder approval, the Company will be able to sell up to $150,000,000 of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at 90% of the Market Price (as defined below) and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of our common stock. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the 5 consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours.
Pursuant to the SEDA, we are required to register all shares which YA may acquire. In the event that shareholder approval is received, the Company shall file with the Securities and Exchange Commission a prospectus supplement to the Company's prospectus, dated July 17, 2020, filed as part of the Company’s effective shelf registration statement on Form S-3, File No. 333- 239371, registering all of the shares of Common Stock that are to be offered and sold to YA pursuant to the SEDA.
Pursuant to the SEDA, we shall use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We did not pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction.
YA has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our common stock during any time prior to the public disclosure of the SEDA.
The foregoing is a summary description of certain terms of the Agreement. For a full description of all terms, please refer to the copy of the Agreement that is filed herewith as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the Purchase Agreement.
As previously disclosed on Form 8-k, on April 3, 2020 the Company entered into a Standby Equity Distribution Agreement with YA pursuant to which the Company was able to sell up to $50,000,000 of its common stock. On September 10, 2020, the Company and YA agreed to terminate this Standby Equity Distribution Agreement pursuant to a letter agreement (the “Letter Agreement”) that is filed herein as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the Letter Agreement.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ideanomics, Inc. | ||
| Date: September 10, 2020 | By: | /s/ Alfred Poor |
| Name: | Aldred Poor | |
| Title: | Chief Executive Officer | |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/10/20 | |||
| For Period end: | 9/4/20 | PRE 14A | ||
| 7/17/20 | CORRESP, S-3/A | |||
| 4/3/20 | 424B2, 8-K | |||
| List all Filings | ||||