IDEANOMICS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-12-28: Form 8-K; Period of report 2022-12-21; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
- 2022-12-19: Form 8-K; Period of report 2022-12-13; Description 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; Details 1.01.
- 2022-12-12: Form 8-K; Period of report 2022-12-06; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2022-12-02: Form 8-K; Period of report 2022-11-30; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-28 | 8-K | 2022-12-21 | 3.02 Unregistered Sales of Equity Securities | 3.02 On December 21, 2022, pursuant to the previously disclosed Amended and Resated Standby Equity Purchase Agreement (the “SEPA”) dated September 14, 2022 between Ideanomics, Inc. (the “Company”) and YA II PN, LTD. | tm2233645d1_8k.htm |
| 2022-12-19 | 8-K | 2022-12-13 | 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 of this Current Report on Form 8-K contains only a brief description of the material terms of the Note, Pledge Agreement and the Subordination Agreement, do not purport to be complete and are subject to, and qualified in their entirety, by reference to the Note, Pledge Agreement and the Subordination Agreement attached hereto as Exhibits 10.2, 10.3, and 10.4, respectively, which are incorporated herein by reference. 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. | tm2233030d1_8k.htm |
| 2022-12-12 | 8-K | 2022-12-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2232469d1_8k.htm |
| 2022-12-02 | 8-K | 2022-11-30 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On November 30, 2022, Ideanomics, Inc. (the “Company”) received a letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was no longer in compliance with the audit committee requirements as set forth in Nasdaq Listing Rule 5605, which requires the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) to be comprised of a minimum of three independent directors. | tm2231772d1_8k.htm |
| 2022-11-28 | 8-K | 2022-11-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) At the 2022 Annual Meeting of Stockholders of Ideanomics, Inc. (the “Company”) held on November 25, 2022 (the “Annual Meeting”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the Company’s 2010 Equity Incentive Plan, as amended and restated, (the “Plan”) to authorize an additional 120,000,000 shares issuable under the Plan. 5.07 The Annual Meeting was held on November 25, 2022. | tm2231488d1_8k.htm |
| 2022-11-18 | 8-K | 2022-11-14 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Certificate of Designation of Series B Convertible Preferred Stock, SPA, Warrants, and Registration Rights Agreement, do not purport to be complete and are subject to, and qualified in their entirety, by reference to the Certificate of Designation of Series B Convertible Preferred Stock, SPA, Warrants, and Registration Rights Agreement attached hereto as Exhibits 3.5, 10.1, 10.2, and 10.3, respectively, which are incorporated herein by reference. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. 3.03 The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03. 5.03 The Company filed Certificates of Withdrawal relating to each series of Preferred Stock with the Secretary of State of Nevada and terminated the designation of its Series B Preferred Stock (on November 16, 2022); Series C Preferred Stock (on November 16, 2022); Series D Preferred Stock (on November 16, 2022) and Series E Convertible Preferred Stock (on November 16, 2022). | tm2230649d1_8k.htm |
| 2022-11-10 | 8-K | 2022-11-04 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On November 9, 2022, the Company issued a press release announcing its financial results for the fiscal quarter ended September 30, 2022. 7.01 On November 9, 2022, the Company held a conference call and webcast to discuss its financial results for the quarterly period ended September 30, 2022. | tm2229940d1_8k.htm |
| 2022-11-04 | 8-K | 2022-10-31 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 (b) On and effective October 31, 2022, Harry Edelson informed the Company of his decision to resign from the Company’s Board of Directors and its Committees. | tm2229617d1_8k.htm |
| 2022-10-28 | 8-K | 2022-10-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2228662d1_8k.htm |
| 2022-10-26 | 8-K | 2022-10-25 | 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; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required. 3.02 The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 3.02 of this Current Report on Form 8-K to the extent required. | tm2228662d2_8k.htm |
| 2022-10-03 | 8-K | 2022-09-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2227291d1_8k.htm |
| 2022-09-22 | 8-K | 2022-09-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2226475d1_8k.htm |
| 2022-09-22 | 8-K | 2022-09-13 | 8.01 Other Events | 8.01 Effective as of September 13, 2022, our board of directors authorized us to begin the process of restructuring our People’s Republic of China (“PRC”) operations, including (but not limited to) restructuring PRC funding and business lines, closing defunct PRC entities, and any other activity reasonably assessed by our Chief Executive Officer to be necessary to minimize our exposure to certain regulatory risks and operational difficulties in order for our business operations to function in an efficient manner. | tm2226439d1_8k.htm |
| 2022-09-21 | 8-K | 2022-09-21 | 7.01 Regulation FD Disclosure | 7.01 On September 21, 2022, Ideanomics, Inc., a Nevada corporation (the “Company”) issued an investor presentation (the “Investor Presentation”), which the Company expects to present to investors on September 21, 2022. | tm2226395d1_8k.htm |
| 2022-09-20 | 8-K | 2022-09-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On September 16, 2022, Ideanomics, Inc. (the “Company”) and Mr. Conor McCarthy, the Company’s chief financial officer, mutually agreed that he will depart his position of chief financial officer at the Company, effective September 16, 2022. 7.01 On September 19, 2022, the Company issued a press release announcing the appointment of Mr. Johnston as Chief Financial Officer. | tm2226114d1_8k.htm |
| 2022-09-16 | 8-K | 2022-09-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2225922d1_8k.htm |
| 2022-09-13 | 8-K | 2022-09-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2225799d1_8k.htm |
| 2022-09-09 | 8-K | 2022-09-09 | 7.01 Regulation FD Disclosure | 7.01 On September 9, 2022, Ideanomics, Inc., a Nevada corporation (the “Company”) held a conference call and webcast to discuss its financial results for (i) the year ended December 31, 2021, and (ii) the quarterly periods ended March 31, 2022, and June 30, 2022. | tm2225548d1_8k.htm |
| 2022-09-02 | 8-K | 2022-09-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2225038d1_8k.htm |
| 2022-08-31 | 8-K | 2022-08-30 | 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 Amended Debenture discussed in Item 1.01 of this 8-K is incorporated herein by reference in its entirety. | tm2224825d1_8k.htm |
| 2022-08-19 | 8-K | 2022-08-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On August 11, 2022, the Company exercised its option, pursuant to Section 9.1(d) of the Merger Agreement to extend the date for termination under 9.1(d) to September 30, 2022. | tm2223649d1_8k.htm |
| 2022-08-08 | 8-K/A | 2022-07-21 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 BDO was previously the independent registered public accounting firm for the Company since September 24, 2021. | tm2222740d1_8ka.htm |
| 2022-07-27 | 8-K | 2022-07-21 | 4.01 Changes in Registrant's Certifying Accountant; 8.01 Other Events | 4.01 BDO USA, LLP (“BDO”) was previously the independent registered public accounting firm for Ideanomics, Inc. (the “Company”) since September 24, 2021. 8.01 On July 25, 2022, the Company received formal notice that the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) had granted the Company’s request for continued listing on Nasdaq pursuant to an extension through September 12, 2022 to evidence full compliance with Nasdaq’s filing requirement, as set forth in Nasdaq Listing Rule 5250(c)(1). | tm2221943d1_8k.htm |
| 2022-07-25 | 8-K | 2022-07-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2221610d1_8k.htm |
| 2022-07-18 | 8-K | 2022-06-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2220907d1_8k.htm |
| 2022-06-23 | 8-K | 2022-06-23 | 7.01 Regulation FD Disclosure | 7.01 On June 23, 2022, Ideanomics, Inc. (the “Company”) and VIA Motors International, Inc. (“VIA Motors”) provided supplemental information in connection with the anticipated closing of the merger for the acquisition of VIA Motors by the Company, through a conference call and a webcast for investors and the public. | tm2219323d1_8k.htm |
| 2022-06-16 | 8-K | 2022-06-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2218727d1_8k.htm |
| 2022-05-23 | 8-K | 2022-05-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2216572d1_8k.htm |
| 2022-05-20 | 8-K | 2022-05-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On May 17, 2022, Ideanomics, Inc., a Nevada corporation (the “Company”) received a notice (the “10-Q Notice”) from the staff of the Nasdaq Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10-Q for the period ended March 31, 2022 (the “Form 10-Q”) and because the Company remains delinquent in filing its Form 10-K for the period ended December 31, 2022 (the “Form 10-K” and, together with the Form 10-Q, the “Delayed Reports”), the Company is no longer in compliance with Nasdaq Listing Rules for continued listing. 7.01 On May 20, 2022, the Company issued a press release announcing its receipt of the 10-Q Notice. | tm2216212d1_8k.htm |
| 2022-04-11 | 8-K | 2022-04-11 | 7.01 Regulation FD Disclosure | 7.01 On April 11, 2022, Ideanomics, Inc., a Nevada corporation (the “Company”) issued an investor presentation (the “Investor Presentation”), which the Company expects to present to investors on April 11, 2022. | tm2212404d1_8k.htm |
| 2022-04-01 | 8-K | 2022-03-29 | 8.01 Other Events | 8.01 On March 29, 2022, the board of directors (the “Board”) of Ideanomics, Inc. (the “Company”) adopted an updated Insider Trading Policy, which informs Company employees, officers and members of the Board of their legal responsibilities as it pertains to material non-public information. | tm2211382d1_8k.htm |
| 2022-03-18 | 8-K | 2022-03-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On March 17, 2022, Ideanomics, Inc., a Nevada corporation (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). 7.01 On March 18, 2022, the Company issued a press release announcing its receipt of the Notice. | tm229766d1_8k.htm |
| 2022-03-17 | 8-K | 2022-03-15 | 7.01 Regulation FD Disclosure | 7.01 On March 15, 2022, Ideanomics, Inc., a Nevada corporation (the “Company”) announced a delay in the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. | tm229535d1_8k.htm |
| 2022-03-07 | 8-K | 2022-03-07 | 7.01 Regulation FD Disclosure | 7.01 On March 7, 2022, Ideanomics, Inc., a Nevada corporation (the “Company”) announced that it had provisionally passed the required 90% threshold by securing 93.63% of shares of Energica Motor Company S.p.A. (“Energica”) through the voluntary tender offer of Energica shares. | tm228537d1_8k.htm |
| 2022-01-12 | 8-K | 2022-01-10 | 8.01 Other Events | 8.01 On January 10, 2022, the Board of Directors of Ideanomics, Inc. (the “Company”) approved revisions, based on the recommendation of the Nominating and Corporate Governance Committee (the “Committee”), to its Nominating and Corporate Governance Committee Charter (the “Charter”). | tm222619d1_8k.htm |
| 2022-01-07 | 8-K | 2022-01-04 | 8.01 Other Events | 8.01 On January 4, 2022 Ideanomics, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the entry into a convertible loan agreement (the “Loan Agreement”), dated December 24, 2021, with Inobat Auto J.S.A., an entity incorporated under the laws of the Slovak Republic (the “Company”). | tm222269d1_8k.htm |