IDEANOMICS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-12-29: Form 8-K; Period of report 2021-12-29; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2021-12-23: Form 8-K; Period of report 2021-12-22; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-12-20: Form 8-K; Period of report 2021-12-14; Description 8.01 Other Events; Details 8.01.
- 2021-11-24: Form 8-K; Period of report 2021-11-23; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-12-29 | 8-K | 2021-12-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2136541d1_8k.htm |
| 2021-12-23 | 8-K | 2021-12-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 22, 2021, Ideanomics, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). | tm2136272d1_8k.htm |
| 2021-12-20 | 8-K | 2021-12-14 | 8.01 Other Events | 8.01 On December 14, 2020, the United States District Court for the Southern District of New York (the “Court”) issued an order (the “Preliminary Approval Order”) providing for preliminary approval of the proposed settlement of the claims asserted nominally on behalf of Ideanomics, Inc. (the “Company”) against the individual defendants named in the previously disclosed stockholder derivative action entitled IN RE IDEANOMICS, INC. | tm2135954d1_8k.htm |
| 2021-11-24 | 8-K | 2021-11-23 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 23, 2021, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2021. 7.01 On November 23, 2021, the Company held a conference call to discuss the Company’s financial results for the fiscal quarter ended September 30, 2021. | tm2133814d1_8k.htm |
| 2021-11-22 | 8-K/A | 2021-11-19 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 (b) As previously reported, on November 16, 2021, the Company filed the Original Form 8-K disclosing that the Company determined that its previously issued financial statements contained in its Quarterly Report on Form 10-Q for the period ended March 31, 2021 and Quarterly Report on Form 10-Q for the period ended June 30, 2021 should no longer be relied upon due to errors in such condensed consolidated financial statements related to revenue reported by its affiliate Timios Holding Corp. that provides title and agency services. | tm2133674d1_8k.htm |
| 2021-11-16 | 8-K | 2021-11-15 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 (b) On November 15, 2021, Ideanomics, Inc. (the “Company,” “our,” or “us”) has determined that a restatement of our previously issued financial statements contained in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021 and June 30, 2021, respectively, would be required, to correct the revenue reported by our affiliate Timios Holding Corp. (“Timios”), that provides title and agency services. | tm2133104d1_8k.htm |
| 2021-10-29 | 8-K | 2021-10-25 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information pertaining to the Note discussed in Item 1.01 of this 8-K is incorporated herein by reference in its entirety. 8.01 The information set forth in the second paragraph of Item 1.01 of this 8-K is incorporated herein by reference in its entirety. | tm2131365d1_8k.htm |
| 2021-09-27 | 8-K | 2021-09-24 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 BF Borgers CPA PC (“BFB”) was previously the principal accountants for Ideanomics, Inc. (the “Company”) since February 2018. | tm2128562d1_8k.htm |
| 2021-09-21 | 8-K | 2021-09-15 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On the Effective Date, Ideanomics issued a press release announcing the entry into the Framework Agreement. | tm2128110d1_8k.htm |
| 2021-09-10 | 8-K | 2021-09-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective September 3, 2021, Ideanomics, Inc. (the “Company”) agreed to increase the base salary for Ms. Kristin Helsel, the Company’s Chief Revenue Officer, to $450,000. | tm2127313d1_8k.htm |
| 2021-09-03 | 8-K | 2021-08-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2126831d1_8k.htm |
| 2021-09-02 | 8-K | 2021-08-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective August 29, 2021 Ideanomics, Inc. (the “Company”) announced the appointment of Robin Mackie as President of Ideanomics Mobility (the “Divisional Head”). | tm2126922d1_8k.htm |
| 2021-08-30 | 8-K | 2021-08-30 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On August 30, 2021, Ideanomics, Inc. (the “Company”) and VIA Motors International, Inc. (“VIA Motors”) issued a joint press release (the “Press Release”) announcing the entry into an Agreement and Plan of Merger, dated August 30, 2021 (the “Merger Agreement”), by and among the Company, VIA Motors, and Longboard Merger Sub, Inc., a wholly owned subsidiary of the Company, providing for the acquisition of VIA Motors by the Company. 8.01 A copy of the Press Release is attached as Exhibit 99.1 hereto and is incorporated by reference. | tm2126525d1_8k.htm |
| 2021-08-17 | 8-K | 2021-08-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 16, 2021, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021. 7.01 On August 16, 2021, Ideanomics, Inc. (the “Company”) held a conference call to discuss the Company's financial results for the fiscal quarter ended June 30, 2021. | tm2125221d1_8k.htm |
| 2021-08-13 | 8-K | 2021-08-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2125089d1_8k.htm |
| 2021-08-04 | 8-K | 2021-07-29 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.02 As previously disclosed by Ideanomics, Inc. (the “Company”) on February 12, 2021, the Company entered into a convertible debenture (the “Note”), dated February 8, 2021 with YA II PN, Ltd. with a principal amount of $80,000,000 (the “Principal”). 8.01 On July 29, 2021, the Company entered into an Investment Agreement with Prettl Electronics Automotive GMBH (the “Investment Agreement”), a limited liability company under the laws of Germany (“Prettl”). | tm2124118d1_8k.htm |
| 2021-07-30 | 8-K | 2021-07-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 26, 2021, Ideanomics, Inc. (the “Company”) entered into a a subscription agreement (the “Agreement”) to invest $25,000,000 (the “Investment”) in the Minority Depository Institution Keepers Fund (the “MDI Fund”) over a period of three years. | tm2123781d1_8k.htm |
| 2021-07-29 | 8-K | 2021-07-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective July 23, 2021, the Board appointed Shane McMahon as Executive Chairman of Ideanomics, Inc. (the “Company”). | tm2123654d1_8k.htm |
| 2021-06-17 | 8-K | 2021-06-11 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On June 11, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) and acquired 78.6% of privately held Soletrac, Inc. (“Solectrac”) for an aggregate purchase price of $18,078,000 in cash as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. 7.01 On June 14, 2021, the Company issued a press release announcing the Agreement. | tm2120006d1_8k.htm |
| 2021-06-11 | 8-K | 2021-06-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 11, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). | tm2119476d1_8k.htm |
| 2021-06-11 | 8-K | 2021-06-10 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 The information in Item 8.01 of this Form 8-K is incorporated herein by reference in its entirety. 8.01 As previously disclosed, on May 12, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) to acquire 100% of privately held US Hybrid Corporation (“US Hybrid”) for an aggregate purchase price of $50,000,000 in a combination of $30,000,000 of cash and $20,000,000 worth of Ideanomics stock (6,627,565 shares of common stock) as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. | tm2119528d1_8k.htm |
| 2021-05-18 | 8-K | 2021-05-17 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 17, 2021, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2021. 7.01 On May 17, 2021, Ideanomics, Inc. (the “Company”) held a conference call to discuss the Company's financial results for the fiscal quarter ended March 31, 2021. | tm2116734d1_8k.htm |
| 2021-05-14 | 8-K | 2021-05-12 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On May 12, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) to acquire 100% of privately held US Hybrid Corporation (“US Hybrid”) for an aggregate purchase price of $50,000,000 in a combination of $30,000,000 of cash and $20,000,000 worth of Ideanomics stock as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. 7.01 On May 12, 2021, the Company issued a press release announcing the Agreement. | tm2116402d1_8k.htm |
| 2021-04-26 | 8-K | 2021-04-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2114104d1_8k.htm |
| 2021-04-14 | 8-K | 2021-04-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2112978d1_8k.htm |
| 2021-04-06 | 8-K/A | 2021-01-08 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 As previously disclosed, Ideanomics, Inc. (“Ideanomics”) entered into a stock purchase agreement (the “Agreement”) with Timios Holding Corp. (“Timios”) pursuant to which Ideanomics agreed to acquire 100% of the outstanding capital stock of Timios (the “Acquisition”) subject to the terms set forth in the Agreement. | tm2111936d1_8ka.htm |
| 2021-04-05 | 8-K | 2021-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 5, 2021 Ideanomics announced the appointment of Kristen Helsel as Chief Revenue Officer (the “CRO”). | tm2111936d2_8k.htm |
| 2021-04-01 | 8-K | 2021-03-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 31, 2021, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and fiscal year ended December 31, 2020. 7.01 On March 31, 2021, Ideanomics, Inc. (the “Company”) held a conference call to discuss the Company's financial results for the fiscal quarter and fiscal year ended December 31, 2020. | tm2111634d1_8k.htm |
| 2021-03-22 | 8-K/A | 2021-01-08 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 As previously disclosed, Ideanomics, Inc. (“Ideanomics”) entered into a stock purchase agreement (the “Agreement”) with Timios Holding Corp. (“Timios”) pursuant to which Ideanomics agreed to acquire 100% of the outstanding capital stock of Timios (the “Acquisition”) subject to the terms set forth in the Agreement. | tm219074d1_8ka.htm |
| 2021-03-04 | 8-K | 2021-03-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm218680d1_8k.htm |
| 2021-03-01 | 8-K | 2021-02-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm217996d2_8k.htm |
| 2021-02-12 | 8-K | 2021-02-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information pertaining to the Note discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety. | tm216315d1_8k.htm |
| 2021-02-03 | 8-K | 2021-01-28 | 8.01 Other Events | 8.01 On January 28, 2021, Ideanomics, Inc. (“Ideanomics”) entered into a simple agreement for future equity (the “SAFE”) with Technology Metals Market Limited (“TM2”) pursuant to which Ideanomics invested £1,500,000 (the “Purchase Amount”). | tm215180d1_8k.htm |
| 2021-02-01 | 8-K | 2021-01-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information pertaining to the Note discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety. | tm214844-1_8k.htm |
| 2021-01-22 | 8-K | 2021-01-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information pertaining to the Note discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety. | tm213871d1_8k.htm |
| 2021-01-19 | 8-K | 2021-01-19 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 The information in Item 8.01 of this Form 8-K is incorporated herein by reference in its entirety. 8.01 As previously disclosed, on January 8, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) to acquire 100% of privately held Wireless Advanced Vehicle Electrification, Inc. (“WAVE”) for an aggregate purchase price of $50,000,000 in a combination of $15,000,000 of cash and $35,000,000 worth of Ideanomics stock as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. | tm213463d1_8k.htm |
| 2021-01-15 | 8-K | 2021-01-15 | 7.01 Regulation FD Disclosure | 7.01 On January 15, 2021, Ideanomics, Inc. (the “Company”) issued an investor presentation (the “Investor Presentation”), which the Company expects to present to investors on or about January 15, 2021. | tm213311d1_8k.htm |
| 2021-01-08 | 8-K | 2021-01-08 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 As previously disclosed, on November 10, 2020, Ideanomics, Inc. (“Ideanomics”) entered into a stock purchase agreement (the “Agreement”) with Timios Holding Corp. (“Timios”) pursuant to which Ideanomics agreed to acquire 100% of the outstanding capital stock of Timios (the “Acquisition”) subject to the terms set forth in the Agreement. | tm212257d1_8k.htm |
| 2021-01-08 | 8-K | 2021-01-04 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On January 4, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) to acquire 100% of privately held Wireless Advanced Vehicle Electrification, Inc. (“WAVE”) for an aggregate purchase price of $50,000,000 in a combination of $15,000,000 of cash and $35,000,000 worth of Ideanomics stock as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. 2.03 The information in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety. 7.01 On January 5, 2021, the Company issued a press release announcing the Agreement. | tm212073d1_8k.htm |